Agenda — Bakersfield City Council, November 19, 2025 (part 1 of 5)

BAKERSFIELD CITY COUNCIL
AGENDA

REGULAR MEETING

November 19, 2025, 5:15 p.m.

Council Chambers, City Hall, 1501 Truxtun Avenue

1. ROLL CALL

2. INVOCATION

3. PLEDGE OF ALLEGIANCE

4. PRESENTATIONS

5. PUBLIC STATEMENTS

5.a Non-Agenda Item Public Statements

5.b Agenda Item Public Statements

6. APPOINTMENTS

7. CONSENT CALENDAR

7.a Minutes

7.a.1 Approval of minutes of the November 5, 2025, Regular City Council Meetings.

Staff recommends approval of the minutes.

7.b Department Payments and Agreements

7.b.1 Receive and file payments from October 24, 2025 to November 6, 2025 totaling $23,560,331.03
as follows: department payments in the amount of $21,975,965.16, and self- insurance payments in the amount of $1,584,365.87.

Staff recommends receiving and filing the report.

7.b.2 Receive and file department agreements over $40,000 and under $100,000 executed between October 24, 2025
and November 6, 2025.

Staff recommends receiving and filing the report.

7.c Ordinances

7.c.1 Ward Inclusion (1st Reading) Annexation 713 - South H No. 4 First reading of an ordinance amending Bakersfield Municipal Code Section

1.12.020 by adding Annexation No. 713. (Ward 2)
Staff recommends first reading of ordinance.

7.c.2 Adoption of the following ordinances amending various sections of the Bakersfield Municipal Code
(FR 11/5/25)
Amending Section 3.20.105 relating to Purchasing and Contract Procedure.

1. Amending Sections 15.66.020, 15.66.060 and 15.66.080 relating to Drilling for and Production of Petroleum.

2. Amending Chapters 15.04, 15.05, 15.07, 15.09, 15.11, 15.13,

15.15, 15.17, 15.19, 15.30, and Chapter 15.31 relating
to the 2025 versions of the California Building and Construction Codes.

3. Staff recommends adoption of the ordinance amendments.

7.c.3 Adoption of the following ordinances amending various sections of the Bakersfield Municipal Code
(FR 11/5/25)
Amending Section 17.10.20 relating to Residential Zones.1.

Amending Section 17.12.020 relating to Mixed Use Zones.2.

Amending Sections 17.65.010 and 17.65.030 relating to Accessory Dwelling Unit, etc.

3. Staff recommends adoption of the ordinance amendments.

7.d Resolutions

7.d.1 Dispense with bidding for the purchase of Cellebrite Inseyets® subscription renewal for the Police Department
Resolution determining that Cellebrite Inseyets subscription renewal can most efficiently be obtained through cooperative procurement bidding procedures from Carahsoft Technology Corporation and authorizing the Finance Director to dispense with bidding for the purchase of Cellebrite Inseyets subscription renewal in the amount of $134,892.39 for the Police Department.

Staff recommend adoption of the resolution and approval of the purchase.

7.d.2 Resolution to dispense with bidding and Agreement (not to exceed $500,000) with HP, Inc for Managed Print Services
Resolution to dispense with bidding for purchase of HP, Inc., Managed Print Services;

1. Agreement with HP, Inc. (not to exceed $500,000) for managed print services.

2. Staff recommends approval of the resolution and agreement.

Page 2 of 1116 ends

7.e Agreements

7.e.1 Agreement with Kern County Forensic Services, LLC. (not to exceed $250,000),
to continue forensic evidence collection and examination services.

Staff recommends approval of the agreement.

7.e.2 Agreement with Panama-Buena Vista Union School Districts (compensation to the City not to exceed $250,000)
Agreement with the Panama-Buena-Vista School District to provide School Resource Officer Services in the amount of $250,000 and termination date of June 10, 2026. (Ward 4)
Staff recommends approval of the agreement.

7.e.3 Agreement with Rosedale, Norris and Fruitvale School Districts (compensation to the City not to exceed $143,000)
to provide School Resource Officer Services with a termination date of July 31, 2026. (Ward 4)
Staff recommends approval of the agreement.

7.e.4 Agreement with Sierra Snow Surveys (not to exceed $861,300) to conduct snow survey measurements.

Staff recommend approval of the agreement.

7.e.5 Agreement with TK Elevator Corporation fka Thyssenkrupp Elevator Corporation (not to exceed $450,000)
to Provide On-Call Services for inspection, repair and maintenance. (Ward 2)
Staff recommend approval of the agreement.

7.e.6 Final Map and Improvement Agreement with Encanto Gardens IV for Tract 7408 Phase 2
Developer is requesting to enter into an agreement so the final map for Tract 7408 Phase 2 located northeast corner of South Allen Road and Pensinger Road can be approved and recorded. (Ward 2)
Staff recommends approval of the Final Map and Improvement Agreement.

7.e.7 Final Map, Improvement Agreement, and Landscape Agreement with Summit Capital Ventures, Inc for Tract 7468 Phase 1
Developer is requesting to enter into an agreement so the final map for Tract 7468 Phase 1 is located on the Southwest corner of South Wegis Ave and Stockdale Ranch Drive can be approved and recorded. (Ward 5) Staff recommend approval of the Final Map, Improvement Agreement and Landscape Agreement.

Page 3 of 1116 ends

7.e.8 Transportation Impact Fee credit agreement with BN Bakersfield 1, LP (not to exceed $133,870.92)
for the construction of Olive Drive to full ½ width on the westbound lane from the Tract 7093 Phase 2/3 boundary to the eastern tract boundary. (Ward 4) Staff recommends approving the agreement.

7.e.9 Construction Management Agreement with NV5 (not to exceed $636,644.52)
to provide construction management services for the Wastewater Treatment Plant No. 3 Digester Gas Booster Blower Replacement Project.

Staff recommend approval of the agreement.

7.e.10 Environmental Impact Report (EIR) for General Plan Amendment and concurrent Zone Change No 24-0377
Agreement with Tortuga Bay Waterpark, LLC. ($223,637) for the preparation of an EIR.

1. Agreement with Kimley-Horn, Inc. ($183,637) to assist the City in preparing the EIR.

2. Appropriate $223,637. (Tortuga Bay Waterpark, LLC) to the Development Services Operating budget in the General Fund. (Tortuga Bay Waterpark) (Ward 4)

3. Staff recommends approval of the agreements and the appropriation of funds.

7.e.11 Amendment No. 3 to Agreement No. 2023-157 with Clifford and Brown ($750,000; revised not to exceed $1,100,000) to provide outside legal services in the matter of Edgar Quincy Sloan v. City of Bakersfield.

Staff recommends approval of the amendment to the Agreement.

7.e.12 Amendment No. 2 to Agreement No. 2023-294 with The Open Door Network
(increase compensation $305,760; revised not to exceed $911,520 and extend term to December 13, 2026), to continue recycling and sorting materials at the Mt. Vernon Organics Recycling & Composting Facility.

Staff recommends approval of the amendment.

7.e.13 Amendment No. 1 to Agreement No. 2024-308
with Community Action Partnership of Kern (extend term to September 30, 2026) for HOME-ARP Supportive Services - Coordinated Entry System.

Staff recommends approval of the amendment.

7.e.14 Amendment No. 3 to Agreement No. 2022-276 with ENNIS-FLINT INC. (increase compensation by $30,000; revised not to exceed $670,546.25 and extend the term by one year), to continue the supply of traffic paint.

Staff recommends approval of the amendment.

Page 4 of 1116 ends

7.e.15 Amendment No. 1 to Design Consultant Agreement No. 2024-180 with Ardurra Group, Inc. (increase Compensation; not to exceed $174,526 and extend term, extend time for completion), for design engineering services for Stormwater Lift Station Rehabilitation: Chester Ave at BNSF Rail Crossing. (Ward 2)
Staff recommends approval of this amendment.

7.e.16 Amendment No.1 to Agreement No. 2025-164 with Willdan Energy Solutions
(not to exceed $344,240) to allow for the procurement of a battery for our solar project.

Staff recommends approval of the amendment.

7.e.17 Contract Change Order Nos. 10, 22, and 31 to Agreement No. 2024-235 (7th Movement)
with Granite Construction Company (increasing compensation by $78,023.58; revised not to exceed $27,710,104.93) for the Centennial Corridor EB58 to NB99 Loop Connector Project. (Wards 1 & 2) Staff recommend approval of the change orders.

7.f Bids

7.f.1 Reject bids for Cellebrite Inseyets® Annual Subscription Renewal for the Police Department
Staff recommend rejection of bids.

7.f.2 Sewer Improvements on Eye Street from Wall Street to 23rd Street Accept bid and approve contract with GHC Pipeline LLC ($1,805,200.50) for the project. (Ward 2)
Staff recommends acceptance of low bid, approval of contract, and approval of City-controlled contingency.

7.f.3 Solid Waste Division Organics Facility Truck Scale Installation Accept Bid and Approve Contract with Best Weigh Scale Company, Inc. ($166,697.55) for installation of a second truck scale at the Mount Vernon Organics Recycling & Composting Facility. (Ward 1)
Staff recommends acceptance of bid and approval of agreement.

7.f.4 PFAS Treatment Program - Phase 1
Accept proposal and approve agreement with Provost & Pritchard Consulting Group (not to exceed $726,301) to provide engineering services for six well sites: CBK-8, CBK-9, CBK-26, CBK-31, CBK- 33, CBK-43.

1. Appropriate $800,000 of Litigation Revenue to Domestic Water Fund Capital Improvement budget.

2. Staff recommends acceptance of proposal, approval of agreement and appropriation.

Page 5 of 1116 ends

7.g Miscellaneous

7.g.1 Appropriation of $350,000 from Water Availability Fund to Domestic Water Fund for the purchase of land for water well site
Appropriate and transfer $350,000 from the Water Availability Fees Fund to the Domestic Water Fund for the purchase of land for water well site CBK- 84 within Old River Ranch Tract 6577.

Staff recommend approving the appropriation and transfer.

7.g.2 Purchase of portable generator for the Water Department (unbudgeted) Appropriate $8,801 to the Public Works Department’s Operating Budget within the Equipment Management Fund to complete the purchase.

Staff recommend approval of the appropriation.

7.g.3 Purchase of a pressure washer for the General Services Division (unbudgeted)
Appropriate $7,140 to the Public Works Department’s Operating budget within the Equipment Management Fund to complete the purchase.

Staff recommend approval of the appropriation.

7.h Successor Agency Business

7.i Public Safety/Vital Services Measure

8. CONSENT CALENDAR PUBLIC HEARINGS

8.a Public Hearing to consider a resolution to Vacate the Street Right of Way located in front of 7410 Niles Street. (Ward 3)
Staff recommends the adoption of the resolution

8.b Public Appeal Hearing of Planning Commission’s Approval of Zone Change No. 25- 0001
and adoption of its proposed mitigated negative declaration. McIntosh & Associates, representing Camino Media Properties, LLC, is proposing a Zone Change on approximately 11.22 acres generally located at 9700 Camino Media.

The request includes:

Resolution adopting a Mitigated Negative Declaration pursuant to the California Environmental Quality Act (CEQA).

1. First Reading of an ordinance amending Title 17 of the Bakersfield Municipal Code by changing the official zoning classification from R-2/PUD (Small Lot Single-Unit Dwelling/Planned Unit Development) to R-4 (High Density Multi- Unit Dwelling) zone. (Ward 5)

2. Recommendation to refer back to staff.

Page 6 of 1116 ends

9. HEARINGS

9.a Public appeal hearing to consider Planning Commission’s approval of General Plan Amendment No. 21-0424
Williamson Act Cancellation No. 25-0001, Exclusion from Agricultural Preserve No. 10, and its proposed mitigated negative declaration. Next Gen Engineering Group Inc., representing ORR Development 2, LLC, is proposing a General Plan Amendment, Williamson Act Cancellation No. 25-0001, and Exclusion from Agricultural Preserve No. 10 on approximately 28.91 acres generally located on the north side of McCutchen Road at Mountain Vista Road. (Ward 5) Staff recommends denying the appeal and upholding the Planning Commission’s recommendation.

10. REPORTS
Public comments on each Report item will be received after Staff's presentation.

11. DEFERRED BUSINESS
Public comments on each Deferred Business item will be received after Staff’s presentation.

12. NEW BUSINESS
Public comments on each New Business item will be received after Staff's presentation.

13. COUNCIL AND MAYOR STATEMENTS

14. CLOSED SESSION

15. ADJOURNMENT

Page 7 of 1116 ends

BAKERSFIELD CITY COUNCIL

MINUTES
MEETING OF NOVEMBER 5, 2025

Council Chambers, City Hall, 1501 Truxtun Avenue
Regular Meetings – 3:30 p.m. and 5:15 p.m.

REGULAR MEETING – 3:30 PM

1. ROLL CALL

Present: Mayor Goh, Vice Mayor Kaur, Councilmembers Arias (seated at 3:31 p.m.), Gonzales, Smith, Koman and Bashirtash

Absent: Councilmember Weir

2. PUBLIC STATEMENTS

2.a. Non-Agenda Item Public Statement

None.

2.b. Agenda Item Public Statements

None.

3. REPORTS

None.

4. CLOSED SESSION

4. a. Conference with Labor Negotiator pursuant to Government Code Section 54957.6

Motion by Vice Mayor Kaur to adjourn to Closed Session at 3:32 p.m.

Closed Session meeting was adjourned at 4:42 p.m.

Meeting reconvened at 4:53 p.m.

5. CLOSED SESSION ACTION

4. a. Conference with Labor Negotiator pursuant to Government Code Section 54957.6

City Attorney Gennaro announced staff was given direction.

Mayor Goh adjourned the 3:30 p.m. meeting at 4:53 p.m.

Bakersfield, California, November 5, 2025 - Page 2
REGULAR MEETING - 5:15 PM

1. ROLL CALL

Present: Mayor Goh, Vice Mayor Kaur, Councilmembers Arias, Gonzales, Smith, Koman and Bashirtash

Absent: Councilmember Weir

Introduction of students participating in the 69th Teen Government Day.

Sawyer Sackewitz, Centennial High School (Mayor); Edward Gomez, South High School (Vice-Mayor Kaur); Donovan Louden, Bakersfield High School (Councilmember Arias); Kailey Dickey, Bakersfield Christian High School (Councilmember Gonzales); Irenia Cuevas, Shafter High School (Councilmember Weir); Sarah Holland, East Bakersfield High School (Councilmember Smith); Brandon Altamirano, Foothill High School (Councilmember Koman), Jillian Bean, Liberty High School (Councilmember Bashirtash); Nguyen Nguyen, Stockdale High School (City Attorney Gennaro); Luke Tobias, Garces Memorial High School (City Manager Clegg); Avia Mesa, Ridgeview High School (Public Works Director Meyer), Maria Arana, West High School, (City Clerk Drimakis)

2. INVOCATION

by Luke Tobias, Senior at Garces Memorial High School.

3. PLEDGE OF ALLEGIANCE

by Sawyer Sackewitz, Centennial High School.

4. PRESENTATIONS

None.

5. PUBLIC STATEMENTS

5.a. Non-Agenda Item Public Statements

1. Max Hernandez, Robert Tyo, Josh Deutinger and Joseph Davis spoke regarding the Police department contract.

2. Nancy Doumanian, Attorney and Quincy Sloan spoke regarding a Fire department lawsuit.

Mayor Goh recessed the meeting at 5:45 p.m.

Meeting reconvened at 5:48 p.m.

5.b. Agenda Item Public Statements

None.

6. APPOINTMENTS

None.

7. CONSENT CALENDAR

a. Minutes:

7.a.1. Approval of minutes of October 22, 2025, Regular City Council Meetings. (Staff recommends approval of the minutes.)

Bakersfield, California, November 5, 2025 - Page 3

7. CONSENT CALENDAR continued

b. Payments:

7.b.1. Receive and file department payments from October 10, 2025, to October 23, 2025, totaling $29,724,336.04 as follows: department payments in the amount of $29,193,761.53, and Self Insurance payments in the amount of $530,574.51. (Staff recommends receive and file report.)

7.b.2. Receive and file department agreements over $40,000 and under $100,000 executed between October 10, 2025, to October 23, 2025. (Staff recommends receive and file report.)

c. Ordinances:

7.c.1. First Reading of the following ordinances amending various sections of the Bakersfield Municipal Code (BMC):
(Staff recommends first reading of the proposed ordinances.)

1. Ordinance amending Section 3.20.105 relating to Purchasing and Contract Procedure.

FR ONLY

2. Ordinance amending Sections 15.66.020, 15.66.060 and 15.66.080 relating to Drilling for and Production of Petroleum.

FR ONLY

3. Ordinance amending Chapters 15.04, 15.05, 15.07, 15.09, 15.11, 15.13,

15.15, 15.17, 15.19, 15.30, and Chapter 15.31 relating to the 2025 versions of the California Building and Construction Codes.

FR ONLY

d. Resolutions:

7.d.1. Resolution to Authorize sale of surplus equipment to the City of Queretaro, Mexico, a governmental entity, for one dollar ($1.00).
(Staff recommends adoption of the resolution.)

RES 123-2025

7.d.2. Resolution to allow development based on new zoning standards notwithstanding incompatible land uses with the existing General Plan.
(Staff recommends adoption of the resolution.)

RES 124-2025

7.d.3. Resolution confirming approval by the City Manager designee of the Code Enforcement Manager’s report regarding assessments of certain properties in the City for which structures have been secured against entry or for the abatement of certain weeds, debris and waste matter and the demolishment of dangerous buildings and authorizing collection of the assessments by the Kern County Tax Collector. (Staff recommends adoption of the resolution.)

RES 125-2025

Bakersfield, California, November 5, 2025 - Page 4

7. CONSENT CALENDAR continued

7.d.4. Resolution determining that Globe® Turnout Clothing is the Bakersfield Fire Department standard and it cannot be reasonably obtained through the usual bidding procedures and authori1zing the Finance Director to dispense with bidding thereof, not to exceed $395,700.
(Staff recommends adoption of the resolution.)

RES 126-2025

7.d.5. Resolution determining that aerial bucket trucks can most efficiently be obtained through cooperative procurement bidding procedures from Altec Industries, Inc., and authorizing the Finance Director to dispense with bidding for the purchase of four (4) units in the amount of $799,375 for the General Services Division within the Public Works Department.
(Staff recommends adoption of the resolution and approval of the purchase.)

RES 127-2025

7.d.6. Resolution determining that EV tractors can most efficiently be obtained through cooperative procurement bidding procedures from E.M. Tharp Inc., dba Golden State Peterbilt and authorizing the Finance Director to dispense with bidding for the purchase of two (2) units in the amount of $637,648.
(Staff recommends adoption of the resolution and approval of the purchase.)

RES 128-2025

7.d.7. Resolution determining that Adobe software products and subscriptions can most efficiently be obtained through cooperative procurement bidding procedures from Dell and authorizing the Finance Director to dispense with bidding for the purchase of Adobe software products and subscriptions in an amount not to exceed $100,000 for the Technology Services Department.
(Staff recommends adoption of the resolution and approval of the purchase.)

RES 129-2025

7.d.8. Resolutions adding Areas 5-141, 2-93, and 4-312 to the Consolidated Maintenance District (CMD) and confirming, approving, and adopting the Public Works Director’s Report for each:
(Staff recommends adoption of the resolutions.)

1. Resolution adding Area 5-141 (ATN 173-191-25-00-7): Street Tier = 1; Park Tier = 0 (Ward 1)

RES 130-2025

2. Resolution adding Area 2-93 (5601 District Boulevard): Street Tier = 1; Park Tier = 0 (Ward 6)

RES 131-2025

3. Resolution adding Area 4-312 (117 Brundage Lane): Street Tier = 2; Park Tier = 0 (Ward 2)

RES 132-2025

Bakersfield, California, November 5, 2025 - Page 5

7. CONSENT CALENDAR continued

7.e. Agreements:

7.e.1. Lease Agreement with County of Kern Bakersfield Health and Recovery Services for Office Space to provide onsite mental health services at the Brundage Lane Navigation Center. (Ward 2)
(Staff recommends approval of the lease agreement.)

AGR 2025-200

7.e.2. Agreement with Kern County Public Health Department (not to exceed $1,924,301.74) to Implement the U.S. Department of Housing and Urban Development (HUD) Housing Opportunities for Persons with AIDS (HOPWA) Program.
(Staff recommends approval of the agreement.)
AGR 2025-201

7.e.3. Consent to Common Use Agreement with Pacific Gas and Electric Company (PG&E) to allow the construction of a road over an existing 34” High Pressure Gas Pipeline within Tract 6880. (Ward 5)
(Staff recommends approval of the agreement.)

AGR 2025-202

7.e.4. Final Map, Improvement Agreement, and Landscape Agreement with JP Land Development, LLC for Tract 7262, Phase 6 Developer is requesting to enter into agreements so the final map for Tract 7262 Phase 6, located on the northwest corner of Reliance Drive and Berkshire Road, can be approved and recorded. (Ward 7) (Staff recommends approval of the Final Map, Improvement Agreement, and Landscape Agreement.)

AGR 2025-203, AGR 2025-204

7.e.5. Amendment No. 4 to Agreement No. 2023-042 and Agreement No 2023-042(B) with Speridian Technologies, LLC (increasing compensation $56,417; revised not to exceed $1,287,670), and Clarity Cloud, Inc. (increasing compensation $110,000; revised not to exceed $1,168,551), for managed support services for Clariti’s Community Development software.
(Staff recommends approval of the amendment.)

AGR 2023-042 (4), AGR 2023-042(B)

7.e.6. Amendment No. 2 to Agreement No. 2023-131 with Global CTI Group, Inc. ($433,611.01), for additional panic buttons at city locations. (Staff recommends approval of the amendment.)

AGR 2023-131 (2)

7.e.7. Amendment No. 4 to Agreement No. 16-255 with Stantec Consulting Services, Inc. (extend term to December 31, 2026), for planning services for brownfield properties. (Staff recommends approval of the amendment.)

AGR 16-255 (4)

7.e.8. Amendment No 1 to Agreement No 2023-264 with Alpha and Omega Gardening Inc. (increasing compensation by $65,200; revised not to exceed $140,560 and extend the term to November 30, 2027), to provide landscape maintenance for the Bakersfield Municipal Airport.
(Staff recommends approval of the amendment.)

AGR 2023-264 (1)
Bakersfield, California, November 5, 2025 - Page 6

7. CONSENT CALENDAR continued

7.e.9. Contract Change Order No. 2 to Agreement No. 2024 -082 with Cen-Cal Construction ($35,583.39; revised not to exceed $3,126,988.16) for the Garces Memorial Circle Enhancement Project. (Ward 3)
(Staff recommends approval of the change order.)

CCO 2024-082 (2)

7.e.10. Contract Change Order No. 3 to Agreement No. 2024 -082 with Cen-Cal Construction ($52,402.26; revised not to exceed $3,179,390.42) for the Garces Memorial Circle Enhancement Project. (Ward 3)
(Staff recommends approval of the change order.)

CCO 2024-082 (3)

7.f. Bids:

7.f.1. Street Lighting Improvements along Chester Avenue from 34th Street to Columbus Street. (Rebid)
(Staff recommends acceptance of low bid, approval of contract, and approval of City-controlled contingency.)

1. Accept bid and approve contract with Loop Electric, Inc. for $96,655.

AGR 2025-205

2. Authorize staff to approve, as necessary, up to $12,000 in City-controlled contingency for unforeseen conditions during construction of said project. (Ward 3)

7.f.2. Street Lighting Improvements along Pacific Street from Baker Street to Williams Street. (Rebid)
(Staff recommends acceptance of low bid, approval of contract, and approval of City-controlled contingency.)

1. Accept bid and approve contract with Loop Electric, Inc., for $329,650.

AGR 2025-206

2. Authorize staff to approve, as necessary, up to $40,000 in City-Controlled contingency for unforeseen conditions during construction of said project. (Ward 2)

7.f.3. Streetlighting Improvements along South Chester Avene from Wilson Road to Union Avenue. (Rebid)
(Staff recommends acceptance of bid, approval of contract, and approval of City-controlled contingency.)

1. Accept Bid and approve contract with Loop Electric, Inc. for $181,460.

AGR 2025-207

2. Authorize staff to approve, as necessary, up to $20,000 in City-controlled contingency for unforeseen conditions during construction of said project. (Ward 1)

Bakersfield, California, November 5, 2025 - Page 7

7. CONSENT CALENDAR continued

7.g. Miscellaneous:

7.g.1. Appropriate and transfer $99,320 Sewer Enterprise Fund balance to the Public Works Department’s Operating Budget within the Equipment Management Fund to fund the purchase of one water jetter truck for the Streets Division within the Public Works Department.
(Staff recommends approval of the appropriation and purchase.)

7.g.2. Appropriation and Transfer $25,000 from Council Contingency funds to CAPK Food Bank to help meet the funding gap need for the Community Action Partnership of Kern’s (CAPK) Food Bank, $25,000, will be appropriated from Council Contingency funds and transferred to the Food Bank.
(Staff recommends approval of appropriation and transferring of funds.)

REMOVED FOR SEPARATE CONSIDERATION. See page 7.

7.h. Successor Agency Business:

None.

7.i. Public Safety/Vital Services Measure:

7.i.1. Memorandum of Understanding with County of Kern (not to exceed $775,000) to jointly fund the Bakersfield Kern Regional Homeless Collaborative. (Staff recommends approval of the Memorandum of Understanding (MOU).

AGR 205-208

City Clerk Drimakis announced staff memorandums were received regarding item

7.g.2., requesting separate consideration and 7.d.2. transmitting correspondence received, due to the voluminous additional attachments, the attachments will be available for review in the City Clerk’s Office.

Motion by Vice Mayor Kaur to adopt Consent Calendar items 7.a. through 7.i. with the removal of item 7.g.2. for separate consideration.

Motion approved with Councilmember Weir absent.

Councilmember Arias made comments and introduced Kelly Lowery, Program Administrator, Community Action Partnership of Kern who made additional comments.

Motion by Councilmember Arias to approve appropriation and transfer $100,000.

Motion approved with Councilmember Weir absent and Councilmember Koman voting no.

8. CONSENT CALENDAR PUBLIC HEARINGS

8.a. Public hearing to consider resolution approving and adopting an adjusted fee for the Park Development and Improvement fee.
(Staff recommends adoption of the resolution.)

RES 133-2025
Bakersfield, California, November 5, 2025 - Page 8

8. CONSENT CALENDAR PUBLIC HEARINGS continued

8.b. First Reading of the following ordinances amending various sections of the Bakersfield Municipal Code (BMC)
(Staff recommends first reading of the proposed ordinances.)

1. Ordinance amending Section17.10.20 relating to Residential Zones.

FR ONLY

2. Ordinance amending Section 17.12.020 relating to Mixed Use Zones.

FR ONLY

3. Ordinance amending Sections 17.65.010 and 17.65.030 relating to Accessory Dwelling Unit and Junior Accessory Dwelling Unit.

FR ONLY

Consent Calendar Public Hearings items 8.a. and 8.b. opened at 5:52 p.m.

No one spoke in opposition or in favor of staff’s recommendations.

Consent Calendar Public Hearings items 8.a. and 8.b. closed at 5:52 p.m.

Motion by Vice Mayor Kaur to adopt Consent Calendar Public Hearings items 8.a. and

8.b. Motion approved with Councilmember Weir absent.

9. HEARINGS

None.

10. REPORTS

10.a. Lower Kern River Habitat Restoration Project.
(Staff recommends Council receive and file.)

Water Resources Director Budak made staff comments and introduced Anna Talken, River Partners, Project Manager, who made additional comments and provided a PowerPoint Presentation.

Deputy City Attorney Collom made additional comments.

Motion by Vice Mayor Kaur to receive and file. Motion approved with Councilmember Weir absent.

10.b. Habitat Conservation Plan
(Staff recommends receive and file report and approval of the agreement.)

1. Update on efforts toward adoption of a new Habitat Conservation Plan

2. Agreement with ICF JONES & STOKES, INC. (not to exceed $495,073.25), to continue work on the Habitat Conservation Plan.

AGR 2025-209

Building Director Burns made staff comments and introduced Brad Norton, Director Conservation Planning

Dave Dmohowski, representing Home Builders association of Kern County, spoke in support.

Bakersfield, California, November 5, 2025 - Page 9

10. REPORTS
item 10.b. continued

Motion by Vice Mayor Kaur to receive and file and approval of the agreement. Motion approved with Councilmember Weir absent.

11. DEFERRED BUSINESS

None.

12. NEW BUSINESS

12.a. Resolution setting dates of the Regular City Council Meetings, Department Budget Presentations and Budget Hearing Calendar for January through December 2026. (Staff recommends Council adopt the resolution.)

RES 134-2025

City Manager Clegg made staff comments.

Motion by Vice Mayor Kaur to approve the resolution. Motion approved with Councilmember Weir absent.

13. COUNCIL AND MAYOR STATEMENTS

Councilmember Smith requested staff prepare a traffic safety resolution for City Council consideration to include best practices for street safety and the national safety standards.

Councilmember Gonzales expressed appreciation to all for the help with Woolworth’s Building Grand Opening.

14. ADJOURNMENT

Mayor Goh adjourned the meeting in honor of Veteran’s Day at 7:08 p.m.

______________________________

KAREN GOH
MAYOR of the City of Bakersfield

ATTEST:

___________________________________

JULIE DRIMAKIS, MMC
CITY CLERK and Ex Officio Clerk of
the Council of the City of Bakersfield

Bakersfield, California, November 5, 2025 - Page 10
***THIS PAGE INTENTIONALLY LEFT BLANK***

ADMINISTRATIVE REPORT

MEETING DATE: November 19, 2025 AGENDA CATEGORY: Consent – Payments and Agreements TO: Honorable Mayor and City Council
FROM: Randy McKeegan, Finance Director
DATE: November 12, 2025
SUBJECT: Receive and file payments from October 24, 2025 to November 6, 2025, totaling $23,560,331.03. as follows: department payments in the amount of $21,975,965.16, and self-insurance payments in the amount of $1,584,365.87.

RECOMMENDATION:

Staff recommends receiving and filing the report.

BACKGROUND:

In accordance with Bakersfield Municipal Code Section 2.08.020 the Finance Director must report the City's disbursements periodically to the City Council.

FISCAL IMPACT:
$23,560,331.03

COUNCIL GOAL:

Innovative and Efficient City Government

ATTACHMENTS:

1. Council Admin Check Register 11.19.25

2. Oracle AP Check Register 11.19.25

11/12/2025 CHECK REGISTER
FROM 10/24/2025 TO 11/06/2025
PAGE 1
Check Number Vendor Number Vendor Name Check Date Check Amount 775278 10204 ASSOCIATION BKFD POLICE OFFICER FCU Oct 24, 2025 $24,608.34 775279 10200 BAKERSFIELD CITY FIREFIGHTERS Oct 24, 2025 $8,008.67 775280 10211 BAKERSFIELD FIREMEN Oct 24, 2025 $14,774.68 775281 10203 BAKERSFIELD POLICE BENEFIT Oct 24, 2025 $36,921.08 775282 10205 MUTUAL BENEFIT ASSOCIATION Oct 24, 2025 $2,620.56 775283 26810 RELIASTAR LIFE INSURANCE CO Oct 24, 2025 $3,972.23 775284 22324 SEIU LOCAL 521 Oct 24, 2025 $23,719.43 775285 10047 MISC RECEIVABLE REFUND VENDOR Oct 30, 2025 $412.31 775286 33184 EYEMED Oct 30, 2025 $5,810.27 775287 26810 RELIASTAR LIFE INSURANCE CO Oct 30, 2025 $5,018.78 775288 30027 U S BANK - PARS #6746022400 Oct 30, 2025 $3,981.50 775289 30029 UNITED CONCORDIA DENTAL PLANS OF CA Oct 30, 2025 $68,874.41 775290 30020 UNUM Oct 30, 2025 $6,826.58 9997706 10199 BAKERSFIELD CITY EMPLOYEE Oct 24, 2025 $211,294.00 9997707 30014 EMPLOYMENT DEVELOPMENT DEPT Oct 24, 2025 $355,296.74 9997708 10217 I C M A RETIREMENT TRUST-303749 Oct 24, 2025 $66,086.40 9997709 30010 IRS Oct 24, 2025 $961,266.13 9997710 16863 NATIONWIDE RETIREMENT SOLUTIONS Oct 24, 2025 $168,209.91 9997711 20699 VANTAGEPOINT TRANSFER AGENTS C/O Oct 24, 2025 $67,025.13 9997712 30028 BLUE SHIELD OF CALIFORNIA-P Oct 30, 2025 $716,626.45 9997713 30022 IRS / FDRF Oct 30, 2025 $101.00 9997714 30021 KAISER PERMANENTE Oct 30, 2025 $340,721.90 9997715 10206 STATE OF CALIF - PERS Oct 30, 2025 $1,640,256.06 9997716 30025 STATE DISBURSEMENT UNIT Nov 6, 2025 $18,612.67 24 Overall - Count
Overall - Total $4,751,045.23
$4,751,045.23
S:\Accounting\LACEY\ADMIN-COUNCIL\2025\COUNCIL - ADMIN\11.19.25\ 11/12/2025 ORACLE CHECK REGISTER
FROM 10/24/2025 TO 11/06/2025
PAGE 1
Payment
Number Fund Vendor Name Check Date Check Amount
806906 0140 A T & T MOBILITY 10/30/2025 4,618.15$
806907 6110 CA DEPT OF JUSTICE 10/30/2025 884.00$
806908 5110 CALIFORNIA DEPARTMENT OF TAX AND FEE AD 10/30/2025 877.00$ 806909 0140 CALIFORNIA PUBLIC POLICY GROUP INC 10/30/2025 13,500.00$ 806910 0110 CALIFORNIA VETERANS ASSISTANCE FOUNDATI 10/30/2025 25,551.21$ 806911 4410 CALIFORNIA WATER SERVICE 10/30/2025 855,164.68$ 806912 4410 CALIFORNIA WATER SERVICE 10/30/2025 2,079.76$ 806913 4410 CALIFORNIA WATER SERVICE 10/30/2025 62,600.00$ 806914 4410 CALIFORNIA WATER SERVICE 10/30/2025 74,939.70$ 806915 4410 CALIFORNIA WATER SERVICE 10/30/2025 1,170.62$ 806916 4410 CALIFORNIA WATER SERVICE 10/30/2025 1,249.40$ 806917 4410 CALIFORNIA WATER SERVICE 10/30/2025 85,785.00$ 806918 4410 CALIFORNIA WATER SERVICE 10/30/2025 2,243.67$ 806923 5110 CALIFORNIA WATER SERVICE 10/30/2025 314,404.84$ 806924 3110 CITY OF BAKERSFIELD 10/30/2025 609.13$
806925 3150 CITY OF BAKERSFIELD 10/30/2025 494.21$
806927 0110 DEPARTMENT OF JUSTICE 10/30/2025 98.00$
806928 0140 DISTINCTIVE COACH 10/30/2025 40,000.00$
806929 4410 DUANE MORRIS LLP 10/30/2025 9,132.06$
806930 1510 GREEN GRASS LAWN CARE 10/30/2025 350.00$
806932 6110 KERN COUNTY DISTRICT ATTORNEY 10/30/2025 3,660.00$ 806933 6110 KERN COUNTY DISTRICT ATTORNEY 10/30/2025 3,820.00$ 806934 6110 KERN COUNTY DISTRICT ATTORNEY 10/30/2025 3,198.00$ 806935 6110 KERN COUNTY DISTRICT ATTORNEY 10/30/2025 4,480.00$ 806936 4410 KERN DELTA WATER DISTRICT 10/30/2025 42,098.79$ 806939 0110 PACIFIC GAS & ELECTRIC COMPANY 10/30/2025 215,331.21$ 806941 5110 SJVAPCD 10/30/2025 869.00$
806942 4120 SOCALGAS 10/30/2025 15.42$
806944 5110 ADVANCED DISTRIBUTION CO 10/30/2025 17,403.37$ 806946 5110 ALUMINUM CHUCK WAGON 10/30/2025 28,254.83$
806948 0110 BAKER SUPPLIES AND REPAIRS 10/30/2025 9,383.05$ 806950 0110 BOUND TREE MEDICAL LLC 10/30/2025 5,222.73$ 806953 0110 CINTAS CORPORATION NO. 2 10/30/2025 3,502.14$ 806959 4410 FEDEX 10/30/2025 187.34$
806961 4120 FERGUSON ENTERPRISES INC 10/30/2025 56,048.19$ 806963 4410 FRUIT GROWERS LABORATORY INC 10/30/2025 2,412.00$ 806967 1810 GALLS LLC 10/30/2025 27,386.20$
806969 4210 GRAINGER INC, W W 10/30/2025 6,816.69$
806971 1510 GRANITE CONSTRUCTION INC 10/30/2025 394,498.15$ 806974 0110 HOME DEPOT 10/30/2025 2,888.16$
806976 4310 JERRY & KEITHS INC 10/30/2025 4,558.38$
806978 5110 JIM BURKE FORD 10/30/2025 11,339.36$
806981 0110 KERN TURF SUPPLY 10/30/2025 12,951.12$
806983 0110 LOWES HOME IMPROVEMENT 10/30/2025 2,434.74$ 806985 5110 MICHELIN NORTH AMERICA INC 10/30/2025 24,612.19$ 806987 4120 NV5 INC 10/30/2025 183,534.00$
806990 0110 O'CONNOR PEST CONTROL 10/30/2025 1,655.00$
806992 5110 O'REILLY AUTO PARTS 10/30/2025 1,833.35$
806994 0110 PIONEER PAINT 10/30/2025 3,072.28$
806998 0120 STINSON STATIONERS 10/30/2025 11,660.05$
807000 0110 T-MOBILE USA 10/30/2025 1,205.00$
S:\Accounting\LACEY\ADMIN-COUNCIL\2025\COUNCIL - ADMIN\11.19.25\ 11/12/2025 ORACLE CHECK REGISTER
FROM 10/24/2025 TO 11/06/2025
PAGE 2
Payment
Number Fund Vendor Name Check Date Check Amount
807002 5110 TYACK TIRES INC 10/30/2025 11,389.82$
807005 4410 UNIFIED FIELD SERVICES CORPORATION 10/30/2025 64,505.33$ 807009 0140 VESTIS SERVICES LLC 10/30/2025 4,791.18$
807010 0110 4 IMPRINT INC 10/30/2025 946.40$
807011 0110 A T & T 10/30/2025 330.01$
807012 0110 A T & T 10/30/2025 1,145.00$
807013 5110 A-1 ALTERNATIVE FUEL SYSTEMS 10/30/2025 207.44$ 807014 4310 ACCO CABLE SPLICING 10/30/2025 83.90$
807015 0110 ADVANCED DATA STORAGE INC 10/30/2025 990.00$ 807016 5110 ADVANCED DISTRIBUTION CO 10/30/2025 202.00$ 807017 4110 AECOM TECHNICAL SERVICES INC 10/30/2025 14,700.00$ 807018 5110 AEP CALIFORNIA LLC 10/30/2025 22,639.70$
807019 5110 AFFINITY TRUCK CENTER 10/30/2025 103.26$
807022 0110 AIRCRAFT SERVICE AND PARTS CORP 10/30/2025 2,593.42$ 807023 0110 ALEJANDRO ESPARZA MARQUEZ - RETIREE 10/30/2025 42.50$ 807024 0110 ALEX BERNAL 10/30/2025 250.00$
807025 0120 Ali Rasheed 10/30/2025 191.80$
807026 1740 ALL AMERICAN GLASS 10/30/2025 1,832.50$
807027 5110 ALL THAT LETTERING SIGN COMPANY 10/30/2025 1,540.00$ 807028 0110 ALPINE CHRISTMAS TREE LLC 10/30/2025 324.00$ 807029 5110 AMAROK LLC 10/30/2025 16,138.00$
807030 0110 AMERICAN FABRICATION 10/30/2025 3,599.32$
807031 0110 AMS LEGAL SUPPORT SERVICES INC 10/30/2025 29.85$ 807032 0110 ANDREW ESQUIVEL 10/30/2025 250.00$
807033 0110 ANITA J ROWE - REFUND 10/30/2025 42.50$
807034 0110 ANTHONY BACA 10/30/2025 425.00$
807035 0120 ANTONIO JIMENEZ NUNEZ - REFUND 10/30/2025 3,867.51$ 807037 5110 APPLIED LNG TECHNOLOGIES LLC 10/30/2025 5,440.87$ 807038 4410 ARDURRA GROUP INC 10/30/2025 38,722.60$
807039 0110 ARTHUR JOVEN 10/30/2025 100.00$
807040 5110 AUTO TECH AND SMOG 10/30/2025 496.24$
807041 0110 AUTO TINT WEST INC 10/30/2025 307.13$
807042 5110 AUTOZONE STORES INC 10/30/2025 441.16$
807043 5110 B & B SURPLUS 10/30/2025 389.70$
807044 0110 B S & E COMPANY INC 10/30/2025 170.42$
807045 0110 BAKERSFIELD AMERICAN INDIAN HEALTH PROJ 10/30/2025 250,000.00$ 807046 0120 BAKERSFIELD CALIFORNIAN 10/30/2025 2,140.26$ 807047 5110 BAKERSFIELD CHRYSLER-JEEP 10/30/2025 352.50$ 807048 0110 BAKERSFIELD CITY EMPLOYEE FEDERAL CREDI 10/30/2025 1,988.50$ 807049 0110 BAKERSFIELD PLUMBING CO INC 10/30/2025 149.00$ 807050 0140 BAKERSFIELD PROSTHETICS + ORTHOTICS CEN 10/30/2025 5,399.02$ 807051 0110 BAKERSFIELD RUBBER STAMP CO 10/30/2025 154.64$ 807052 5110 BAKERSFIELD TRUCK CENTER 10/30/2025 73.93$
807053 0140 BARNES WELDING SUPPLY 10/30/2025 882.90$
807054 0110 BELINDA ROWLAND - REFUND 10/30/2025 42.50$
807055 0140 Benjamin G Samano 10/30/2025 83.20$
807056 5110 BERCHTOLD EQUIPMENT CO 10/30/2025 62.46$
807057 0110 BILL OFFENBURGER - REFUND 10/30/2025 42.50$ 807058 1860 BKFD LLC 10/30/2025 44,257.50$
807059 5110 BLACKHOLE TECHNOLOGIES INC 10/30/2025 2,946.12$ 807060 6110 BLUE SHIELD OF CALIFORNIA 10/30/2025 17,854.65$ S:\Accounting\LACEY\ADMIN-COUNCIL\2025\COUNCIL - ADMIN\11.19.25\ 11/12/2025 ORACLE CHECK REGISTER
FROM 10/24/2025 TO 11/06/2025
PAGE 3
Payment
Number Fund Vendor Name Check Date Check Amount
807061 4410 BLUEPRINT SERVICE CO 10/30/2025 206.16$
807062 5110 BOBS WHOLESALE AUTO GLASS 10/30/2025 277.89$ 807063 0110 BOVEE ENVIRONMENTAL MGMT INC 10/30/2025 1,275.00$ 807064 4210 BOWMAN ASPHALT 10/30/2025 36,000.00$
807065 0110 BRADY INDUSTRIES 10/30/2025 2,729.16$
807066 0110 BRUCE FRITZ - REFUND 10/30/2025 42.50$
807067 4310 BSK ASSOCIATES 10/30/2025 24,978.50$
807068 4120 BUDGET BOLT INC 10/30/2025 461.90$
807069 4210 BURRTEC KERN LLC 10/30/2025 3,715.25$
807070 5110 CAL VALLEY EQUIPMENT INC 10/30/2025 10,630.61$ 807071 5110 CALIFORNIA FUELS & LUBRICANTS 10/30/2025 132,898.80$ 807072 0110 CECIL BOWEN - REFUND 10/30/2025 42.50$
807073 3160 CEN-CAL CONSTRUCTION INC 10/30/2025 61,714.99$ 807074 1510 CENTENNIAL ASPHALT COMPANY 10/30/2025 6,294.96$ 807075 5110 CERTEX USA, LLC 10/30/2025 82.79$
807076 0110 CHAMPION HARDWARE 10/30/2025 1,778.20$
807077 1810 Charles W Jordan 10/30/2025 86.00$
807078 0110 Cheril L McCormick 10/30/2025 60.00$
807079 0110 CHERYL CLAYBORN - REFUND 10/30/2025 42.50$
807080 5110 CHESTER AVENUE BRAKE & SUPPLY 10/30/2025 18.32$ 807082 0110 CHRISTOPHER ROBERTSON 10/30/2025 200.00$
807083 0110 CLARISSE JOHNSON - REFUND 10/30/2025 25.86$ 807084 4110 CLARK PEST CONTROL INC 10/30/2025 94.00$
807085 5110 CLEAN ENERGY INC 10/30/2025 5,999.00$
807087 5110 COASTLINE EQUIPMENT 10/30/2025 3,697.88$
807088 0110 Codi J Adams 10/30/2025 986.85$
807089 0110 COMMUNITY ACTION PARTNERSHIP OF KERN 10/30/2025 37,397.53$ 807090 0110 CONNIE HUDDLESTON - RETIREE 10/30/2025 42.50$ 807091 0110 CREATIVE FINANCIAL STAFFING LLC 10/30/2025 4,685.63$ 807092 4110 CRIDER CONSTRUCTION INC 10/30/2025 10,696.08$ 807093 0110 CSI EXTERMINATORS INC 10/30/2025 430.00$
807094 4410 CSI SERVICES INC 10/30/2025 555.00$
807095 5110 CUMMINS SALES AND SERVICE 10/30/2025 818.43$ 807096 4210 CURTIS ELECTRICAL CONSTRUCTION 10/30/2025 823.00$ 807097 0110 DAN KULLRICH - REFUND 10/30/2025 42.50$
807099 0140 Daniel J Frizell 10/30/2025 83.20$
807100 0110 Daniel L Brewer 10/30/2025 1,241.00$
807101 0110 DAVES ALL N ONE CLEANING/HAULING SERVIC 10/30/2025 998.00$ 807102 0120 David A Johnston 10/30/2025 189.70$
807103 0110 DAVID JUDSON - REFUND 10/30/2025 42.50$
807105 0110 DAVID OJEDA - REFUND 10/30/2025 25.86$
807106 5110 DEERE & COMPANY 10/30/2025 157,195.11$
807107 5110 DELANEY & AHLF DIESEL SERVICE INC 10/30/2025 8,066.42$ 807108 0120 DELL MARKETING L P 10/30/2025 172.78$
807109 4210 DELTA LIQUID ENERGY 10/30/2025 605.71$
807110 0110 DENNIS FIDLER - REFUND 10/30/2025 12.21$
807111 0110 DENNIS HALL - REFUND 10/30/2025 25.86$
807112 0110 DESOTO SALES INC 10/30/2025 126.65$
807113 0110 DIAMOND H HAULING 10/30/2025 450.00$
807114 6110 DIAMOND LEAGUE PICKLEBALL - REFUND 10/30/2025 500.00$ 807115 1510 DIVERSIFIED PROJECT SERVICES INTERNATIO 10/30/2025 14,500.00$ S:\Accounting\LACEY\ADMIN-COUNCIL\2025\COUNCIL - ADMIN\11.19.25\ 11/12/2025 ORACLE CHECK REGISTER
FROM 10/24/2025 TO 11/06/2025
PAGE 4
Payment
Number Fund Vendor Name Check Date Check Amount
807116 6110 DOLLAR TREE #1247 10/30/2025 293.00$
807117 0110 DON ESTRADA - REFUND 10/30/2025 25.86$
807118 0110 DONALD TEUTIMEZ - REFUND 10/30/2025 42.50$
807119 0110 DREW SHARPLES - PART B 10/30/2025 25.86$
807120 4410 DUANE MORRIS LLP 10/30/2025 89,570.70$
807121 0110 DWAYNE LEVINGSTON - REFUND 10/30/2025 42.50$ 807122 0110 EAN SERVICES LLC 10/30/2025 12,846.99$
807123 0120 Edgar B Solorzano 10/30/2025 354.60$
807124 0140 Edward R Wrather Jr 10/30/2025 83.20$
807125 1110 EL POPULAR INC 10/30/2025 315.00$
807126 0110 EMILIO TARANGO - REFUND 10/30/2025 25.86$
807127 0110 EMMA ROBERTS - REFUND 10/30/2025 42.50$
807128 0110 ENVIRONMENTAL SAFETY SOLUTIONS 10/30/2025 372.79$ 807129 0110 Eric A Celedon 10/30/2025 168.86$
807130 0110 Eric G Arias 10/30/2025 283.90$
807131 0110 EWING IRRIGATION PRODUCTS 10/30/2025 55.27$ 807132 5110 FAST UNDERCAR LLC 10/30/2025 1,973.49$
807133 5110 FILECLOUD 10/30/2025 8,400.00$
807134 0110 FIRST AMERICAN TITLE COMPANY 10/30/2025 682.00$ 807135 0110 FIRST CHOICE COFFEE SERVICES INC 10/30/2025 480.16$ 807136 5110 FLEET SERVICES TOWING INC 10/30/2025 50.00$ 807138 0110 FRANK LOPEZ - REFUND 10/30/2025 25.86$
807139 0110 FRANK R HERRERA - REFUND 10/30/2025 25.86$
807140 0110 FRED C GILBERT CO 10/30/2025 4,176.29$
807141 5110 FRED CUMMINGS MOTORSPORTS INC 10/30/2025 13.80$ 807142 1860 FRESCO MEAT MARKET LLC 10/30/2025 10,036.00$ 807143 1860 GARDEN PATHWAYS INC 10/30/2025 16,188.01$
807144 0110 GARDENERS SUPPLY INC 10/30/2025 384.29$
807145 4310 GENERAL TREE SERVICE INC 10/30/2025 3,440.00$ 807146 0110 GEORGE GILLBURG - REFUND 10/30/2025 25.86$
807147 5110 GIBBS INTERNATIONAL TRUCK CENTER 10/30/2025 379.39$ 807148 0110 GLOBALSTAR USA INC 10/30/2025 105.92$
807149 5110 GOLDEN EMPIRE TOWING INC 10/30/2025 2,323.25$ 807150 5110 GOLDEN STATE PETERBILT 10/30/2025 1,607.53$ 807151 0110 GRACE MORIN - PART B 10/30/2025 33.56$
807152 4120 GRAYBAR ELECTRIC COMPANY 10/30/2025 494.55$ 807153 3350 GROUP DELTA CONSULTANTS INC 10/30/2025 8,220.00$ 807154 0110 GUADALUPE TINOCO - REFUND 10/30/2025 25.86$ 807155 5110 H & S BODY WORKS & TOWING 10/30/2025 172.00$ 807156 5110 HADDAD DODGE 10/30/2025 1,254.69$
807157 0110 HALL LETTER SHOP 10/30/2025 395.20$
807158 0110 HANSENS MOVING & STORAGE INC 10/30/2025 5,460.00$ 807159 6110 HEARTS CONNECTION-REFUND 10/30/2025 500.00$ 807160 0110 HENRIETTA WEILL MEMORIAL CHILD GUIDANCE 10/30/2025 29,231.94$ 807161 0110 HENRY SHIPES - REFUND 10/30/2025 25.86$
807162 4210 HF & H CONSULTANTS LLC 10/30/2025 8,648.75$ 807163 0110 HLP, INC 10/30/2025 11.90$
807164 0110 HOME DEPOT PRO 10/30/2025 1,598.47$
807165 0110 IRMA CARSON - REFUND 10/30/2025 25.86$
807166 0110 ISAAC O MONSIBAIS - REFUND 10/30/2025 1.80$ 807167 0110 ISABEL WILLIAMS - REFUND 10/30/2025 25.86$
S:\Accounting\LACEY\ADMIN-COUNCIL\2025\COUNCIL - ADMIN\11.19.25\ 11/12/2025 ORACLE CHECK REGISTER
FROM 10/24/2025 TO 11/06/2025
PAGE 5
Payment
Number Fund Vendor Name Check Date Check Amount
807169 3110 JAB COMMUNICATIONS INC 10/30/2025 13,720.70$ 807170 0110 JAKE CADENA - REFUND 10/30/2025 25.86$
807171 3160 JAM SERVICES INC 10/30/2025 9,963.75$
807172 0110 JAN-PRO CLEANING SYSTEMS 10/30/2025 1,558.30$ 807173 0110 JERRY DE LAURIE - REFUND 10/30/2025 12.21$
807174 6110 JESUS CAMPOS REYES - REFUND 10/30/2025 500.00$ 807175 5110 JIM BURKE LINCOLN MERCURY 10/30/2025 2,537.18$ 807176 5110 JIMS TOWING INC 10/30/2025 50.00$
807177 0110 JOE MONTELONGO 10/30/2025 250.00$
807178 0110 JOHN LEON - REFUND 10/30/2025 42.50$
807179 0110 John M Mello III 10/30/2025 250.00$
807180 0110 JOHN P HOWLETT - REFUND 10/30/2025 25.86$
807181 0140 Jorge L Noriega 10/30/2025 83.20$
807182 4210 JORGENSEN & CO 10/30/2025 139.40$
807183 0110 Joshua C Pena 10/30/2025 465.00$
807184 3170 JTS CONSTRUCTION INC 10/30/2025 525,824.01$ 807185 0140 Juan M Heredia 10/30/2025 738.73$
807186 0110 JULENE EMBREY - REFUND 10/30/2025 42.50$
807187 6110 KAISER PERMANENTE 10/30/2025 33,034.88$
807188 0110 KAREN CRAWFORD - REFUND 10/30/2025 25.86$
807189 0110 KAREN KISBEY - REFUND 10/30/2025 12.21$
807190 5110 KELLAR EQUIPMENT HOSE AND REPAIR INC 10/30/2025 4,609.46$ 807191 1510 KERN ASPHALT PAVING & SEALING 10/30/2025 57,801.90$ 807192 0140 KERN BEHAVIORAL HEALTH AND RECOVERY 10/30/2025 176,214.22$ 807193 0110 KERN COMMUNITY FOUNDATION 10/30/2025 114,630.05$ 807194 6110 KERN COUNTY CLERKS 10/30/2025 50.00$
807195 6110 KERN COUNTY CLERKS 10/30/2025 50.00$
807196 6110 KERN COUNTY CLERKS 10/30/2025 50.00$
807197 6110 KERN COUNTY CLERKS 10/30/2025 50.00$
807198 6110 KERN COUNTY CLERKS 10/30/2025 50.00$
807199 6110 KERN COUNTY CLERKS 10/30/2025 50.00$
807200 6110 KERN COUNTY CLERKS 10/30/2025 50.00$
807201 6110 KERN COUNTY CLERKS 10/30/2025 50.00$
807202 4120 KERN ELECTRIC DISTRIBUTORS 10/30/2025 2,474.28$ 807203 5110 KERN MACHINERY INC 10/30/2025 1,923.86$
807204 0110 KERN MEDICAL 10/30/2025 2,119.90$
807205 0110 KERN PRINT SERVICES INC 10/30/2025 142.89$
807206 0110 KERN PSYCHIATRIC HEALTH AND WELLNESS CE 10/30/2025 15,269.65$ 807207 0110 KERN TROPHIES 10/30/2025 204.59$
807208 0110 KEVIN DALMAS 10/30/2025 550.00$
807209 0120 KIMLEY HORN & ASSOCIATES INC 10/30/2025 4,145.00$ 807210 4210 KNIGHTS SITE SERVICES INC 10/30/2025 597.03$ 807211 6130 KRAZAN & ASSOCIATES INC 10/30/2025 2,400.00$ 807212 0110 KVPRINT 10/30/2025 4,653.98$
807213 0140 L N CURTIS & SONS 10/30/2025 14,049.43$
807214 0110 LA-Z-BOY HOME FURNISHING 10/30/2025 4,215.26$ 807215 0110 LARRY STURTEVANT - REFUND 10/30/2025 12.21$ 807216 0110 LAUREN DIMBERG - REFUND 10/30/2025 39.61$
807217 0110 LEANDRO OLIVAREZ 10/30/2025 350.00$
807219 0110 LEROY ZINK - REFUND 10/30/2025 42.50$
807220 0110 LIEBERT CASSIDY WHITMORE 10/30/2025 12,330.00$ S:\Accounting\LACEY\ADMIN-COUNCIL\2025\COUNCIL - ADMIN\11.19.25\ 11/12/2025 ORACLE CHECK REGISTER
FROM 10/24/2025 TO 11/06/2025
PAGE 6
Payment
Number Fund Vendor Name Check Date Check Amount
807221 0110 LINDA ALONSO - REFUND 10/30/2025 42.50$
807222 4210 LOS DOS HERMANOS TRASH CREW LLC 10/30/2025 1,660.00$ 807223 0110 M ROSE OWEN - REFUND 10/30/2025 42.50$
807225 0110 MARGARET URSIN - REFUND 10/30/2025 42.50$
807226 0110 MARK W AUSTIN - REFUND 10/30/2025 42.50$
807227 0110 MARY ANNE MCLAY - REFUND 10/30/2025 42.50$
807228 0110 MARY GANDOLA-KINNETT 10/30/2025 1,103.90$
807229 4510 MEAD & HUNT INC 10/30/2025 1,707.74$
807230 4310 MEYER CIVIL ENGINEERING INC 10/30/2025 660.00$ 807231 0110 MICHAEL F QUON - REFUND 10/30/2025 42.50$
807232 0110 MICKEY D MOYER - REFUND 10/30/2025 42.50$
807233 0110 MIKE DORKIN - REFUND 10/30/2025 25.86$
807234 0110 MIKE DOYLE - REFUND 10/30/2025 42.50$
807235 0110 MILLER MENDEL INC 10/30/2025 90.00$
807236 0110 MINUTEMAN PRESS 10/30/2025 221.10$
807237 0140 MJS SOLUTIONS LLC 10/30/2025 21,936.00$
807238 4120 MKN & ASSOCIATES INC 10/30/2025 7,742.50$
807239 5110 MOTION INDUSTRIES INC 10/30/2025 172.14$
807240 5110 MOTOR CITY SALES & SERVICE 10/30/2025 333.00$ 807241 3120 MOTOROLA SOLUTIONS INC 10/30/2025 1,440,254.80$ 807243 6110 NAMI KERN COUNTY CHAPTER 10/30/2025 500.00$ 807244 0120 Nancy Garcia 10/30/2025 880.00$
807245 1520 NEW GEN ENGINEERING GROUP INC DBA MCINT 10/30/2025 48,590.00$ 807246 4310 NICHOLAS CONSTRUCTION INC 10/30/2025 2,092,288.54$ 807247 0110 Noe G Ramirez 10/30/2025 373.00$
807248 6110 NOEL ALEXANDRIA FOUNDATION - REFUND 10/30/2025 500.00$ 807249 4310 NORTH KERN WATER STORAGE DISTRICT 10/30/2025 12,482.75$ 807250 4110 NSI LAB SOLUTIONS INC 10/30/2025 1,602.00$
807251 5110 OFFICE1 10/30/2025 284.43$
807252 5110 ONE SOURCE PARTS LLC 10/30/2025 794.96$
807253 6310 P & A ADMINISTRATION SERVICES INC 10/30/2025 125.00$ 807254 3120 PAC WEST 10/30/2025 11,223.21$
807255 3110 PACE SUPPLY CORP 10/30/2025 253.23$
807256 6130 PARAGON PARTNERS LTD INC 10/30/2025 1,502.50$ 807257 5110 PARKHOUSE TIRE INC 10/30/2025 2,848.67$
807258 0110 PATRICIA DARBEE - REFUND 10/30/2025 25.86$
807259 0110 PAULA ROMINES - REFUND 10/30/2025 25.86$
807260 1510 PAVEMENT RECYCLING SYSTEMS INC 10/30/2025 58,729.44$ 807261 0110 PAVLETICH ELECTRIC 10/30/2025 12,100.00$
807262 5110 PAYLESS TOWING 10/30/2025 100.00$
807263 0110 PENSINGER TRAILER RENTALS 10/30/2025 629.87$ 807264 0110 PEOPLE FACTS LLC 10/30/2025 16.67$
807265 5110 PERFORMANCE TRUCK REPAIR 10/30/2025 241.99$ 807266 5110 PLUMBERS DEPOT 10/30/2025 1,895.90$
807267 5110 POWER BUSINESS TECHNOLOGY LLC 10/30/2025 63.57$ 807268 4210 PREMIER VALLEY TRANSPORT INC 10/30/2025 11,040.00$ 807269 0110 PRESTON GEORGE - REFUND 10/30/2025 25.86$
807270 0110 PRIMO BRANDS 10/30/2025 1,017.50$
807271 4610 PRO CLEANER UPPERS 10/30/2025 1,000.00$
807272 3310 PROVOST & PRITCHARD CONSULTING INC 10/30/2025 750.00$ 807273 4410 PROVOST & PRITCHARD CONSULTING INC 10/30/2025 4,507.60$ S:\Accounting\LACEY\ADMIN-COUNCIL\2025\COUNCIL - ADMIN\11.19.25\ 11/12/2025 ORACLE CHECK REGISTER
FROM 10/24/2025 TO 11/06/2025
PAGE 7
Payment
Number Fund Vendor Name Check Date Check Amount
807274 4310 QK 10/30/2025 4,828.32$
807275 5110 QUALITY HEAVY DUTY DIESEL ELECTRIC INC. 10/30/2025 209.38$ 807276 5110 QUESTIVITY 10/30/2025 77,945.01$
807277 5110 QUINN COMPANY INC 10/30/2025 5,695.62$
807278 4310 RANCHO TREE SERVICE 10/30/2025 14,350.00$
807279 0110 RANDYS TOWING LLC 10/30/2025 963.00$
807280 5110 RAY GASKIN SERVICE INC 10/30/2025 3,461.34$ 807281 0140 RAYMONDS TROPHY AND AWARDS 10/30/2025 129.58$ 807282 4120 REFRIGERATION SUPPLIES DIST. INC 10/30/2025 452.49$ 807283 0110 Rene A Hinojosa 10/30/2025 370.73$
807284 5110 RENEWELL FLEET SERVICE LLC 10/30/2025 88.23$ 807285 0110 RICHARD WATKINS - REFUND 10/30/2025 25.86$
807286 5110 RICHARDS CRANE SERVICE LLC 10/30/2025 9,449.18$ 807287 0110 ROBERT D MELTON - REFUND 10/30/2025 12.21$
807288 0110 ROBERT FOX 10/30/2025 175.00$
807289 0110 ROBERT TABLIT - REFUND 10/30/2025 12.21$
807290 0110 RODNEY KNIGHT - RETIREE 10/30/2025 9.36$
807291 0110 RONALD SHORT - REFUND 10/30/2025 42.50$
807292 1810 Ryan E Ryder 10/30/2025 299.00$
807293 4210 SAN JOAQUIN FENCE & SUPPLY 10/30/2025 1,383.90$ 807294 0110 SCP DISTRIBUTORS LLC 10/30/2025 1,519.33$
807295 1860 SELF HELP ENTERPRISES 10/30/2025 45,183.54$ 807296 0110 SEQUOIA PAINT ENTERPRISE 10/30/2025 390.41$ 807297 6110 SEVEN OAKS DIALYSIS 10/30/2025 380.00$
807298 6110 SHAMEKA GARNER - REFUND 10/30/2025 500.00$
807299 0110 SHIRLEY A PHILLIPS - REFUND 10/30/2025 42.50$ 807300 0110 SHIRLEY TORRES - REFUND 10/30/2025 25.86$
807301 4110 SIEMENS INDUSTRY INC 10/30/2025 5,903.96$
807302 4210 SIERRA RECYCLING AND DEMOLITION INC 10/30/2025 1,700.00$ 807303 5110 SILVAS OIL CO INC 10/30/2025 31,497.49$
807304 0110 SLATER PLUMBING & MECHANICAL 10/30/2025 7,657.27$ 807305 5110 SMITH & SON TIRE INC 10/30/2025 1,936.21$
807306 4210 SOIL CONTROL LAB INC 10/30/2025 459.00$
807307 5110 SOUTHSTAR ENGINEERING & CONSULTING, INC 10/30/2025 525.00$ 807308 0110 SOUTHWEST HAZARD PROTECTION 10/30/2025 9,315.00$ 807309 0140 SPECTRUM CANINE ISABEL LLC 10/30/2025 4,000.00$ 807310 0110 STANDARD PLUMBING SUPPLY DBA FLOYDS 10/30/2025 337.05$ 807311 4210 STARS AND STRIPES 10/30/2025 2,400.00$
807312 0110 STAY FOCUSED MINISTRIES 10/30/2025 5,590.19$ 807313 5110 SUBURBAN PROPANE 10/30/2025 65.00$
807314 0140 SUMMIT STRATEGIES GOVERNMENT AFFAIRS LL 10/30/2025 13,000.00$ 807315 0110 SUSAN ALEXANDER - REFUND 10/30/2025 25.86$
807316 0110 SUSAN CARROLL - REFUND 10/30/2025 25.53$
807317 0110 TARGET SPECIALTY PRODUCTS 10/30/2025 14,894.16$ 807318 0110 TEL TEC SECURITY SYSTEM INC 10/30/2025 90.00$ 807320 0140 THE MARCOM GROUP 10/30/2025 2,245.78$
807321 4210 THE OPEN DOOR NETWORK 10/30/2025 103,405.32$ 807322 0110 Thomas L Osborne 10/30/2025 2,440.00$
807323 0110 TONY M ALVIDREZ - REFUND 10/30/2025 25.86$
807324 0110 TPX COMMUNICATIONS 10/30/2025 2,787.49$
807325 3160 TRAFFIC MANAGEMENT INC 10/30/2025 1,811.38$ S:\Accounting\LACEY\ADMIN-COUNCIL\2025\COUNCIL - ADMIN\11.19.25\ 11/12/2025 ORACLE CHECK REGISTER
FROM 10/24/2025 TO 11/06/2025
PAGE 8
Payment
Number Fund Vendor Name Check Date Check Amount
807326 0140 TRANS-WEST SECURITY INC 10/30/2025 23,133.67$ 807327 0110 Travis S Keller 10/30/2025 83.20$
807329 0110 Trey M Penton 10/30/2025 239.00$
807330 0110 TRUDY SLATER - REFUND 10/30/2025 7.85$
807331 0110 U.S. BEHAVIORAL HEALTH PLAN 10/30/2025 1,555.54$ 807332 6110 UNITED CONCORDIA DENTAL PLANS OF CA 10/30/2025 4,407.94$ 807333 4110 UNITED REFRIGERATION INC 10/30/2025 4,353.16$ 807334 0110 USA SOFTBALL OF CENTRAL CALIFORNIA 10/30/2025 2,650.00$ 807335 4120 USP TECHNOLOGIES 10/30/2025 11,739.52$
807336 0140 VALLEY PRESSURE PROS INC 10/30/2025 11,350.00$ 807337 0110 VANGUARD CLEANING SYSTEMS INC 10/30/2025 1,055.25$ 807338 0110 VCA BAKERSFIELD ANIMAL HOSPITAL 10/30/2025 1,560.83$ 807339 1740 VERIZON WIRELESS 10/30/2025 2,299.18$
807340 0110 VERIZON WIRELESS-VSAT 10/30/2025 300.00$
807341 0110 VICTORIA DAVIS - REFUND 10/30/2025 12.39$
807342 4410 WESTAIR GASES & EQUIPMENT INC 10/30/2025 195.31$ 807343 5110 WESTCOAST HYDRAULICS 10/30/2025 709.92$
807344 1510 WHITE CAP CONSTRUCTION SUPPLY 10/30/2025 2,172.59$ 807345 5110 WILLIAMS CLEANING SYSTEMS INC 10/30/2025 1,124.80$ 807346 0110 WINSUPPLY BAKERSFIELD 10/30/2025 233.66$
807347 4410 WITCHER ELECTRIC INC 10/30/2025 697.50$
807349 5110 ZEP MANUFACTURING COMPANY 10/30/2025 177.87$ 807350 5110 ZOOM IMAGING SOLUTIONS, INC. 10/30/2025 90.77$ 807351 0110 BAKERSFIELD S P C A 11/6/2025 100,000.00$
807354 4510 CALIFORNIA WATER SERVICE 11/6/2025 142,910.80$ 807355 0110 COUNTY OF KERN INFORMATION TECHNOLOGY S 11/6/2025 12,000.00$ 807356 5110 CULLIGAN WATER CONDITIONING 11/6/2025 83.50$ 807357 5110 D M V RENEWAL 11/6/2025 64.00$
807358 0110 DEPARTMENT OF INDUSTRIAL RELATIONS 11/6/2025 675.00$ 807359 1210 DEPARTMENT OF TRANSPORTATION 11/6/2025 13,813.40$ 807360 4410 KERN COUNTY WATER AGENCY 11/6/2025 70,385.49$ 807361 0110 NEW GENERATION GRAPHICS 11/6/2025 1,735.25$ 807362 4110 PACIFIC GAS & ELECTRIC CFM/PPC 11/6/2025 6,951.42$ 807365 4610 PACIFIC GAS & ELECTRIC COMPANY 11/6/2025 832,495.44$ 807367 0110 SOCALGAS 11/6/2025 419.02$
807368 0110 SOUTHERN CALIFORNIA EDISON CO. 11/6/2025 673.83$ 807369 4210 THIRD WAVE GRAPHICS 11/6/2025 1,556.64$
807370 0110 THIRD WAVE GRAPHICS 11/6/2025 3,585.24$
807371 1510 THIRD WAVE GRAPHICS 11/6/2025 1,256.78$
807372 4120 THIRD WAVE GRAPHICS 11/6/2025 1,134.46$
807373 0110 THIRD WAVE GRAPHICS 11/6/2025 1,442.49$
807376 5110 ADVANCED DISTRIBUTION CO 11/6/2025 10,436.75$ 807378 5110 ALUMINUM CHUCK WAGON 11/6/2025 9,241.90$
807380 0110 BAKER SUPPLIES AND REPAIRS 11/6/2025 9,101.67$ 807382 5110 BLACKHOLE TECHNOLOGIES INC 11/6/2025 24,978.59$ 807387 4120 BRADY INDUSTRIES 11/6/2025 5,229.21$
807393 0110 CINTAS CORPORATION NO. 2 11/6/2025 8,466.89$ 807395 5110 FAST UNDERCAR LLC 11/6/2025 2,594.63$
807397 4410 FRUIT GROWERS LABORATORY INC 11/6/2025 2,680.00$ 807401 0110 GRAINGER INC, W W 11/6/2025 6,029.98$
807412 0110 HOME DEPOT 11/6/2025 11,163.75$
S:\Accounting\LACEY\ADMIN-COUNCIL\2025\COUNCIL - ADMIN\11.19.25\ 11/12/2025 ORACLE CHECK REGISTER
FROM 10/24/2025 TO 11/06/2025
PAGE 9
Payment
Number Fund Vendor Name Check Date Check Amount
807415 5110 JIM BURKE FORD 11/6/2025 7,147.45$
807417 5110 KERN MACHINERY INC 11/6/2025 7,421.69$
807420 0110 KERN TURF SUPPLY 11/6/2025 4,524.26$
807423 4310 LOWES HOME IMPROVEMENT 11/6/2025 3,047.44$
807425 0110 MEMORIAL OCCUPATIONAL MEDICINE 11/6/2025 25,879.00$ 807427 5110 MICHELIN NORTH AMERICA INC 11/6/2025 20,161.77$ 807430 0110 O'REILLY AUTO PARTS 11/6/2025 2,045.93$
807432 5110 QUINN COMPANY INC 11/6/2025 28,076.90$
807433 0110 REFRIGERATION SUPPLIES DIST. INC 11/6/2025 4,228.36$ 807436 0120 STINSON STATIONERS 11/6/2025 7,294.19$
807440 1910 TEL TEC SECURITY SYSTEM INC 11/6/2025 1,964.92$ 807446 4410 UNIFIED FIELD SERVICES CORPORATION 11/6/2025 119,384.89$ 807450 1510 VESTIS SERVICES LLC 11/6/2025 3,764.06$
807451 0110 A T & T 11/6/2025 225.00$
807452 5110 A-1 ALTERNATIVE FUEL SYSTEMS 11/6/2025 1,608.24$ 807453 0110 ABC OCCUPATIONAL MEDICAL CENTER 11/6/2025 360.00$ 807454 0110 ACC BUSINESS 11/6/2025 1,755.80$
807455 5110 AEP CALIFORNIA LLC 11/6/2025 71,679.05$
807458 0140 ALL AMERICAN GLASS 11/6/2025 17,005.82$
807459 0140 ALL AMERICAN UNIFORMS LLC 11/6/2025 185.06$ 807460 5110 ALL THAT LETTERING SIGN COMPANY 11/6/2025 258.62$ 807461 4120 ALLIANCE TECHNICAL GROUP LLC 11/6/2025 385.00$ 807462 0110 ALLIANT INSURANCE SERVICES, INC 11/6/2025 5,509.00$ 807463 3170 AMAZING BOUNCE 11/6/2025 11,210.00$
807464 4210 AMERICAN INTERNATIONAL ENVIRONMENTAL 11/6/2025 19,788.76$ 807465 5110 APPLIED LNG TECHNOLOGIES LLC 11/6/2025 15,288.97$ 807466 0110 ARGO CHEMICAL INC 11/6/2025 7,827.31$
807467 0140 ASBESTOS SERVICES INC 11/6/2025 3,014.00$
807468 5110 AUTO TECH AND SMOG 11/6/2025 192.00$
807469 0110 AUTO TINT WEST INC 11/6/2025 422.08$
807470 5110 AUTOZONE STORES INC 11/6/2025 305.98$
807471 4310 B & B SURPLUS 11/6/2025 21.65$
807472 0140 BACSCO 11/6/2025 3,116.38$
807473 4410 BADGER METER INC 11/6/2025 146,272.81$
807474 5110 BAKERSFIELD TRUCK CENTER 11/6/2025 759.33$
807475 5110 BARNES WELDING SUPPLY 11/6/2025 1,907.22$
807476 5110 BARNETT'S TOWING SERVICE INC 11/6/2025 150.00$ 807477 5110 BERCHTOLD EQUIPMENT CO 11/6/2025 73.30$
807478 6110 BLUE SHIELD OF CALIFORNIA 11/6/2025 636,687.07$ 807479 3110 BLUEPRINT SERVICE CO 11/6/2025 1,644.19$
807480 3160 BNSF RAILWAY CO INC 11/6/2025 4,787.11$
807481 0110 BOWMAN ASPHALT 11/6/2025 44,000.00$
807482 5110 BROCKS TRAILER 11/6/2025 270.63$
807483 0110 Bryce D Patterson 11/6/2025 199.00$
807484 4120 BSK ASSOCIATES 11/6/2025 21,720.03$
807485 0110 BSW ROOFING CONTRACTORS INC 11/6/2025 1,039.20$ 807486 0110 BUDGET BOLT INC 11/6/2025 495.14$
807487 1210 C A RASMUSSEN INC 11/6/2025 912,677.33$
807488 0110 Caleb A Morris 11/6/2025 2,000.00$
807489 5110 CALIFORNIA FUELS & LUBRICANTS 11/6/2025 64,752.61$ 807490 5110 CALIFORNIA TRUCK ACCESSORIES 11/6/2025 1,246.18$ S:\Accounting\LACEY\ADMIN-COUNCIL\2025\COUNCIL - ADMIN\11.19.25\ 11/12/2025 ORACLE CHECK REGISTER
FROM 10/24/2025 TO 11/06/2025
PAGE 10
Payment
Number Fund Vendor Name Check Date Check Amount
807491 1210 CEN-CAL CONSTRUCTION INC 11/6/2025 177,102.58$ 807492 1510 CENTENNIAL ASPHALT COMPANY 11/6/2025 3,156.75$ 807493 0110 CHAMPION HARDWARE 11/6/2025 165.63$
807494 5110 CHART INDUSTRIES 11/6/2025 1,396.29$
807495 5110 CHESTER AVENUE BRAKE & SUPPLY 11/6/2025 186.62$ 807496 0110 Chris Borden 11/6/2025 430.00$
807497 1910 CIMCO REFRIGERATION INC 11/6/2025 139,536.90$ 807498 4120 CLARK PEST CONTROL INC 11/6/2025 102.00$
807499 0110 CLEO BLACKBURN - REFUND 11/6/2025 25.86$
807500 0110 CLIFFORD & BROWN 11/6/2025 840.00$
807501 0110 CONSOLIDATED ELECTRICAL DISTRIBUTORS IN 11/6/2025 1,489.62$ 807502 0110 CREATIVE FINANCIAL STAFFING LLC 11/6/2025 2,365.13$ 807503 4120 CRIDER CONSTRUCTION INC 11/6/2025 6,724.37$ 807504 5110 CUMMINS SALES AND SERVICE 11/6/2025 833.78$ 807505 5110 DAVES FLEET MAINT & TOWING INC 11/6/2025 196.00$ 807506 0140 DELL MARKETING L P 11/6/2025 172.78$
807507 4210 DELTA LIQUID ENERGY 11/6/2025 377.34$
807508 5110 E J WARD INCORPORATED 11/6/2025 1,436.80$
807509 1510 ECOLINE INDUSTRIAL SUPPLY 11/6/2025 2,480.66$ 807510 4120 ELECTRIC MOTOR WORKS INC 11/6/2025 14,641.31$ 807511 0110 Elisha S Felix 11/6/2025 239.00$
807512 1910 EMBROIDERY PLUS LLC 11/6/2025 389.70$
807513 0140 EMTS INC 11/6/2025 350.00$
807514 0110 EWING IRRIGATION PRODUCTS 11/6/2025 20.86$
807515 4210 FEDEX 11/6/2025 115.25$
807516 3110 FERGUSON ENTERPRISES INC 11/6/2025 6,686.84$ 807517 0110 FINQUERY LLC 11/6/2025 8,000.00$
807518 0140 FIRST AMERICAN TITLE COMPANY 11/6/2025 682.00$ 807519 4210 FIRST CHOICE COFFEE SERVICES INC 11/6/2025 49.22$ 807520 5110 FLEET PRIDE INC 11/6/2025 146.88$
807521 5110 FLEET SERVICES TOWING INC 11/6/2025 50.00$
807522 5110 FLS SUPPLY 11/6/2025 457.90$
807524 5110 FRANK J ZAMBONI & CO INC 11/6/2025 97.38$
807525 5110 FRED CUMMINGS MOTORSPORTS INC 11/6/2025 13.80$ 807526 0110 FUN EXPRESS 11/6/2025 108.35$
807527 0110 GARDEN PATHWAYS INC 11/6/2025 16,915.70$
807528 0110 GARDENERS SUPPLY INC 11/6/2025 117.99$
807529 5110 GLOBAL CTI GROUP 11/6/2025 4,837.50$
807530 5110 GOLDEN EMPIRE TOWING INC 11/6/2025 2,325.25$ 807531 5110 GOLDEN STATE PETERBILT 11/6/2025 525.10$
807532 1210 GRANITE CONSTRUCTION INC 11/6/2025 467,585.90$ 807533 5110 GREGS PETROLEUM SERVICES INC 11/6/2025 13,577.62$ 807534 0110 GRIFFITH COMPANY INC 11/6/2025 2,703,892.12$ 807535 5110 H & S BODY WORKS & TOWING 11/6/2025 172.00$ 807536 5110 HADDAD DODGE 11/6/2025 2,176.24$
807537 0110 HALL LETTER SHOP 11/6/2025 1,676.46$
807538 3120 HIGHSTREET IT SOLUTIONS LLC 11/6/2025 6,417.00$ 807539 0110 HOME DEPOT PRO 11/6/2025 1,669.43$
807540 5110 HYDRAULIC CONTROLS INC 11/6/2025 397.23$
807541 4120 INDUSTRIAL ELECTRIC CONSTRUCTION & MAIN 11/6/2025 1,743.00$ 807542 0110 Jack W Rice 11/6/2025 286.00$
S:\Accounting\LACEY\ADMIN-COUNCIL\2025\COUNCIL - ADMIN\11.19.25\ 11/12/2025 ORACLE CHECK REGISTER
FROM 10/24/2025 TO 11/06/2025
PAGE 11
Payment
Number Fund Vendor Name Check Date Check Amount
807543 0110 James T Moore 11/6/2025 72.00$
807544 0110 Jaritza Nunez 11/6/2025 287.00$
807546 5110 JERRY & KEITHS INC 11/6/2025 11,874.02$
807547 5110 JIM BURKE LINCOLN MERCURY 11/6/2025 5,056.24$ 807548 5110 JIMS TOWING INC 11/6/2025 100.00$
807549 0110 JORGENSEN & CO 11/6/2025 394.64$
807550 0110 JOSES ORNAMENTAL SUPPLY INC 11/6/2025 48.71$ 807551 4210 K & I SERVICES INC 11/6/2025 26,204.00$
807552 5110 K & R TOWING 11/6/2025 150.00$
807553 5110 KELLAR EQUIPMENT HOSE AND REPAIR INC 11/6/2025 12,166.76$ 807554 1510 KERN ASPHALT PAVING & SEALING 11/6/2025 8,037.90$ 807555 0140 KERN BUILDING MATERIALS 11/6/2025 302.96$
807556 6110 KERN COUNTY CLERKS 11/6/2025 50.00$
807557 0110 KERN RIVER POWER EQUIPMENT 11/6/2025 458.39$ 807558 0110 KERN TROPHIES 11/6/2025 307.65$
807559 3110 KIMLEY HORN & ASSOCIATES INC 11/6/2025 3,966.50$ 807560 4510 KNIGHTS SITE SERVICES INC 11/6/2025 250.25$ 807561 0110 KROLL SETTLEMENT ADMINISTRATION LLC 11/6/2025 848.00$ 807562 0110 KRONOS INCORPORATED 11/6/2025 377.38$
807563 0110 LEVEL 3 COMMUNICATIONS LLC 11/6/2025 3,836.88$ 807564 0110 LEXISNEXIS MATTHEW BENDER 11/6/2025 738.72$ 807565 1510 LOOP ELECTRIC INC 11/6/2025 6,700.00$
807566 4210 LOS DOS HERMANOS TRASH CREW LLC 11/6/2025 2,535.00$ 807568 5110 MAR-CO EQUIPMENT CORP 11/6/2025 835.74$
807570 0110 Matthew Aguilar 11/6/2025 399.00$
807571 0110 Matthew D Perry 11/6/2025 1,014.30$
807572 0110 Matthew R Hernandez 11/6/2025 545.00$
807573 4210 METROPOLITAN RECYCLING LLC 11/6/2025 96,961.80$ 807574 1510 MEYER CIVIL ENGINEERING INC 11/6/2025 42,917.50$ 807575 0110 Michael J Lencioni 11/6/2025 1,178.48$
807576 4310 Miguel A Chavez 11/6/2025 199.00$
807577 0120 MINUTEMAN PRESS 11/6/2025 591.11$
807578 5110 MOBILE AG & INDUSTRIAL SUPPLY INC 11/6/2025 970.27$ 807579 0110 MOTION INDUSTRIES INC 11/6/2025 1,292.97$
807580 5110 MOTOR CITY SALES & SERVICE 11/6/2025 1,446.00$ 807581 5110 MUNICIPAL MAINTENANCE EQUIP INC 11/6/2025 202.16$ 807582 4120 NEW GEN ENGINEERING GROUP INC DBA MCINT 11/6/2025 8,910.00$ 807583 5110 OFFICE1 11/6/2025 101.13$
807584 5110 ONE SOURCE PARTS LLC 11/6/2025 244.95$
807585 1740 ORR PROTECTION SYSTEMS - REFUND 11/6/2025 67.00$ 807586 4120 OVIVO USA LLC 11/6/2025 187,532.30$
807587 6310 P & A ADMINISTRATION SERVICES INC 11/6/2025 376.74$ 807588 5110 PACIFIC GAS & ELECTRIC COMPANY 11/6/2025 3,000.00$ 807589 5110 PACIFIC GAS & ELECTRIC COMPANY 11/6/2025 1,744.00$ 807590 5110 PAPE KENWORTH 11/6/2025 177.76$
807591 3160 PARSONS TRANSPORTATION GROUP INC 11/6/2025 37,414.33$ 807592 4210 PATRIOT ENVIRONMENTAL SERVICES 11/6/2025 1,800.00$ 807593 5110 PAYLESS TOWING 11/6/2025 50.00$
807594 5110 PB LOADER MANUFACTURING CO 11/6/2025 1,337.44$ 807595 0140 PENSINGER TRAILER RENTALS 11/6/2025 96.33$
807596 5110 PERFORMANCE TRUCK REPAIR 11/6/2025 536.73$
S:\Accounting\LACEY\ADMIN-COUNCIL\2025\COUNCIL - ADMIN\11.19.25\ 11/12/2025 ORACLE CHECK REGISTER
FROM 10/24/2025 TO 11/06/2025
PAGE 12
Payment
Number Fund Vendor Name Check Date Check Amount
807597 0110 PET WASTE ELIMINATOR BFT 11/6/2025 1,472.20$ 807598 0110 Pilar M Colunga 11/6/2025 75.76$
807599 0110 PIONEER PAINT 11/6/2025 1,306.20$
807600 5110 POWER MACHINERY CENTER 11/6/2025 643.77$
807601 4210 PREMIER VALLEY TRANSPORT INC 11/6/2025 5,280.00$ 807602 3310 PROVOST & PRITCHARD CONSULTING INC 11/6/2025 5,991.60$ 807603 4210 QCS QUICK CUSTOM SIGNS 11/6/2025 4,547.97$
807604 3120 QK 11/6/2025 7,867.90$
807605 5110 QUINN COMPANY INC - EQ 11/6/2025 24,503.63$ 807606 4310 RAIN FOR RENT INC 11/6/2025 397.49$
807607 0110 RANCHO TREE SERVICE 11/6/2025 39,216.85$
807608 5110 RANDYS TOWING LLC 11/6/2025 50.00$
807609 5110 RAY GASKIN SERVICE INC 11/6/2025 9,415.77$
807610 0110 RAYMONDS TROPHY AND AWARDS 11/6/2025 215.96$ 807611 0110 READY REFRESH 11/6/2025 179.83$
807612 0110 REFRIGERATION SUPPLIES DIST. INC 11/6/2025 298.95$ 807613 5110 RENEWELL FLEET SERVICE LLC 11/6/2025 927.21$ 807614 5110 RICHARDS CRANE SERVICE LLC 11/6/2025 9,750.29$ 807615 0110 Ryan B Vaughan 11/6/2025 227.00$
807616 4310 SAN JOAQUIN FENCE & SUPPLY 11/6/2025 24,853.80$ 807617 5110 SAN JOAQUIN TIRES & WHEELS 11/6/2025 89.95$ 807618 0110 SCP DISTRIBUTORS LLC 11/6/2025 237.84$
807619 0140 SHERWIN WILLIAMS COMPANY 11/6/2025 34.21$
807620 5110 SILVAS OIL CO INC 11/6/2025 20,171.04$
807621 0110 SMART & FINAL IRIS COMPANY 11/6/2025 219.77$ 807622 5110 SMITH & SON TIRE INC 11/6/2025 1,164.05$
807623 4310 Solomon N Sackett 11/6/2025 199.00$
807624 0140 STANDARD PLUMBING SUPPLY DBA FLOYDS 11/6/2025 333.72$ 807625 0110 STANTEC CONSULTING SERVICES INC 11/6/2025 18,049.00$ 807626 0110 STEVEN P KINNEY 11/6/2025 2,274.00$
807627 0120 STINSON STATIONERS 11/6/2025 262.29$
807628 5110 SUBURBAN PROPANE 11/6/2025 2,269.88$
807629 4110 SURFACE PUMPS INC 11/6/2025 14,277.35$
807630 0110 SWANK MOTION PICTURES INC 11/6/2025 913.75$ 807631 0110 TATES JANITORIAL SERVICE 11/6/2025 5,000.00$ 807632 5110 TEN EIGHT TOW INC 11/6/2025 100.00$
807633 0140 THE MARCOM GROUP 11/6/2025 245.47$
807634 1110 THE OPEN DOOR NETWORK 11/6/2025 73,298.95$
807635 0110 Tim Ortiz 11/6/2025 38.78$
807636 4120 TITAN QUALITY POWER SERVICES LLC 11/6/2025 5,319.41$ 807637 6180 TODD GROUNDWATER 11/6/2025 10,260.00$
807638 0110 TOTAL LANDSCAPE MAINTENANCE 11/6/2025 950.00$ 807639 5110 TRINITY SAFETY COMPANY 11/6/2025 775.07$
807640 5110 TYACK TIRES INC 11/6/2025 7,801.77$
807641 0110 U S BANK CM-9703 11/6/2025 3,000.00$
807642 4120 U S BANK TRUST NA 11/6/2025 1,595.00$
807643 5110 ULINE SHIPPING SUPPLY 11/6/2025 197.41$
807644 4120 UNITED REFRIGERATION INC 11/6/2025 67.63$
807645 4120 USP TECHNOLOGIES 11/6/2025 23,410.40$
807646 0110 VALLEY CONSTRUCTION SUPPLY INC 11/6/2025 6,642.66$ 807647 1120 VENTURA COUNTY COMMUNITY DEVELOPMEN 11/6/2025 43,000.00$ S:\Accounting\LACEY\ADMIN-COUNCIL\2025\COUNCIL - ADMIN\11.19.25\ 11/12/2025 ORACLE CHECK REGISTER
FROM 10/24/2025 TO 11/06/2025
PAGE 13
Payment
Number Fund Vendor Name Check Date Check Amount
807648 0110 Verion D Coleman Jr 11/6/2025 299.00$
807649 0110 VERITEXT 11/6/2025 2,267.50$
807650 0120 VERIZON WIRELESS 11/6/2025 54,824.93$
807651 0110 W M LYLES COMPANY 11/6/2025 77,342.66$
807652 4110 WASTEWATER SOLIDS MANAGEMENT CO 11/6/2025 42,732.25$ 807653 4410 WAXIE SANITARY SUPPLY 11/6/2025 395.58$
807654 5110 WESTCOAST HYDRAULICS 11/6/2025 1,949.31$
807655 5110 WEX BANK 11/6/2025 2,308.38$
807656 0110 WHITE CAP CONSTRUCTION SUPPLY 11/6/2025 210.22$ 807657 1860 WILLDAN ENGINEERING 11/6/2025 12,182.50$
807658 5110 WILLIAMS CLEANING SYSTEMS INC 11/6/2025 683.05$ 807659 1510 ZAP MANUFACTURING INC 11/6/2025 2,622.32$
9998495 5110 DEPARTMENT OF THE TREASURY 10/30/2025 248.08$ 9998496 1860 DP CAL CORPORATE PLAZA LP 10/30/2025 4,284.95$ 806926 5210 DAVID E DOWDY 10/30/2025 1,440.00$
806931 5210 JOEL HOFFMAN 10/30/2025 100.00$
806940 5210 ROBERT WATSON AND MORGAN-LOGAN LAW GROU 10/30/2025 800,000.00$ 806957 5210 CLIFFORD & BROWN 10/30/2025 21,858.71$
807020 5210 AIMS C/O HANNA BROPHY MACLEAN 10/30/2025 14,855.00$ 807021 5210 AIMS C/O YRULEGUI & ROBERTS APC 10/30/2025 20,273.46$ 807036 5210 Antonio M Perez 10/30/2025 160.00$
807081 5210 Christino Torres 10/30/2025 160.00$
807086 5210 CLIFFORD & BROWN TRUST 10/30/2025 10,024.15$ 807098 5210 Daniel E Thompson 10/30/2025 137.37$
807104 5210 David L Cook 10/30/2025 160.00$
807137 5210 Francisco Uribe 10/30/2025 160.00$
807168 5210 Israel M Parra 10/30/2025 160.00$
807218 5210 LEHIGH OUTFITTERS LLC 10/30/2025 480.00$
807224 5210 MARDEROSIAN & COHEN 10/30/2025 198,797.10$
807242 5210 NADINE YEARY 10/30/2025 3,472.20$
807319 5210 TERI HARLESS 10/30/2025 3,859.18$
807328 5210 TREK DIGITAL PRODUCTS INC 10/30/2025 955.16$ 807348 5210 Zacariah L Newton 10/30/2025 155.99$
807366 5210 Seth P Lucas 11/6/2025 160.00$
807456 5210 AIMS C/O HANNA BROPHY MACLEAN 11/6/2025 465.00$ 807457 5210 AIMS C/O YRULEGUI & ROBERTS APC 11/6/2025 5,261.39$ 807523 5210 Frank J Tinoco 11/6/2025 160.00$
807545 5210 Javier S Gonzales 11/6/2025 160.00$
807567 5210 Luis B Reyes 11/6/2025 160.00$
807569 5210 Martin Ramos 11/6/2025 160.00$
9998497 5210 WELLS FARGO BANK 10/30/2025 210,412.99$
9998498 5210 WELLS FARGO BANK 11/6/2025 290,218.17$
18,809,285.80$
S:\Accounting\LACEY\ADMIN-COUNCIL\2025\COUNCIL - ADMIN\11.19.25\

ADMINISTRATIVE REPORT

MEETING DATE: November 19, 2025 AGENDA CATEGORY: Consent – Payments and Agreements TO: Honorable Mayor and City Council
FROM: Randy McKeegan, Finance Director
DATE: November 12, 2025
SUBJECT: Receive and file department agreements over $40,000 and under $100,000 between October 24, 2025
and November 6, 2025

RECOMMENDATION:

Staff recommends receiving and filing the report.

BACKGROUND:

In accordance with Bakersfield Municipal Code Chapter 3.20 the Finance Director must report other financial reports required to indicate the financial condition of the city periodically to the City Council. In conjunction with changes to Bakersfield Municipal Code Section 3.20, an informational report was requested to provide documentation of contracts between $40,000 and $100,000 to increase transparency and measure the effectiveness of the changes in contract authority threshold amounts.

FISCAL IMPACT:
$844,849.00

COUNCIL GOAL:

Innovative and Efficient City Government

ATTACHMENTS:

Department Agreement Report 11.19.25

Document Number Name Subject Amount Date Miscellaneous Information PW25-088 Trinity Consultants Staff for the compliance of San Joaquin valley unified air pollution control $60,000.00 10/24/2025
PW25-090 New Gen Engineering
Group
Design and engineer the dr martin Luther king jr Blvd. sewer improvement project $71,419.00 10/24/2025
ED25-048 DV Therapy EOA - Site improvements exterior painting parking lot improvements landscaping and related work $40,000.00 10/28/2025 F25-015 Hinderliter De Llamas
and Associates Sale tax consultation services $100,000.00 10/28/2025 CA25-011 Duane Morris Attorney Retainer: General Miscellaneous Issues $100,000.00 10/30/2025 CA25-012 Duane Morris Attorney Retainer: BKR LLC $100,000.00 10/30/2025 ED25-049 Kos Mont & Associates
Inc EIFD Feasibility Study $55,000.00 10/30/2025
PW25-093
Clawson Automotive
Equipment & Service
Inc
Provide installation inspection maintenance and repair
services on city owned vehicle lifts and Assoc equip $100,000.00 10/31/2025 PW22-157(3) Turner Trans Lift Inc Providing 60 ton crane w/operator $40,000.00 10/31/2025 WR25-044 HF&J Consultants Provided financial consulting services $78,430.00 11/3/2025 DS25-047 Willdan Engineering Plan Check Services $100,000.00 11/6/2025 $844,849.00

ADMINISTRATIVE REPORT

MEETING DATE: November 19, 2025 AGENDA CATEGORY: Consent - Ordinances TO: Honorable Mayor and City Council
FROM: Phillip Burns, Development Services Director
DATE: November 14, 2025
SUBJECT: Ward Inclusion (1st reading) – Annexation 713 South H No. 4 (Ward 2)

First reading of an ordinance amending Bakersfield Municipal Code Section 1.12.020 by adding Annexation No. 713 to Council Ward 2.

RECOMMENDATION:

Staff recommends first reading of ordinance.

BACKGROUND:

This ordinance amends the ward boundaries to include Annexation No. 713 in Council Ward 2. Kern County Local Area Formation Commission (LAFCo) recorded the Certificate of Completion on September 26, 2025.

Annexation No. 713 (South H No. 4) is approximately 0.673 acres, generally located at the northwest corner of South H Street and Cecil Brunner Drive. This annexation was initiated by the property owner.

The territory currently has a General Plan designation of GC (General Commercial and is City pre-zoned as R-3 (Medium Density Multi-Unit Dwelling). This area will be added into Ward 2.

FISCAL IMPACT:

The exchange of property tax revenues for this annexation is covered under the Master Tax Split Agreement (Memorandum of Understanding 15-277) between the City of Bakersfield and the County of Kern.

COUNCIL GOAL:

Reliable Infrastructure

ATTACHMENTS:

Ordinance with Exhibits

ORDINANCE NO. ____________

AN ORDINANCE AMENDING BAKERSFIELD MUNICIPAL CODE
SECTION 1.12.020 BY ADDING ANNEXATION NO. 713 TO
WARD 2.

WHEREAS, the Local Agency Formation Commission (LAFC o) adopted a resolution for Annexation No. 713 recently ordering the territories annexed to the City of Bakersfield; and

WHEREAS, the territories ordered to be annexed to the City of Bakersfield are required to be within a City Council Ward Boundary; and

WHEREAS, the LAFCo recently completed the annexation for the territories to the City of Bakersfield, the exterior boundaries of Annexation No. 713 which is shown on the map in Exhibit B and described in the attached Exhi bit A, attached hereto and incorporated as though fully set forth herein.

NOW, THEREFORE, BE IT ORDAINED by the Council of the City of Bakersfield as follows:

Section 1.

All of the foregoing recitals are hereby found to be true and correct.

Section 2.

Annexation No. 713 shall be included in Ward 2.

Section 3.

Section 1.12.020 of the Bakersfield Municipal Code is hereby amended by adding thereto the legal description set forth in Exhibit A.

Section 4.

This ordinance shall be posted in accordance with the Bakersfield Municipal Code and shall become effective upon the annexation of the above - described territory to the City of Bakersfield, but not less than thirty (30) days from and after the date of its passage.

---------o0o--------

2 I HEREBY CERTIFY that the foregoing Ordinance was passed and adopted, by the Council of the City of Bakersfield at a regular meeting thereof held on the _____day of_____________, by the following vote:

AYES: COUNCILMEMBER:

NOES: COUNCILMEMBER: _______________________________________________________________ ABSTAIN: COUNCILMEMBER: ________________________________________________________________ ABSENT: COUNCILMEMBER: ________________________________________________________________

_______________________________________

JULIE DRIMAKIS, CMC
CITY CLERK and Ex Officio Clerk
of the Council of the City of Bakersfield

APPROVED

_______________________________

KAREN GOH
MAYOR of the City of Bakersfield

APPROVED as to form:

VIRGINIA GENNARO
City Attorney

By: ____________________________

VIRIDIANA GALLARDO-KING
Deputy City Attorney

Exhibits: A Legal Description
B Map

ADMINISTRATIVE REPORT

MEETING DATE: November 19, 2025 AGENDA CATEGORY: Consent-Ordinances TO: Honorable Mayor and City Council
FROM: Virginia Gennaro, City Attorney
DATE: November 6, 2025
SUBJECT: Adoption of the following ordinances amending various sections of the Bakersfield Municipal Code (FR 11/5/25)

1. An ordinance amending Section 3.20.105 relating to Purchasing and Contract Procedure.

2. An ordinance amending Sections 15.66.020, 15.66.060 and 15.66.080 relating to Drilling for and Production of Petroleum.

3. An ordinance amending Chapters 15.04, 15.05, 15.07, 15.09, 15.11, 15.13, 15.15, 15.17, 15.19, 15.30, and Chapter 15.31 relating to the 2025 versions of the California Building and Construction Codes.

RECOMMENDATION:

Staff recommends adoption of the ordinance amendments.

BACKGROUND:

Periodically, various Departments throughout the City request minor changes to the Bakersfield Municipal Code (“BMC”). Generally, the changes are sought to make a section read better or to reflect current practice or correct typographical errors, or to comply with new rules and regulations. Among other things, the following amendments will clean up outdated purchasing threshold amounts, allow construction over or within ten feet of a California Geologic Energy Management Division (“CalGEM”) classified/ide ntified plugged and abandoned dry hole and adopt the State of California 2025 versions of the Building Code, among other codes.

The following is a list of ordinance changes that are being recommended by Staff:

1. BMC Section 3.20.105. this amendment cleans up inadvertent references to the outdated purchasing threshold amounts to ensure consistency throughout the section. Additionally, Subsection E, which applies to contract change orders for public works contracts, will be updated to similarly reflect the increased threshold amounts, authorizing change orders up to $25k or 25% of the contract without Council approval.20

2. BMC Section 15.66.020 this amendment revises the correct name of the Uniform California Fire Code, which is relied upon within Chapter 15.66.

3. BMC Section 15.66.060 this amendment includes a reserved section for future use.

4. BMC Section 15.66.080 this amendment adds Subsection D, which addresses development/construction over or within ten feet of a CalGEM classified/identified plugged and abandoned dry hole. Subsequent to First Reading, City Staff reconvened and updated BMC Section

15.66.080(B) by replacing the word “notwithstanding” to “except” in order to provide further clarity to the reader that there is an exception to the general rule.

5. BMC Chapter 15.04, BMC Chapter 15.05, BMC Chapter 15.07, BMC Chapter 15.09, BMC Chapter

15.11, BMC Chapter 15.13, BMC Chapter 15.15, BMC Chapter 15.17, BMC Chapter 15.19, BMC Chapter 15.30 and BMC Chapter 15.31. These amendments are part of the normal code adoption cycle which occurs every three years after the publication of the new national model codes. The new codes include mostly minor revisions updating the 2025 version of various codes, as well as identifying that City is not adopting the Sleeping Lofts and Emergency Housing, and enacting the California Wildland-Urban Interface Code.

FISCAL IMPACT:

This action to approve changes to the Bakersfield Municipal Code and will not have an impact on the City General Fund.

COUNCIL GOAL:

Innovative and Efficient City Government

ATTACHMENTS:

1. Ordinance amending Section 3.20.105 relating to Purchasing and Contract Procedure.

2. Ordinance amending Sections 15.66.020, 15.66.060 and 15.66.080 relating to Drilling for and Production of Petroleum.

3. O rdinance amending Chapters 15.04, 15.05, 15.07, 15.09, 15.11, 15.13, 15.15, 15.17, 15.19,

15.30, and Chapter 15.31 relating to the 2025 versions of the California Building and Construction Codes.

__________________________________________________
Ordinance Amending Chapter 3.20, Section 3.20.105 of the Bakersfield Municipal Code Relating to Purchasing and Contract procedures.

Page 1 of 2 ends

ORDINANCE NO. ___________

ORDINANCE AMENDING CHAPTER 3.20, SECTION 3.20.105

OF THE BAKERSFIELD MUNICIPAL CODE RELATING TO
PURCHASING AND CONTRACT PROCEDURES.

BE IT ORDAINED by the Council of the City of Bakersfield as follows:

SECTION 1.

Chapter 3.20, Section 3.20.105 of the Bakersfield Municipal Code is hereby amended to read as follows:

3.20.105 Contract procedures.

A. Amounts of Twenty -Five Thousand Dollars or Less. All contracts involving the purchase of services under which the city is obligated to pay twenty -five thousand dollars or less shall be set forth in writing, approved as to form by the city attorney, signed by a city department head and the finance direct or, and filed with the city clerk.

B. Contracts of More than Twenty -Five Thousand Dollars and Less than One Hundred Thousand Dollars and One Cent. All contracts involving the purchase of services under which the city is obligated to pay more than twenty-five thousand dollars and less than one hundred thousand dollars and one cent shall be set forth in writing, approved as to form by the city attorney, signed by the mayor, a city department head, the city attorney, the finance director, and filed with the city clerk.

C. Amounts Over One Hundred Thousand Dollars. With the exception of contracts under the city’s single-family residential rehabilitation program which are funded with federal funds, which do not exceed the city council- adopted maximum amounts, all contracts under which the city is obligated to pay mor e than one hundred thousand dollars, whether or not such amounts will be paid or reimbursed by a third party, shall be authorized only by the city council. Such contracts shall also require the signatures set forth in subsection B of this section.

D. Amendment to Contracts. Any amendment or modification of any contracts subject to the provisions of this section shall be set forth in writing and signed as required by the applicable subsection of this section. Contracts requiring city council authorization, except for public w orks contracts, may only be amended by city council action. Except for public works contracts, amendments cumulatively exceeding the amounts set forth in subsection B of this section shall be authorized only by the city council.

E. Public Works Contract Amendment . Each amendment to a public works contract (change order) exceeding an amount of twenty-five thousand dollars or which, together with all other previously approved change orders for that contract, exceeds twenty-five percent of the original contract amount, must be

__________________________________________________
Ordinance Amending Chapter 3.20, Section 3.20.105 of the Bakersfield Municipal Code Relating to Purchasing and Contract procedures.

Page 2 of 2 ends

authorized by the city council and shall require the signatures specified in subsection B of this section, regardless of whether the city’s obligation under the original contract was for one hundred thousand dollars or more. Other change orders shall not require city council approval, but shall require the signatures specified in subsection B of this section.

F. Representation Must Be in Writing. The city of Bakersfield shall not be bound by any representation of any officer, employee or agent of the city which would serve to create or amend a contract unless and until such representation has been set forth in writing and approved and signed as set forth in this section.

G. Notwithstanding subsection C of this section, contracts for the purchase of concrete, fuel and asphalt less than one hundred and fifty thousand dollars and one cent shall not require city council authorization. (Ord. 5186 § 3, 2024; Ord. 4285 § 1, 2005; Or d. 4057 § 1, 2002; Ord. 3863 §§ 3—7, 1998; Ord. 3750 § 1, 1997; Ord. 3705 § 1, 1996; Ord. 3278 § 1, 1990)

SECTION 2.

This Ordinance shall be posted in accordance with the Bakersfield Municipal Code and shall become effective thirty (30) days after the date of its passage.

---------o0o----------

I HEREBY CERTIFY that the foregoing Ordinance was passed and adopted, by the Council of the City of Bakersfield at a regular meeting thereof held on _____________________________ by the following vote:

AYES: COUNCILMEMBER: ARIAS, GONZALES, WEIR, SMITH, KOMAN, BASHIRTASH, KAUR NOES: COUNCILMEMBER: __________________________________________________________________ ABSTAIN: COUNCILMEMBER: ___________________________________________________________________ ABSENT: COUNCILMEMBER: ____________________________________________________________________

______________________________________

JULIE DRIMAKIS, CPMC, MMC
CITY CLERK and Ex Officio Clerk of the Council
of the City of Bakersfield
APPROVED:

By:______________________________

KAREN GOH
Mayor

APPROVED AS TO FORM:

VIRGINIA GENNARO
City Attorney

By: ______________________________

ASHLEY ZAMBRANO
Deputy City Attorney II

AEZ/blf S:\COUNCIL\Ords\25-26\3.20.105Contract Procedures.Rdl.docx

____________________________
Ordinance Amending Chapter 15.66- Drilling for and Production of Petroleum.

-- Page 1 of 20 Pages --

ORDINANCE NO. __________________

ORDINANCE AMENDING CHAPTER 15.66 OF THE

BAKERSFIELD MUNICIPAL CODE RELATING TO DRILLING

FOR AND PRODUCTION OF PETROLEUM

BE IT ORDAINED by the Council of the City of Bakersfield as follows:

SECTION 1.

Chapter 15.66 of the Bakersfield Municipal Code is hereby amended to read as follows:

Chapter 15.66 Drilling for and Production of Petroleum:

Sections:

15.66.010 Purpose.

15.66.020 Definitions.

15.66.030 Permits.

15.66.040 Well site development standards.

15.66.050 Abandoned and idle wells.

15.66.060 Reserved.

15.66.070 Enforcement.

15.66.080 Development/Construction encroachment in petroleum areas.

15.66.010 Purpose.

It is the intent and purpose of this chapter to regulate the drilling, redrilling and recovery of oil, gas and other hydrocarbons, including injection wells, so that these activities may be conducted in a manner that: (A) protects public health, safety and welfare; (B) conforms with established codes and regulations; (C) minimizes the potential impact to property and mineral rights owners; (D ) encourages drill site consolidation; and (E) protects the quality of the environment. This chapter provides local regulations for petroleum drilling and production. These operations are also subject to state and federal regulations administered by those agencies.

15.66.020 Definitions.

The terms set forth in this chapter shall have the meanings herein unless it is apparent from the context that a different meaning is intended.

____________________________
Ordinance Amending Chapter 15.66- Drilling for and Production of Petroleum.

-- Page 2 of 20 Pages --
“Abandonment” means the permanent plugging of a well in accordance with the requirements of the Department of Conservation, Geologic Energy Management Division of the state of California, and the removal of all equipment related to the well, including restoration of the drill site as required by these regulations.
“A.N.S.I.” means the American National Standards Institute. “A.P.I.” means the American Petroleum Institute.
“A.S.T.M.” means the American Society for Testing Materials. “Blowout” means the uncontrolled flow of gas, liquids or solids (or a mixture thereof) from a well onto the surface.
“Blowout preventor” means a mechanical, hydraulic, pneumatic, or other device or combination of such devices secured to the top of a well casing including valves, fittings, and control mechanisms connected therewith designed and capable of preventing a blowout.
“Building code” means the most recent edition of the building code as adopted by the city of Bakersfield.
“Cellar” means an excavation in which the wellhead is located. “Completion of drilling” on a well site is deemed to occur for the purpose of this code upon: (1) initiation of disassembly or removal of the drilling rig from any one well on the drill site; (2) thirty days after setting of a well head on any one well on the drill site; or (3) thirty days after the drilling equipment has been removed from the site. Completion has not occurred if drilling, testing, or remedial operations are resumed on that one well before the end of any thirty-day period. “Derrick” means any framework, tower or mast together with all the appurtenances to such structure placed over a well for the purpose of drilling, raising or lowering pipe, casing, tubing or other drilling, completion production or injection tools or equipment out of or into the well bore. “Desertion” means the cessation of operations at a well site where suspension of drilling operations and removal of drilling machinery has occurred where the operator cannot be located or contacted, and no activity has taken place for at least six consecut ive months, or production equipment or facilities have been removed and no activity has taken place for at least two consecutive years, unless the CalGEM has granted an extension of time pursuant to their regulations.

This definition does not apply to observation wells.

____________________________
Ordinance Amending Chapter 15.66- Drilling for and Production of Petroleum.

-- Page 3 of 20 Pages --
“Geologic Energy Management Division” or “CalGEM” means that division of the Department of Conservation of the state of California.
“Drill” or “drilling” means to bore a hole in the earth for the purpose of completing a well, exploration or testing. Drilling includes all operations through the removal of the drilling equipment from the drill site.
“Drill island” means the discrete area zoned drilling island (DI) district in accordance with Chapter 17.64 of this code.
“Drill site” means the land required to be reserved in accordance with Section

15.66.080(C) as part of a rezoning, subdivision or other development for future drilling and/or production operations.
“Dwelling” means any building or portion thereof providing living facilities for one or more persons, including permanent provisions for sleeping, eating, cooking and sanitation, and includes both single- family and multiple- family residential facilities.
“Gas” means the gaseous components or vapors contained in or derived from petroleum or natural gas.
“Grade” (adjacent ground elevation) means the lowest point of elevation of the finished surface of the ground, paving or sidewalk within the area between the structure and the property line or, when the property line is more than five feet from the structure, between the structure and a line five feet from the structure. “Hazardous well” means an oil or gas well that presently poses a danger to life, health, or natural resources as determined by the CalGEM under the provisions of the Public Resources Code.
“Idle well” means a well for which production has been suspended for a minimum of five consecutive years, except any well being held for future programs, including those being retained for use under a secondary or tertiary recovery plan or for disposal, wh ich has been approved by the CalGEM but has not been abandoned or deserted as defined in this code and by the CalGEM. This definition does not apply to observation wells.
“Lessee” means the party possessing the right(s) to drill, develop and produce oil, gas or other hydrocarbons from the subsurface of land with said right(s) being specifically conveyed by a written oil, gas, mineral or surface lease. “Lessor” means the party owning an interest in and to any oil, gas or other hydrocarbons as may be produced from a tract of land who has conveyed the right(s) to drill, develop and produce said substances to another party (lessee) by

____________________________
Ordinance Amending Chapter 15.66- Drilling for and Production of Petroleum.

-- Page 4 of 20 Pages --
a written oil, gas, mineral or surface drilling rights lease. This party may or may not be the surface owner.
“Maintenance” or “maintain” means the upgrading, repair, cleaning, upkeep and replacement of parts of a structure and equipment. Maintenance of a structure does not alter or lessen the character, strength, or stability of the structure.
“N.F.P.A.” means the National Fire Protection Association. “Noise sensitive receptor” means and includes a land use associated with human activities which is particularly sensitive to noise. Examples of noise sensitive receptors include hospitals, libraries, schools, residential uses, and those uses deemed noise sensitive by the city council or planning commission. “Observation well” means a well bore for the purpose of observing petroleum reservoir characteristics, including, but not limited to, temperature, saturation, pressure, and fluid movement, as recognized by the CalGEM. “Operator” means a person, including corporations, partnerships and associations, whether proprietor, lessee, contractor, or agent or officer of the same, in charge of or in control of the drilling, maintenance, and operation of a well or wells as shown on the permit application.
“Petroleum” means and includes any and all hydrocarbon substances found in a natural state, including, but not limited to, crude oil, natural gas, natural gasoline, and other related substances.
“Petroleum lease” means a property right with respect to which a lessee enjoys the right to drill, develop, produce and possess petroleum resources for a determinable period. May also be referenced as a subsurface lease or mineral rights lease.
“Production operation” means and includes all oil or gas recovery activities following completion of drilling, redrilling or testing of a well. “Public assembly” refers to a building, structure or site, or portion thereof, for the gathering together or accommodation of fifty or more persons for such purposes as deliberation, education, worship, entertainment, lodging, medical care, amusement, drinking and dining, or awaiting transportation. “Redrilling” means any drilling operation, including deviation from original well bore, to recomplete the well in the same or different geologic zone, excluding sidetracking.

____________________________
Ordinance Amending Chapter 15.66- Drilling for and Production of Petroleum.

-- Page 5 of 20 Pages --
“Remedial” means any work on a well, other than drilling or redrilling. “Sidetracking” means drilling, excluding substantial deviation from the original well bore to recomplete a well in the same or different geologic zone. “Sump” means a lined or unlined, covered or uncovered excavation pit which holds petroleum or other liquids incidental thereto, or solids associated with drilling or production operations.
“Tank” means a structure or container, with a minimum volume of sixty gallons, used in conjunction with either the drilling or production of a well used for holding, storing, or treating liquids or solids, or otherwise associated with drilling or producing operations.
“California Fire Code” or “C.F.C.” means the most recent edition of the California Fire Code as adopted by the City of Bakersfield.
“Well” means any hole drilled into the earth for the purpose of exploring for or producing oil or gas; injecting fluids or gas for stimulating oil or gas recovery; repressuring or pressure maintenance of oil or gas reservoirs; disposing of oil field waste fluids; seismic testing; or any hole drilled into the earth within or adjacent to an oil or gas pool for the purpose of observation of subsurface conditions. “Well servicing” means and includes remedial or maintenance work or work performed to maintain or improve production from an already producing facility. “Well site” means that surface area used for oil or gas drilling or extraction operations, for injection purposes in enhanced petroleum recovery operations after drilling is completed and oil and gas recovery activities following completion of drilling or redrilling of a well. A well site may include one or more wells.

15.66.030 Permits.

A. No person shall drill, operate or maintain any well or well site for petroleum, natural gas, or related drilling, nor operate or maintain any production operation without first obtaining a permit. Applications for drilling/production permits shall be made in writing to the director of prevention services, or designee, on such forms as provided by the director. Permits are classified as follows:

1. Class 1. The well site and/or production operation is:
a. Within an area zoned for residential development; or b. Located less than five hundred feet from a dwelling except those for use by a caretaker or night security on the same parcel, or public assembly as defined in this chapter.

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2. Class 2. The well site and/or production operation is:
a. Within an area zoned for commercial, light manufacturing or open space; or
b. Located between five hundred and one thousand feet from a dwelling unit except those for use by a caretaker or night security on the same parcel, or public assembly as defined in this chapter, provided no well or related structure for production is located less than five hundred feet from said uses.

3. Class 3. The well site and/or production operation is:
a. Within an area zoned for general manufacturing, heavy manufacturing, or agricultural, or is within the primary floodplain pursuant to the restrictions in subsection B of this section, or the secondary floodplain, provided no well or related structure fo r production is located less than five hundred feet from a dwelling except those for use by a caretaker or night security on the same parcel, or public assembly as defined in this chapter; or b. Located within the state approved boundaries of the following state designated oil fields as defined by the state CalGEM, regardless of the zone district or distance from dwellings or public assembly uses as defined in this chapter:
i. Kern River oil field (CalGEM Map 457);
ii. Kern Bluff oil field (CalGEM Map 439);
iii. Portion of the Fruitvale oil field encompassing Sections 14 (west of State Highway 99), 21 (south of Meany Avenue), 22 (except Tracts 6003 and 6042), 23 (west of State Highway 99), 26 (north of the Cross Valley Canal and west of State Highway 99), 27 (north of the Cross Valley Canal), and 28 (east of the Friant -Kern Canal), all within T29S, R27E (CalGEM Map 435);
c. An area zoned DI (drilling island district) zone or PE (petroleum extraction combining district) zone.

B. Well sites and/or production operations shall be prohibited in the following areas in the city: primary floodplain of the Kern River, except that area located within the state approved boundary of the Kern River oil field as delineated on Map 457 of the CalGEM.

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C. Drilling by Conditional Use Permit. Class 1 permits shall not be issued until a conditional use permit is granted by the planning commission pursuant to Chapter 17.64 of this code (Modifications, Conditional Use Permits, Amendments and Appeals), except that a conditional use permit shall no t be required for any well on a lot within an approved tentative or recorded subdivision map that is specifically identified as a drill site for the extraction of petroleum, gas, and/or other hydrocarbons. Any conditio ns required under the conditional use permit shall be in addition to those imposed by this chapter for a Class 1 permit. The planning commission may modify any condition set forth in the development standards and conditions if it determines that there will be no material detriment to the public welfare or safety of persons and property located within a reasonable distance of such a well.

1. In addition to the application requirements for a conditional use permit pursuant to Chapter 17.64 of this code (Modifications, Conditional Use Permits, Amendments and Appeals), an applicant shall also submit the following:
a. A plot plan or site development plan drawn at the scale specified by the planning director, which includes the following information:
i. Topography and proposed grading.
ii. Location of all proposed well holes and related accessory equipment, structures, and facilities to be installed and any abandoned wells if such are known to exist.
iii. Location of all existing dwellings and buildings used for other purposes, located within three hundred feet of the proposed well holes, identification of the use of each structure, and distances between well holes and existing buildings.
iv. North arrow.
b. Narrative description of the proposed development, including:
i. Acreage or square footage of the property.
ii. Nature of hydrocarbon development activity.
iii. Description of equipment to be used, including height of derrick. iv. Distance to all existing buildings.
v. Phasing or development schedule.

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c. A copy of the letter, other official documentation, or copy of website search from CalGEM containing the name and address of the operator of record, if any, as shown in CalGEM records as of thirty days prior to the date the conditional use permit applic ation is submitted to the planning department or a written statement from CalGEM that there is no party of record with CalGEM relative to the subject site.
d. Additional information may be required, as part of an application for a conditional use permit, as provided in Chapter 17.64 of this code (Modifications, Conditional Use Permits, Amendments and Appeals).

2. Notice of the public hearing shall be expanded to include property owners within one thousand feet of the property line containing the well site subject of the hearing and the operator of record as shown in CalGEM records as of thirty days of the date of application for a conditional use permit.

3. If a producing well or service well is not commenced upon land subject to the terms of the conditional use permit, or within any extended period thereof, the conditional use permit shall expire and the premises shall be restored as nearly as practicable to its original condition. No permit shall expire while the permittee is continuously conducting drilling, redrilling, completing or abandoning operations, or related operations, in a well on the lands covered by such permit, where operations were commenc ed while said permit was otherwise in effect. Continuous operations are operations suspended not more than thirty consecutive days.

4. Any permit issued pursuant to the provisions of this subsection may be revoked or modified pursuant to Section 17.64.060(I).

D. The owner or operator of any well permitted by this chapter shall provide the director of prevention services, or designee, a copy of the written notice to CalGEM of the sale, assignment, transfer, conveyance, or exchange by the owner or operator of the well within thirty days after the sale, assignment, transfer, conveyance, or exchange. In addition, the owner or operator shall also acknowledge that they have notified the new owner or operator of all existing terms and conditions of the city’s permit.

E. Modification to any standards in this chapter may be approved by the planning director pursuant to the provisions of Chapter 17.64 of this code.

F. Every permit issued by the director of prevention services, or designee, under the provisions of this chapter shall expire by limitation and become null and void if the work authorized by such permit is not commenced within one year from the date of such permit. Before such work can be recommenced, a new permit shall

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be first obtained to do so, to determine if the permit classification as defined in subsection A of this section has changed.

G. The director of prevention services, or designee, may, in writing, suspend or revoke a permit issued under the provisions of this chapter whenever the permit is issued in error on the basis of incorrect information supplied by the applicant which results in there being a violation of any ordinance or regulation or any of the provisions of this chapter.

H. Any city official or employee, for the purpose of reviewing a permit application, transfer of operation/ownership, complaint, compliance or any other investigation pursuant to the chapter, shall have the right to enter upon the premises for inspection provided they give prior notice of such to the operator.

I. Well sites and production operations established prior to September 19, 1992, may continue to operate pursuant to permits issued for them, and shall be exempt from the new provisions of this chapter. However, significant changes or modifications that necessitate new permits as required by the director of prevention services, or designee, or the planning director, shall be required to comply with the provisions of this chapter or obtain modifications as permitted in subsection E of this section.

J. The city may impose fees to offset the costs associated with permit processing and condition monitoring pursuant to Chapter 3.70 of this code.

K. Attainment of permits pursuant to this chapter does not relieve the applicant of the responsibility in obtaining permits as required by law from other local, state or federal agencies. All required federal, state, county, and city rules and regulations shall be complied with at all times including, but not limited to, the rules and regulations of the following agencies:

1. Geological Energy Management Division;

2. City of Bakersfield fire department;

3. Kern County health department;

4. Regional Water Quality Control Board;

5. San Joaquin Valley Unified Air Pollution Control District.

15.66.040 Well site development standards.

A. Class 3 Permits—Development Standards.

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1. Setbacks. No petroleum well shall be drilled, nor shall any storage tank and other production related structures be located within:
a. Seventy-five feet of the right -of-way of any dedicated public street, highway, railroad or private street, or adopted specific plan line of any street or highway;
b. One hundred feet of any building, including dwellings, except buildings incidental to the operation of the well;
c. Three hundred feet of any public assembly as defined in this chapter; d. Twenty-five feet of a storage tank or boilers, fired heaters, open flame devices or other sources of ignition pursuant to the U.F.C.

2. Fire Safety. All drilling and production activities shall be subject to all fire and safety regulations as required by the director of prevention services, or designee, pursuant to the U.F.C. Blowouts, fires, explosions and other life threatening or environmental emer gencies shall be reported immediately to the director of prevention services, or designee, and CalGEM.

3. Geologic Energy Management Division. All drilling and production operations shall be subject to all regulations of the CalGEM.

4. Production Operations. For producing sites, only storage of hydrocarbon production, vapor recovery on storage vessels, dehydration and separation of produced hydrocarbon products and other processes associated with production are permitted unless otherwise required by the CalGE M. All derricks, boilers, and other drilling equipment employed, pursuant to the provisions of this chapter, to drill any well hole or to repair, clean out, deepen, or redrill any completed well shall be removed within ninety days after completion of production tests following completion of such drilling or after abandonment of any well, unless such derricks, boilers, and drilling equipment are to be used within a reasonable time, as determined by the director of prevention services, or designee, for the drilling of another approved well(s) on the premises.

5. Signs. Signs relating to drilling and/or production operations shall be limited to directional and warning signs, and signs for identification of wells and facilities as required by the U.F.C. and CalGEM to ensure employee and public safety. Signs not related to said operations shall be subject to the provisions of Chapter 17.60.

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6. Sanitary Facilities. Sanitary toilet and washing facilities shall be installed and maintained at any well site and/or production operation where personnel are stationed pursuant to the Kern County health department.

7. Equipment Storage. There shall be no storage at the well site of material, equipment, machinery or vehicles which is not intended for prompt use in connection with petroleum operations. Any equipment or machinery not used for a consecutive period of more than sixty days sha ll be removed from the site unless a longer period is approved by the director of prevention services, or designee, or the zone district in which it is located permits such storage.

8. Derricks. Drilling derricks, if idle for a consecutive period of more than sixty days, shall be lowered and removed from the site unless a longer period is approved by the director of prevention services, or designee. Any derrick used for servicing operations shall be of the portable type, unless proof is provided that the well is of such depth or has some other characteristics such that a portable type derrick will not properly service such well. In that instance, the director of prevention services, or designee, may approve the use of a standard type of derrick.

9. Grading and Drainage. Unless otherwise required by the State Department of Fish and Game or the U.S. Fish and Wildlife Service for those areas that they deem environmentally sensitive, well sites, including vehicle parking and maneuvering areas, shall be graded in a manner so that ponding will not occur. Within ninety days after any well has been placed in production, or after its abandonment, earthen sumps used in drilling and/or production (unless such sumps are to be used within a reasonable time as determined by the director of prevention services, or designee, for the drilling of another well) shall be filled and the drilling site restored as nearly as practicable to a uniform grade. Normal wetting or other dust control procedures shall be employed throughout the grading period to control dust. Upon completion of grading, the site shall be compacted and all graded surfaces either paved, covered with gravel or aggregate base, treated with a dust binder, or other method approved by the director of prevention services, or desig nee. The Regional Water Quality Control Board may have some jurisdiction relative to drainage and water quality.

10. Waste. Drainage containing drilling muds, cuttings, wastewater, waste oil, grease and other oilfield wastes found to be hazardous associated with drilling and/or production including servicing, shall not be discharged into or upon any streets, canals, storm drains or flood control channels. These wastes shall be contained in leak -proof containers, lined earthen sumps or other method as approved by the State Regional Water Quality Control Board, to prevent contamination of potable groundwater supplies. Waste areas shall be

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cleaned at intervals as required by the director of prevention services, or designee, with all wastes disposed of at an appropriate authorized disposal site as regulated by the state of California.

Facilities for disposal of nonhazardous oilfield liquid waste, production water and USEPA Class II wastes are considered an accessory facility only if the facility complies with the following:
a. The nonhazardous oilfield liquid waste or production water is produced and disposed of within the same designated oilfield; or b. The nonhazardous oilfield liquid waste or production water disposed of outside the designated oilfield of origin is produced by and disposed of solely and only by the same individual, corporation, or entity.

11. Light and Glare. Lighting shall be limited to that necessary for safety and security purposes and shall be directed away from adjacent properties and road rights-of-way. All flares shall be shielded from adjacent properties and road rights-of-way.

12. Blowouts. Protection against blowouts shall be provided in accordance with the CalGEM and U.F.C.

13. Storage Tanks. Storage tanks shall be in accordance with the CalGEM and U.F.C. Whenever oil or gas is produced into and shipped from tanks located on the premises, such tanks, whenever located within five hundred feet of any dwelling or commercial building, shall be sur rounded by shrubs or trees, planted and maintained to provide attractive landscaping or be fenced in such a manner as to, insofar as practicable, screen such tanks from public view. Such fencing shall comply with the requirements of CalGEM.

14. Height. The height of all pumping units, excluding derricks, shall not exceed a height of thirty -five feet. All other structures shall be regulated by the zone district in which they are located. All heights of structures shall comply with Part 77 of the Federal Aviation Regulations of the Federal Aviation Administration, Department of Transportation, or any corresponding rules or regulations of the Federal Aviation Administration, as amended.

15. Site Condition. The well site and all associated structures shall be maintained in a neat and clean condition at all times. Proven technological improvements generally accepted and used in drilling and production methods shall be employed as they become available if they are cost effective in reducing nuisances or annoyances. Pumping units and storage tanks shall be painted. Pumping wells shall be operated by electric motors or muffled internal combustion engines.

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16. Air Quality. Flaring, venting and odor control shall be subject to the regulations of the San Joaquin Unified Air Pollution Control District, CalGEM and U.F.C.

17. Building Permits. Building permits, as required by the city building official, shall be secured for all permanent structures to be used in connection with the production and processing of hydrocarbon or related substances in conformance with the building code. Electrical permits shall be required for all electrical connections for drilling and/or pumping units if electrical motors are utilized.

18. Vibration. Vibration from equipment shall not create a nuisance or hazard to nearby land uses.

19. Site Restoration. Site restoration shall commence within ninety days upon completion of all drilling and/or production activities or upon abandonment of the well site. Well abandonment will be conducted in accordance with the regulations of the CalGEM. Before final abandonment, all drilling/production equipment shall be removed from the site. Fences shall be dismantled, all signage removed, and the site regraded so as to break up impermeable surfaces and fill in all sumps to restore the site as nearly a s practicable to a uniform grade. Temporary earthen sumps may be used for clean- out or remedial work on an existing well or other production facility. However, these sumps shall be filled and the site restored as nearly as practicable to a uniform grade wi thin ninety days after the clean- out or other remedial work is completed. The Regional Water Quality Control Board also has additional jurisdiction over sumps. Prior to filling of sumps, all waste shall be cleaned and disposed of at an appropriate authoriz ed disposal site as regulated by the state of California. Waste cleanup shall be to the satisfaction of the Kern County department of environmental health. The site shall be restored to the surrounding condition, or to the satisfaction of the State Departm ent of Fish and Game or U.S. Fish and Wildlife Service for those areas that they deem environmentally sensitive. Site restoration activities shall be completed within ninety days of commencement. Failure of permittee to comply with the site restoration within a period of ninety days following the termination of any oil or gas exploration activity or the abandonment of an existing well shall be called to the attention of the permittee by a registered letter addressed to permittee at the permittee’s address a s shown on the permit application. If, at the end of thirty days after mailing of such letter, no steps have been taken to comply with said provisions of this section, the city shall proceed to effect said restoration. Permittee shall be liable for all cos ts incurred by the city and no additional permit shall be issued a permittee until payment of all such costs has been made.

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20. Floodplain Development. The director of prevention services, or designee, shall coordinate with the city building official to ensure wells drilled in the primary or secondary floodplain are consistent with the city’s involvement in the National Flood Insurance Program and with t he requirements of the State Department of Water Resources and Regional Water Quality Control Board.

21. Vehicles. All vehicle parking and maneuvering areas shall be treated and maintained with oiled sand or a similar dust binding material consistent with regulations of the local air pollution control agency.

22. Fencing. Permanent chain-link fencing a minimum of six feet, but not to exceed eight feet in height with solid screening, shall be installed encompassing the entire well site as approved by the director of prevention services, or designee. At least three strands o f barbed wire shall be mounted on top of the fence. This fence shall be constructed of chain link with wood or metal slats or other screening materials as may be approved by the director of prevention services, or designee. This fencing and scr eening requirement shall apply only to those pump sites located within five hundred feet of any dwelling or in an OS (open space) zone. Such fencing shall comply with the requirements of the CalGEM. The front yard and side yard setbacks of the zone district in which it is located shall regulate the location of fencing.

B. Class 2 Permits—Development Standards.

1. Class 3 Requirements. In addition to the following development standards, Class 3 permit development standards set forth in subsection A of this section shall apply to all Class 2 permits.

2. Off-Site Improvements. Where adjacent properties are similarly improved, within one hundred eighty days of commencement of commercial production or one year from the completion of drilling of any well on the well site, off -site improvements including street paving, curbs, gutters, sidewalks, and related dedications for such improvements shall be completed in accordance with the requirements of the city public works director.

3. Noise. Noise levels from any drilling and/or production operation shall not exceed sixty-five dBA CNEL at the property line of a noise sensitive receptor, except in a case of emergency. Exterior noise levels generated by drilling, redrilling, or production operations shall be monitored as required by the city building official to ensure conformance to the noise level standards. The costs of such monitoring shall be borne by the operator conducting such operation.

Records of the results of monitoring shall be maintained and provided to the city building official upon request.

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4. Pipelines. Pipelines utilized for all petroleum related operations shall be buried at a minimum of three feet below grade.

C. Class 1 Permits—Development Standards.

1. Class 3 Requirements. In addition to the following development standards, Class 3 permit development standards set forth in subsection A of this section shall apply to all Class 1 permits.

2. Fencing. A solid masonry wall a minimum of six feet, but not to exceed eight feet in height of a color approved by the decision-making authority consistent with adjacent or nearby development, shall be installed encompassing the entire well site. Any additional fencing required by the CalGEM shall be inside the area enclosed by the wall. The front yard and side yard setbacks of the zone district in which it is located shall regulate the location of the wall.

3. Landscaping. Landscaping shall be required along all street frontages of the well site and around well site pursuant to Chapter 17.61 as required by the decision-making authority under the approved conditional use permit.

Landscape and irrigation plans shall be submitted for approval to the decision- making authority. Landscaping shall be designed to camouflage the full height of petroleum related structures, with the exception of derricks, and create an aesthetically pleasing environment managed in a hea lthy condition.

4. Off-Site Improvements. Where adjacent properties are similarly improved, within one hundred eighty days of commencement of commercial production or one year from the completion of drilling of any well on the well site, off -site improvements including street paving, curbs, gutter s, sidewalks, and related dedications for such improvements shall be completed in accordance with the requirements of the city public works director.

5. Vehicle Routes. Vehicles associated with drilling and/or production in excess of three tons shall be restricted to those public roads specified by the city public works director.

6. Work Hours. Truck deliveries of equipment and materials associated with drilling and/or production, well servicing, site preparation, and other related work conducted on the well site shall be limited to between the hours of seven a.m. and six p.m. Monday through Sat urday, and prohibited on Sunday and all legal holidays, except in cases of fires, blowouts, explosions and other emergencies where the director of prevention services, or designee, and CalGEM were notified. Drilling activities shall be permitted twenty-four hours a day.

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7. Noise. No drilling, producing, or other operations (including workover operations) shall produce noise at the property line of a noise sensitive receptor in excess of the following standards, with respect to these basic reference levels:

Basic Reference Levels
7:00 a.m. to 10:00 p.m. 55 dBA
10:00 p.m. to 7:00 a.m. 50 dBA
a. Noise measurements and acoustical analysis shall be conducted by a qualified acoustical consultant experienced in the fields of environmental noise assessment and architectural acoustics. All costs associated with said measurements and analysis shall be borne by the permittee. Frequency of monitoring shall be determined by the planning director. b. All parts of a derrick above the derrick floor including the elevated portion thereof used as a hoist, shall be enclosed with fire- resistive soundproofing material. Such soundproofing shall comply with accepted A.P.I. standards and shall be subject to f ire department regulations. All doors and similar openings shall be kept closed during drilling operations, except for ingress and egress and necessary logging, testing and well completion operations. Alternative materials or methods of soundproofing may be used; provided, that such alternative has been approved by the decision-making authority. The decision- making authority may approve any such alternative if they find that the proposed material and method have equal sound proofing properties and fire resistive qualities to the aforesaid specifications. Either may require the submission of evidence to substantiate any claims that may be made regarding the use of such alternative.

8. Pipelines. Pipelines utilized for all petroleum related operations shall be buried a minimum of three feet below grade.

15.66.050 Abandoned and idle wells.

A. Abandoned Wells. The surface area of the site shall be returned to its natural condition including but not limited to cleaning all oil, oil residues, drilling fluids, muds and other substances; leveling, grading or filling of sumps, ditches, and cellars including removal of all lining materials to the satisfaction of the CalGEM.

The permittee shall also be responsible for repairing any streets, sidewalks or other public property that may have been damaged in connection with any operation on the site, exc ept for ordinary wear and tear of said improvements, to

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substantially the same or better condition as existed before operations commenced as determined by the city public works director.

B. Idle Wells. Whenever a well becomes idle as defined in this chapter, the director of prevention services, or designee, shall send notice thereof by registered mail, to the surface owner, mineral rights owner and lessee of land as shown on the latest equalized assessm ent roll of the county, and permittee, that a request to abandon the well will be sent to the CalGEM unless operations are resumed or that the operator provides verification that the well is under the CalGEM’s idle well program. If there is no response to said notice within ninety days of the receipt of the notice, or the extension of time expires, the director of prevention services, or designee, shall request the CalGEM to commence abandonment proceedings.

C. Deserted Wells. As defined in this chapter, the director of prevention services, or designee, may request that the CalGEM commence abandonment proceedings.

15.66.060 Reserved.

15.66.070 Enforcement.

A. It shall be the duty of the director of prevention services, or designee, to enforce the provisions of this chapter.

B. Any structure erected or maintained, or any use of property, contrary to the provisions of this chapter shall be, and the same is, unlawful and a public nuisance, and the director of prevention services, or designee, in conjunction with the city attorney shall immediately commence actions and proceedings for the abatement, removal and enjoinment thereof in the manner provided by law.

Violators will be liable for all enforcement costs incurred by the city.

C. This chapter may also be enforced by injunction issued out of Superior Court upon suit of the city, or the owner or occupant of any real property affected by such violation.

D. Permits issued in conflict with the provisions of this chapter shall be null and void.

15.66.080 Development/Construction encroachment in petroleum areas.

A. On-Site Petroleum Facilities. Where a developer proposes to subdivide, rezone or otherwise develop property which contains existing drilling and/or production operations including disposal wells, the developer shall provide a plan showing how all existing petroleum related facilities will be protected and integrated into

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the proposed development so as said facilities will satisfy the development standards pursuant to this chapter including, but not limited to, setbacks. The developer shall also submit a plan of the ultimate use of the land after cessation of petroleum oper ations and abandonment of the wells. Any buildable lot containing an area which may not be built upon because of development standard compliance of the petroleum facilities shall be encumbered by the developer with a deed restriction specifying the area so encumbered and identifying the name and location of the well causing the encumbrance. If a final map is required, the subdivider shall record a covenant affecting all real property within the subdivision that is within five hundred feet of the petroleum f acilities.

Said covenant shall disclose the existence and location of the petroleum facilities.

The encumbrance or covenant shall be approved by the city attorney prior to recordation. The covenant shall be recorded concurrently with the final map.

B. Location. Tentative maps, planned development and other development plans submitted to the city shall show the location of all wells drilled on the property based on public records . Prior to development of an area, any well shown as abandoned shall be accompanied b y written verification from the CalGEM that the well was properly abandoned pursuant to its regulations. Any well thereafter abandoned shall also be accompanied by written verification from the CalGEM. Development shall be designed s uch that the city building official is satisfied that no structure will be built within ten feet of any well that has been properly abandoned pursuant to CalGEM requirements , except as provided in Section 15.66.080(D). Any lot or parcel containing an abandoned well shall be encumbered with a deed restriction specifying the exact location of such well and prohibiting any construction within said ten- foot area. Said encumbrance shall run with the land and be approved by the city attorney prior to recordation. If a final map is required, said encu mbrance shall be recorded concurrent with the final map. The CalGEM, at its discretion, may also require that any abandoned well be uncovered, tested for leakage, require remedial work on leaking wells, and accurately located on the final map before said map is recorded.

C. Drilling Site. Lands may be reserved as part of a rezoning, subdivision or other development for future drilling and/or production operations as drilling sites. Such sites shall be no less than two net acres in size and have a minimum lot frontage and width of three hundred five feet, configured so that the proposed development and petroleum activities can be adequately buffered from one another, provide for adequate ingress and egress, and shall be accompanied with a plan of the ultimate use of the site after abandonment or decision not to pursue petroleum operations. If a final map is required, the subdivider shall record a covenant disclosing the existence and location of the drilling site. Said covenant shall be recorded to affect all real property within the subdivision that is within five hundred feet of the drilling site. Said covenant shall be approved by

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the city attorney and recorded concurrent with the final map. Future drilling and/or production operations shall be required to acquire necessary permits as well as satisfy all well site development standards pursuant to this chapter.

D. Development/Construction over or within ten feet of a CalGEM Classified/Identified Plugged and Abandoned Dry Hole.

1. Construction over or within ten feet of a CalGEM classified/identified plugged and abandoned dry hole shall only be allowed for structure(s) as follows:
a. Structure(s) used for non -human habitation only, pursuant to California Civil Code Section 1941.1, as that section is amended from time to time; and
b. Structure(s) in the M-1, M-2 and M-3 (including nesting uses other than C- O, C-1, and C-2).

2. No earlier than one year prior to construction over or within ten feet of a CalGEM classified/identified plugged and abandoned dry hole, which deadline can be extended at the City Manager’s discretion, applicant shall comply with all the following:
a. Provide City with a certified written report from a California licensed professional engineer or geologist (qualified and experienced with plugged and abandoned dry holes) at applicant’s sole cost which can be peer reviewed at City’s discretion, also at applicant’s sole cost and expense, that:

i. Demonstrates that the plugged and abandoned dry hole will not reasonably pose any significant risk to public health, safety, welfare or the environment; and

ii. Provides necessary measures, if any, to mitigate any reasonable long- term significant risks once the structure is constructed; and

iii. Includes leak testing in accordance with CalGEM requirements , as amended from time to time.

b. Executes an Indemnity Agreement in favor of the City for the subject structure(s);

i. Records a Declaration of Covenant identifying the plugged and abandoned dry hole; and

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ii. Provides City with a final approval from CalGEM that the plugged and abandoned dry hole was properly plugged and abandoned pursuant to current CalGEM regulations.

3. All development/construction over a CalGEM classified/identified plugged and abandoned dry hole shall include vent cone installation in accordance with current industry standards and approved by the City Fire Marshal.

SECTION 2.

This Ordinance shall be posted in accordance with the provisions of the Bakersfield Municipal Code and shall become effective thirty (30) days from and after the date of its passage.

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I HEREBY CERTIFY that the foregoing Ordinance was passed and adopted by the Council of the City of Bakersfield at a regular meeting thereof held on _____________________________ by the following vote:

AYES: COUNCILMEMBER: ARIAS, GONZALES, WEIR, SMITH, KOMAN BASHIRTASH, KAUR NOES: COUNCILMEMBER: _______________________________________________________________ ABSTAIN: COUNCILMEMBER: _______________________________________________________________ ABSENT: COUNCILMEMBER: _______________________________________________________________ _

______________________________________

JULIE DRIMAKIS, CPMC, MMC
CITY CLERK and Ex Officio Clerk of the
Council of the City of Bakersfield
APPROVED:

By:______________________________

KAREN GOH
Mayor

APPROVED AS TO FORM:

VIRGINIA GENNARO
City Attorney

By: ______________________________

VIRIDIANA GALLARDO-KING
Deputy City Attorney II

VGK/pt
S:\COUNCIL\Ords\25-26\City Ordinance Chapter15.66.Final.docx

____________________________
Ordinance Amending Title 15, Chapters 15.04, 15.05, 15.07, etc., Relating to Buildings and Construction. -- Page 1 of 10 Pages --
ORDINANCE NO. _______________

ORDINANCE AMENDING TITLE 15, CHAPTERS 15.04, 15.05,

15.07, 15.09, 15.11, 15.13, 15.15, 15.17, 15.19 AND 15.30

OF THE BAKERSFIELD MUNICIPAL CODE AND ENACTING
CHAPTER 15.31 RELATING TO BUILDINGS AND
CONSTRUCTION.

BE IT ORDAINED by the Council of the City of Bakersfield as follows:

SECTION 1.

Chapter 1 5.04, Section 1 5.04.010 of the Bakersfield Municipal Code is hereby amended to read as follows:

15.04.010 Findings designated.

The city council does expressly find and determine that the changes and modifications to the 2025 Editions of the California Codes, as adopted by the ordinance codified in this title pursuant to Sections 17922, 17958 and 17958.5 of the Health and Safety Code, contained in this title are reasonably necessary because of local conditions.

SECTION 2.

Chapter 1 5.05, Sections, 15.05.010, 15.05.020, 15.05.030, 15.05.040,

15.05.070, 15.05.160, and 15.05.170 of the Bakersfield Municipal Code are hereby amended to read as follows:

15.05.010 Adoption.

Except as provided in this chapter, that certain building code known and designated as the California Building Code, 2025 Edition, including Chapter 1 Division II, Appendixes I and J, which code was based on the 2024 International Building Code as published by the International Code Council, and a copy of which is on file in the building department of the city for use and examination by the public, and each portion and provision thereof, is adopted by reference as modified and amended in this chapter and is declared to be the building code of the city for the purpose of regulating the erection, construction, enlargement, alteration, repair, moving, removal, demolition, conversion, occupancy, use, height and maintenance of all structures and certain equipment therein specifically regulated within the incorporated limits of the city, issuance of permits and the collection of fees thereof.

____________________________
Ordinance Amending Title 15, Chapters 15.04, 15.05, 15.07, etc., Relating to Buildings and Construction. -- Page 2 of 10 Pages --

15.05.020 Deletions.

The following sections, tables and chapters of the California Building Code, 2025 Edition, or appendix thereto, are not adopted as part of the ordinance codified in this chapter and are deleted:

Section 113—Board of Appeals;
Appendix A—Employee Qualification;
Appendix B—Board of Appeals;
Appendix C—Group U: Agricultural Building;
Appendix D—Fire District;
Appendix F—Rodent proofing;
Appendix G—Flood-Resistant Construction;
Appendix H—Signs;
Appendix K—Group R-3 and Group R-3.1 Occupancies Protected by the Facilities of the Central Valley Flood Protection Plan;
Appendix L—Earthquake Recording Instrumentation;
Appendix M—Tsunami-Generated Flood Hazard;
Appendix N—Replicable Buildings;
Appendix O—Performance-Based Application;
Appendix P—-Sleeping Lofts;
Appendix Q—Emergency Housing.

15.05.030 Modifications.

The sections of the California Building Code, Volumes 1 and 2, 2025 Edition, Appendix J mentioned in Sections 15.05.040 through 15.05.170 , as adopted by reference, are amended as provided in Sections 15.05.040 through 15.05.170 .

15.05.040 Section 104—Duties and powers of building official.

Subsection 104.10 amended—Dust abatement. Subsection 104.10 is amended to read as follows:

Dust abatement shall comply with current standards as set forth by the San Joaquin Valley Air Pollution Control District.

The Building Official shall have the authority to require any reasonable means, including the use of water, to prevent dust or other particles from polluting the air and to prevent or abate any nuisance caused by the performance of any of the building or w ork authorized by this code. Any person engaged in the doing or causing such building or work to be done shall, by the use of water

____________________________
Ordinance Amending Title 15, Chapters 15.04, 15.05, 15.07, etc., Relating to Buildings and Construction. -- Page 3 of 10 Pages --
or other means approved by the building official, prevent dust or other particles from polluting the air or becoming a nuisance.

15.05.070 Section 1612.6 Geological or flood hazards.

Section 1612.5 is amended to read as follows:
1612.5 Geological or Flood Hazards. If in the opinion of the Building Director a structure to be used for human habitation or occupancy is proposed to be located such that it would be subject to geological or flood hazards or mud slide, to the extent that it would endanger human life or safety, a permit to construct shall be denied, unless corrective work satisfactory to the Building Director can be done to eliminate or sufficiently reduce the hazard. No structures shall be permitted where prohibited under the City flood plain Management Ordinance.

The Building Director, in formulating his or her opinion as to the extent of the hazard, may take into consideration such data as is available from federal, state and local agencies having information and knowledge relative to such hazardous conditions. He may require applicants to furnish geological and/or engineering studies, reports and recommendations prepared by a registered geologist and/or civil engineer for corrective work, sufficient to establish the safety of the proposed structure, including a statement verifying all corrective work was performed.

15.05.160 Section 2304 General construction requirements.

Subsection 2308.10.8 is amended to read as follows:

2308.10.8 Braced wall line support. Braced wall lines shall be supported by continuous foundations.

Exception: For structures with a maximum plan dimension not over 50 feet (15240 mm), continuous foundations are required at exterior walls only for structures not assigned to Seismic Design Category D, E or F.

Only subsection 15.05.160 is being amended. The other subsection is unchanged.

15.05.170 Appendix J Grading.

Subsection J109.5 of Appendix Chapter J of Title 24 of the California Building Code is amended to read as follows:

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Ordinance Amending Title 15, Chapters 15.04, 15.05, 15.07, etc., Relating to Buildings and Construction. -- Page 4 of 10 Pages --
J109.5 Retention/Detention Basins and Storm Water Conveyance Systems.

California registered Architect, Civil or Structural Engineer shall provide hydraulic calculations, and the Public Works Department shall approve all on-site storm water conveyance systems and retention/detention basins and shall be constructed in accordance with City of Bakersfield Public Works Department Standards.

Exceptions:

1. Shallow sumps may be constructed with the approval of the Building Official. Shallow sumps shall be designed such that the maximum depth of water does not exceed 18 inches, are in a turf area and are not to be used for storage, parking or other use that may affect the percolation ability of the sump. The grading around the shallow sump shall be designed such that any overflow waters from the sump shall be retained onsite or onto public right-of-way.

2. Storm water minimum on -site residential conduit size is 4 -inch interior diameter. Storm water minimum on- site non-residential conduit size is 6 - inch interior diameter.

3. Cleanouts and manholes on- site shall be spaced pursuant to 2025 California Plumbing Code Section 719.

Drywells are not a permitted on-site drainage system.

Storm water conveyance systems shall not pass under or through structures or building foundations.

Storm water conveyance systems, other than approved
retention/detention basins, shall be design to drain completely with no standing water remaining in system.

Appropriate recorded legal easements shall be obtained for all storm water conveyance systems that traverse onto adjacent property or direct any storm drainage waters onto adjacent property.

Only subsection J109.5 is being amended. All other subsections are unchanged.

SECTION 3.

Chapter 1 5.07, Section , 15.07.010, of the Bakersfield Municipal Code is hereby amended to read as follows:

____________________________
Ordinance Amending Title 15, Chapters 15.04, 15.05, 15.07, etc., Relating to Buildings and Construction. -- Page 5 of 10 Pages --

15.07.010 Adoption.

Except as provided in this chapter, that certain mechanical code known and designated as the California Mechanical Code, 2025 Edition, including appendixes as adopted by the state and Division II Administration Sections 101.0 through 107.0, is adopted by reference as modified and amended in this chapter and is declared to be the mechanical code of the city for the purpose stated therein.

SECTION 4.

Chapter 15.09, Section, 15.09.010 and 15.09.030 of the Bakersfield Municipal Code are hereby amended to read as follows:

15.09.010 Adoption.

Except as provided in this chapter, that certain plumbing code known and designated as California Plumbing Code, 2025 Edition, including appendixes as adopted by the state and Division II Administration Sections 101.0 through 103.1, is adopted by reference as modified and amended in this chapter and is declared to be the plumbing code of the city for the purpose stated therein.

15.09.030 Modifications.

The sections of the California Plumbing Code, 2025 Edition, mentioned in Sections

15.09.040 through 15.09.080 , as adopted by reference are modified and amended as provided in Sections 15.09.040 through 15.09.080.

SECTION 5.

Chapter 15.11, Section, 15.11.010, of the Bakersfield Municipal Code is hereby amended to read as follows:

15.11.010 Adoption.

Except as otherwise provided in this chapter, that certain electrical code known and designated as the California Electrical Code, 2025 Edition, is adopted as modified pursuant to this chapter. A copy of such code is on file with the building department of the city for use and examination by the public, is adopted as the electrical code of the city, and each provision and portion thereof, except as otherwise in this chapter provided, is referred to and made a part of this chapter to the same effect as if fully set forth in this chapter.

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Ordinance Amending Title 15, Chapters 15.04, 15.05, 15.07, etc., Relating to Buildings and Construction. -- Page 6 of 10 Pages --

SECTION 6.

Chapter 15.13, Section, 15.13.010, of the Bakersfield Municipal Code is hereby amended to read as follows:

15.13.010 Adoption.

The 2025 California Existing Building Code based on the 2024 International Existing Building Code is adopted by reference and enacted as the existing building code of the city for the purpose stated therein.

SECTION 7.

Chapter 1 5.15, Section , 15.15 .010, of the Bakersfield Municipal Code is hereby amended to read as follows:

15.15.010 Adoption.

The 2025 California Historical Building Code is adopted by reference and enacted as the historical building code of the city for the purpose stated therein.

SECTION 8.

Chapter 15.17, Sections, 15.17.010, 15.17.020 and 15.17.030, of the Bakersfield Municipal Code are hereby amended to read as follows:

15.17.010 Adoption.

Except as provided in this chapter, that certain building code known and designated as the California Residential Code, 2025 Edition, including Chapter 1, Division II, and Appendix BF, which code was based on the 2024 International Residential Code as published by the International Code Council, and a copy of which is on file in the building department of the city for use and examination by the public, and each portion and provision thereof, is adopted by reference as modified and amended in this chapter and is declared to be the residential building code of the city for the purpose of regulating the erection, construction, enlargement, alteration, repair, moving, removal, demolition, conversion, occupancy, use, height and maintenance of all residential structures and certain equipment therein specifically regulated within the incorporated limits of the city, issuance of permits and the collection of fees thereof.

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Ordinance Amending Title 15, Chapters 15.04, 15.05, 15.07, etc., Relating to Buildings and Construction. -- Page 7 of 10 Pages --

15.17.020 Deletions.

The following sections, tables and chapters of the California Residential Code, 2025 Edition, or appendix thereto, are not adopted as part of the ordinance codified in this chapter and are deleted:

Chapter 1 Division II, Section R112—Board of Appeals;
Appendix AA—Reserved;
Appendix AB—Reserved;
Appendix AC—Reserved;
Appendix AD—Reserved;
Appendix AE—Reserved;
Appendix AF—Radon Control Methods;
Appendix AG—Reserved;
Appendix AI—Private Sewage Disposal;
Appendix AJ—Existing Buildings and Structures;
Appendix AK—Sound Transmission;
Appendix AL—Permit Fees;
Appendix AM—Reserved;
Appendix AN—Reserved;
Appendix AO –Automatic Vehicular Gates;
Appendix AP—Reserved;
Appendix AR—Light Straw Clay Construction;
Appendix AS—Strawbale Construction;
Appendix AT—Solar Ready Provision;
Appendix AU—COB Construction;
Appendix AV—Board of Appeals;
Appendix AW—3D Printed Building Construction.

15.17.030 Modifications.

The sections of the California Residential Code, 2025 Edition, Appendix BF mentioned in Sections 15.17.040 through 15.17.120, as adopted by reference, are amended as provided in Sections 15.17.040 through 15.17.120.

SECTION 9.

Chapter 15.19, Section 15.19.010 of the Bakersfield Municipal Code is hereby amended to read as follows:

15.19.010 Adoption.

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Ordinance Amending Title 15, Chapters 15.04, 15.05, 15.07, etc., Relating to Buildings and Construction. -- Page 8 of 10 Pages --
The 2025 California Green Building Standards Code is adopted by reference and enacted as the California Green Code of the city for the purpose stated therein.

Except as provided in this chapter, that certain green building standards code known and designated as the California Green Building Standards Code, 2025 Edition, including appendix, is adopted by reference as modified and amended in this chapter and is declared to be the green code of the city for the purpose stated therein.

SECTION 10.

Chapter 15.30, Sections 15.30.010 and 15.30.030 of the Bakersfield Municipal Code are hereby amended to read as follows:

15.30.010 Adoption.

Except as otherwise provided in this chapter, that certain energy code known and designated as the California Energy Code, 2025 Edition, is adopted as modified and amended in this chapter. A copy of such code is on file with the building department of the city for use and examination by the public, is adopted as the energy code of the city, and each provision and portion thereof, except as otherwise in this chapter provided, is referred to and made a part of this chapter to the same effect as if fully set forth in this chapter.

15.30.030 Modifications.

The sections of the California Energy Code, 2025 Edition, mentioned in Section

15.30.040, as adopted by reference, are modified and amended as provided in Section 15.30.040.

SECTION 11.

Chapter 15.31 is hereby enacted to the Bakersfield Municipal Code as follows:

Chapter 15.31 – California Wildland-Urban Interface Code Title 24 Part 7

15.31.010 Adoption

Except as provided in this chapter, the 2025 California Wildland -Urban Interface Code Title 24 Part 7, as adopted by the state is adopted by reference as modified and amended in this chapter and is declared to be the wildland-urban interface code of the city for the purpose stated therein.

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Ordinance Amending Title 15, Chapters 15.04, 15.05, 15.07, etc., Relating to Buildings and Construction. -- Page 9 of 10 Pages --

SECTION 12.

This Ordinance shall be posted in accordance with the provisions of the Bakersfield Municipal Code and shall become effective thirty (30) days from and after the date of its passage.

---------o0o----------

AYES: COUNCILMEMBER: ARIAS, GONZALES, WEIR, SMITH, KOMAN, BASHIRTASH, KAUR NOES: COUNCILMEMBER: ___________________________________________________________________ ABSTAIN: COUNCILMEMBER: ____________________________________________________________________ ABSENT: COUNCILMEMBER: _____________________________________________________________________

_________________________________________

JULIE DRIMAKIS, CPMC, MMC
CITY CLERK and Ex Officio Clerk of the Council of the
City of Bakersfield

APPROVED: _________________

By __________________________

KAREN GOH
Mayor

APPROVED AS TO FORM:

VIRGINIA GENNARO, CITY ATTORNEY

By _________________________

VIRIDIANA GALLARDO-KING
Deputy City Attorney II

____________________________
Ordinance Amending Title 15, Chapters 15.04, 15.05, 15.07, etc., Relating to Buildings and Construction. -- Page 10 of 10 Pages --
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ADMINISTRATIVE REPORT

MEETING DATE: November 19, 2025 AGENDA CATEGORY: Consent - Ordinances TO: Honorable Mayor and City Council
FROM: Virginia Gennaro, City Attorney
DATE: November 14, 2025
SUBJECT: Adoption of the following ordinances amending various sections of the Bakersfield Municipal Code (FR 11/5/25)

1. Amending Section 17.10.20 relating to Residential Zones.

2. Amending Section 17.12.020 relating to Mixed Use Zones.

3. Amending Sections 17.65.010 and 17.65.030 relating to Accessory Dwelling Unit, etc.

RECOMMENDATION:

Staff recommends adoption of the ordinance amendments.

BACKGROUND:

The following is a list of ordinance changes that are being recommended by Staff:

1. BMC Section 17.10.020. This amendment adds language as agreed upon by the Califo rnia Department of Housing and Community Development (“HCD”) and the City to further affordable housing.

2. BMC Section 17.12.020. This amendment adds language as agreed upon by HCD and the City to further affordable housing.

3. BMC Section 17.65.010. This amendment updates the sections referencing state law as the State of California updated and created a separate Chapter in the Government Code involving accessory dwelling units and junior accessory dwelling units.

4. BMC Section 17.65.030. This amendment updates the sections referencing state law as the State of California updated and created a separate chapter in the Government Code involving accessory dwelling units and junior accessory dwelling units.

FISCAL IMPACT:

This action to approve changes to the Bakersfield Municipal Code and will not have an impact on the City General Fund.

COUNCIL GOAL:

Innovative and Efficient City Government

ATTACHMENTS:

1. Ordinance amending Section 17.10.20 relating to Residential Zones.

2. Ordinance amending Section 17.12.020 relating to Mixed Use Zones.

3. Ordinance amending Section 17.65.010 and 17.65.030 relating to Accessory Dwelling Unit, etc.

______________________________________________________________ Ordinance Amending Chapter 17.10, Section 17.10.020 of the Bakersfield Municipal Code Relating to Residential Zones.

-- Page 1 of 6 Pages --
ORDINANCE NO. __________________

ORDINANCE AMENDING CHAPTER 17.10 SECTION

17.10.020 OF THE BAKERSFIELD MUNICIPAL CODE
RELATING TO RESIDENTIAL ZONES.

BE IT ORDAINED by the Council of the City of Bakersfield as follows:

SECTION 1.

Chapter 17.10, Section 17.10.020 of the Bakersfield Municipal Code is hereby amended to read as follows:

17.10.020 Residential land use regulations and allowable uses.

A. Residential Zones Allowed Uses and Permit Requirements. Table 17.10-1 states the uses allowed within each residential zone and any permits required to establish the use, in compliance with Chapter 17.08 of this code (General Regulations Including Site Plan Review).

B. Additional Regulations. Where the last column in Table 17.10 -1 includes a chapter or section number, the regulations in the referenced chapter or section shall apply to the use. Provisions in other sections of this zoning code, municipal code, and state law may also apply.

C. Definitions. See Chapter 17.04 of this code (Definitions) for land use definitions and explanations.

D. Uses Not Listed. Uses not listed below may be reviewed by the planning director to determine if they are similar to those listed and appropriate in this zone and if so, what type of permit is required.

Table 17.10-1. Residential Zones Allowed Uses and Permit Requirements Key: P = Allowed by Right; DRA = Director Review and Approval; (N) = Not Allowed; CUP = Conditional Use Permit
Land Use
Permit Requirement by Zone Additional
Regulations R-S R-1 R-2 R-3 R-4 R-5 R-6 RH
Agricultural and Resource Uses
Accessory Agricultural
Structures and Uses

N N N N N N N P

______________________________________________________________ Ordinance Amending Chapter 17.10, Section 17.10.020 of the Bakersfield Municipal Code Relating to Residential Zones.

-- Page 2 of 6 Pages --
Key: P = Allowed by Right; DRA = Director Review and Approval; (N) = Not Allowed; CUP = Conditional Use Permit
Land Use
Permit Requirement by Zone Additional
Regulations R-S R-1 R-2 R-3 R-4 R-5 R-6 RH
Agricultural and
Horticulture

N N N N N N N P
Animal Raising and
Breeding
P N N N N N N P 17.10.040
Drilling for and Production
of Petroleum
N N N N N N N CUP 15.66
Recreation, Education, and Public Assembly Uses
Educational Institutions
Elementary School N P P P P P P N
Junior High School N P P P P P P N
High School N P P P P P P N
College or University N N N N N N N N
Religious Institution CUP CUP CUP CUP N N N CUP 17.04.498 Public and Quasi-Public
Uses
DRA CUP CUP CUP CUP CUP CUP CUP 17.10.040
Residential Uses
Accessory Dwelling Unit
(detached, attached,
junior)
P P P P P P P P 17.65

______________________________________________________________ Ordinance Amending Chapter 17.10, Section 17.10.020 of the Bakersfield Municipal Code Relating to Residential Zones.

-- Page 3 of 6 Pages --
Key: P = Allowed by Right; DRA = Director Review and Approval; (N) = Not Allowed; CUP = Conditional Use Permit
Land Use
Permit Requirement by Zone Additional
Regulations R-S R-1 R-2 R-3 R-4 R-5 R-6 RH
Accessory Structure P P P P P P P P 17.10.040
Child Day Care Home P P P P P P P P 17.04.165
Gov. Code Section
1597.30—1597.622
Community Care Facility,
Large (seven or more
residents)
CUP CUP CUP CUP CUP CUP CUP CUP 17.04.154.50
Health and Safety
Code Section 1502
Community Care Facility,
Small (up to seven
residents)
P P P P P P P P 17.04.154.50
Health and Safety
Code Section 1502
Emergency Shelter N N N N N N N N
Employee Housing, up to
seven residents

P P P P P P P P
Home Occupation P P P P P P P P 17.04.330

17.63 Housing, Employee,
Agriculture
N N N P P N N N California Health and
Safety Code 17021.5,
17021.6 and 17021.8
Low Barrier Navigation
Center
N N N N N N N N Assembly Bill 101 (AB
101)
Mobile Home Park N N CUP CUP N N N N
Multi-Unit Dwellings N N P P P P P N 17.14

______________________________________________________________ Ordinance Amending Chapter 17.10, Section 17.10.020 of the Bakersfield Municipal Code Relating to Residential Zones.

-- Page 4 of 6 Pages --
Key: P = Allowed by Right; DRA = Director Review and Approval; (N) = Not Allowed; CUP = Conditional Use Permit
Land Use
Permit Requirement by Zone Additional
Regulations R-S R-1 R-2 R-3 R-4 R-5 R-6 RH
Previously Developed
Sites
N N N N P P N N Housing
Developments on
previous Housing
Element sites shall be
allowed by right when
20% or more of the
units are designated
for lower-income
households and
comply with
Government Code
Section 65583.2 (c)
Rezoned Sites N N N N P P N N Housing
developments on
rezoned sites for the
6th Cycle Housing
Element shall be
allowed by right when
20% or more of the
housing units are
reserved for lower-
income households.

Must also meet
minimum density of 20
dwelling units per
acre and comply with
Government Code
Sections 65583.2 (h)
and (i)
Single-Room Occupancy
Units

N N N P P P P N
Single-Unit Dwellings P P P P N N N P

______________________________________________________________ Ordinance Amending Chapter 17.10, Section 17.10.020 of the Bakersfield Municipal Code Relating to Residential Zones.

-- Page 5 of 6 Pages --
Key: P = Allowed by Right; DRA = Director Review and Approval; (N) = Not Allowed; CUP = Conditional Use Permit
Land Use
Permit Requirement by Zone Additional
Regulations R-S R-1 R-2 R-3 R-4 R-5 R-6 RH
Supportive Housing P P P P P P P P Gov. Code Section
65651
Transitional Housing P P P P P P P P Gov. Code Section
65651
Retail, Service, and Office Uses
Certified Farmer’s Market N N N N DRA DRA DRA N
Construction
Trailer/Temporary
Contractor’s Office

DRA DRA DRA DRA DRA DRA DRA DRA
Real Estate Tract Sales
Office and Model Homes
DRA P P P P P P N 17.10.040
Private Nurseries and
Greenhouses
P DRA DRA DRA N N N P 17.10.040
Stable, Commercial CUP N N N N N N N
Utility, Transportation, and Communication Uses
Domestic Water Wells
(private)

P P P P P P P P
Public Utilities, Structures,
and Services

DRA N N N N N N N

______________________________________________________________ Ordinance Amending Chapter 17.10, Section 17.10.020 of the Bakersfield Municipal Code Relating to Residential Zones.

-- Page 6 of 6 Pages --
SECTION 3.

This Ordinance shall be posted in accordance with the provisions of the Bakersfield Municipal Code and shall become effective thirty (30) days from and after the date of its passage.

---------o0o---------
I HEREBY CERTIFY that the foregoing Ordinance was passed and adopted, by the Council of the City of Bakersfield at a regular meeting thereof held on _____________________________ by the following vote:

AYES: COUNCILMEMBER: ARIAS, GONZALES, WEIR, SMITH, KOMAN, BASHIRTASH, KAUR NOES: COUNCILMEMBER: _______________________________________________________________ ABSTAIN: COUNCILMEMBER: _______________________________________________________________ ABSENT: COUNCILMEMBER: _______________________________________________________________ _

______________________________________

JULIE DRIMAKIS, CPMC, MMC
CITY CLERK and Ex Officio Clerk of the
Council of the City of Bakersfield

APPROVED:

By:______________________________

KAREN GOH
Mayor

APPROVED AS TO FORM:

VIRGINIA GENNARO
City Attorney

By: ______________________________

VIRIDIANA GALLARDO-KING
Deputy City Attorney II

VGK/pt
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____________________________
Ordinance Amending Chapter 17.12 Section 17.12.020 of the Bakersfield Municipal Code Relating to Mixed-Use Zones.

-- Page 1 of 5 Pages --
ORDINANCE NO. __________________

ORDINANCE AMENDING CHAPTER 17.12 SECTION

17.12.020 OF THE BAKERSFIELD MUNICIPAL CODE

RELATING TO MIXED-USE ZONES

BE IT ORDAINED by the Council of the City of Bakersfield as follows:

SECTION 1.

Chapter 17.12, Section 17.10.020 of t he Bakersfield Municipal Code is hereby amended to read as follows:

17.12.020 Mixed-use land use regulations and allowable uses.

A. Mixed-Use Zones Allowed Uses and Permit Requirements. Table 17.12- 1 indicates the uses allowed within each mixed-use zone and any permits required to establish the use, in compliance with Chapter 17.08 of this code (General Regulations Including Site Plan Review).

B. Additional Regulations. Where the last column in Table 17.12 -1 includes a chapter or section number, the regulations in the referenced chapter or section shall apply to the use. Provisions in other sections of this zoning code, municipal code, and state law may also apply.

C. Definitions. See Chapter 17.04 of this code (Definitions) for land use definitions and explanations.

Table 17.12-1. Mixed-Use Zones Allowed Uses and Permit Requirements

____________________________
Ordinance Amending Chapter 17.12 Section 17.12.020 of the Bakersfield Municipal Code Relating to Mixed-Use Zones.

-- Page 2 of 5 Pages --
Key:

P = Allowed by Right; DRA = Director Review and Approval; N = Not Allowed; CUP = Conditional Use Permit
Land Use
Permit Requirement by Zone
Additional Regulations
MX-1 MX-2
Residential Uses
Accessory Dwelling Unit
(detached, attached, junior)
P P 17.65
Accessory Structure P P 17.12.040
Assisted Living Facility CUP CUP
Child Day Care Home P P 17.04.160
Government Code Sections
1597.30—1597.622
Community Care Facility, Large
(seven or more residents)
CUP CUP 17.04.154.50
Health and Safety Code Section
1502
Community Care Facility, Small
(up to seven residents)
P P 17.04.154.50
Health and Safety Code Section
1502
Emergency Shelter P P Government Code Section
65582(d) and Health and Safety
Code Section 50801(e)
Employee Housing, up to seven
residents
P P
Home Occupation P P 17.04.330

____________________________
Ordinance Amending Chapter 17.12 Section 17.12.020 of the Bakersfield Municipal Code Relating to Mixed-Use Zones.

-- Page 3 of 5 Pages --
Key:

P = Allowed by Right; DRA = Director Review and Approval; N = Not Allowed; CUP = Conditional Use Permit
Land Use
Permit Requirement by Zone
Additional Regulations
MX-1 MX-2

17.63 Low Barrier Navigation Center P P Government Code Sections 65660—65668
Mobile Home Parks/Travel Trailer
Parks
CUP N
Multi-Unit Dwellings (standalone
or incorporated)
P P
Previously Developed Sites P P Housing Developments on
previous Housing Element sites
shall be allowed by right when
20% or more of the units are
designated for lower-income
households and comply with
Government Code Section
65583.2 (c)
Rezoned Sites P P Housing developments on
rezoned sites for the 6th Cycle
Housing Element shall be allowed
by right when 20% or more of the
housing units are reserved for
lower-income households. Must
also meet minimum density of 20
dwelling units per acre and
comply with Government Code
Sections 65583.2 (h) and (i)
Single-Room Occupancy Units P P

____________________________
Ordinance Amending Chapter 17.12 Section 17.12.020 of the Bakersfield Municipal Code Relating to Mixed-Use Zones.

-- Page 4 of 5 Pages --
Key:

P = Allowed by Right; DRA = Director Review and Approval; N = Not Allowed; CUP = Conditional Use Permit
Land Use
Permit Requirement by Zone
Additional Regulations
MX-1 MX-2
Supportive Housing P P Government Code Section 65651
Transitional Housing P P Government Code Section 65651
C-1 Neighborhood Commercial Zone Uses
C-1 Uses Permitted P n/a 17.22.020
C-1 Uses Permitted Subject to
Planning Director Review and
Approval
DRA n/a 17.22.030
C-1 Uses Permitted Only by
Conditional Use Permit
CUP n/a 17.24.040
C-2 Regional Commercial Zone Uses
C-2 Uses Permitted n/a P 17.24.020
C-2 Uses Permitted Subject to
Planning Director Review and
Approval
n/a DRA 17.24.030
C-2 Uses Permitted Only by
Conditional Use Permit
n/a CUP 17.24.040

____________________________
Ordinance Amending Chapter 17.12 Section 17.12.020 of the Bakersfield Municipal Code Relating to Mixed-Use Zones.

-- Page 5 of 5 Pages --
SECTION 2.

This Ordinance shall be posted in accordance with the provisions of the Bakersfield Municipal Code and shall become effective thirty (30) days from and after the date of its passage.
---------o0o---------
I HEREBY CERTIFY that the foregoing Ordinance was passed and adopted, by the Council of the City of Bakersfield at a regular meeting thereof held on _____________________________ by the following vote:

______________________________________

JULIE DRIMAKIS, CPMC, MMC
CITY CLERK and Ex Officio Clerk of the
Council of the City of Bakersfield
APPROVED:

By:______________________________

KAREN GOH
Mayor

APPROVED AS TO FORM:

VIRGINIA GENNARO
City Attorney

By: ______________________________

VIRIDIANA GALLARDO-KING
Deputy City Attorney II

VGK/pt
S:\COUNCIL\Ords\25-26\17.12 MixedUseZones.Final.docx

______________________________________________________________ Ordinance Amending Chapter 17.65, Section 17.65.010 AND 17.65.030 of the Bakersfield Municipal Code Relating to Accessory Dwelling Uniti (ADU) and Junior Accessory Dwelling Unit (JADU).

-- Page 1 of 2 Pages --
ORDINANCE NO. __________________

ORDINANCE AMENDING CHAPTER 17.65 OF THE

BAKERSFIELD MUNICIPAL CODE RELATING TO ACCESSORY

DWELLING UNIT (ADU) AND JUNIOR ACCESSORY
DWELLING UNIT (JADU).

BE IT ORDAINED by the Council of the City of Bakersfield as follows:

SECTION 1.

Chapter 17.65, Section 17.65.010 and 17.65.030 of the Bakersfield Municipal Code are hereby amended to read as follows:

17.65.010 Purpose.

This chapter sets forth the policies and procedures for permitting accessory dwelling units and junior accessory dwelling units consistent with the provisions of California Government Code Sections 66310 through 66342 and relevant sections of the California Government Code as amended from time to time.

17.65.020 Intent.

It is the intent of the city to allow and streamline the development of accessory dwelling units and junior accessory dwelling units, and encourage the development of housing types for all economic segments of the community and to minimize governmental constraints on residential development. The provisions of this chapter are intended to further implement the provisions of the general plan housing element and state housing law. Furthermore, these provisions are intended to increase the supply of smaller and more affordable housing while ensuring such housing remains compatible with the existing neighborhood.

17.65.030 Applicability.

A complete application for an accessory dwelling unit or junior accessory dwelling unit shall be processed and approved in compliance with California Government Code Section 66310 et seq. Except as otherwise provided by this title, accessory dwelling units and junior accessory dwelling units shall be a permitted use in any zone which allows for residential uses. This includes mixed - use zoning districts which allow residential and nonresidential land uses.

-- Page 2 of 2 Pages --
SECTION 3.

This Ordinance shall be posted in accordance with the provisions of the Bakersfield Municipal Code and shall become effective thirty (30) days from and after the date of its passage.

---------o0o---------

______________________________________

JULIE DRIMAKIS, CPMC, MMC
CITY CLERK and Ex Officio Clerk of the
Council of the City of Bakersfield

APPROVED:

By:______________________________

KAREN GOH
Mayor

APPROVED AS TO FORM:

VIRGINIA GENNARO
City Attorney

By: ______________________________

VIRIDIANA GALLARDO-KING
Deputy City Attorney II

VGK/pt
S:\COUNCIL\Ords\25-26\17.65 ADU JADU.Final.docx

ADMINISTRATIVE REPORT

MEETING DATE: November 19, 2025 AGENDA CATEGORY: Consent - Resolutions TO: Honorable Mayor and City Council
FROM: Randy McKeegan, Finance Director
DATE: November 6, 2025
SUBJECT: Dispense with bidding for the purchase of Cellebrite Inseyets® subscription renewal for the Police Department.

Resolution determining that Cellebrite Inseyets subscription renewal can most efficiently be obtained through cooperative procurement bidding procedures from Carahsoft Technology Corporation and authorizing the Finance Director to dispense with bidding for the purchase of Cellebrite Inseyets subscription renewal in the amount of $134,892.39 for the Police Department.

RECOMMENDATION:

Staff recommend adoption of the resolution and approval of the purchase.

BACKGROUND:

Currently, the Bakersfield Police Department Digital Forensics Unit has an expiring subscription to Cellebrite Inseyets that allows for cellphone extractions related to serious violent felony offenses, retail theft, and auto theft investigations. This technology allows the Police Department Digital Forensics Unit to better identify suspects involved in serious viol ent felony offenses, retail thefts, and auto thefts. The Technology Services Department recommends renewing the subscription to continue the use of Cellebrite Inseyets for cellphone extractions.

The City municipal code section 3.20.060(D)(6) allows the Ci ty to dispense with bidding when it is determined that the equipment is not available from local vendors and that it is in the best interests of the City, and to the City’s economic advantage that such equipment be obtained at the lowest possible cost by entering into a cooperative procurement contract that was competitively bid within the last thirty- six months or is one that is still active and valid.

Carahsoft Technology Corporation has entered into a competitive procurement contract with National Association of State Procurement Officials (NASPO) to offer discount pricing for their software products and subscriptions. Staff recommend adoption of the Resolution to dispense with bidding for the purchase of Cellebrite Inseyets subscription renewal from Car ahsoft Technology Corporation in the amount of $134,892.39 for the Police Department.

FISCAL IMPACT:

The Department has s ufficient funds in the Fiscal Year 2025 -26 budget in the Equipment Fund for this purchase.

COUNCIL GOAL:

Reliable Infrastructure

ATTACHMENTS:

1. Resolution

2. Quote

RESOLUTION NO. _________________

A RESOLUTION OF THE BAKERSFIELD CITY

COUNCIL DISPENSING WITH FORMAL

BIDDING PROCEDURES IN THE PURCHASE OF

CELLEBRITE INSEYETS SUBSCRIPTION FROM

CARAHSOFT TECHNOLOGY CORPORATION

AND AUTHORIZING THE USE OF

COOPERATIVE PROCUREMENT CONTRACTS

FOR THE PURCHASE OF CELLEBRITE INSEYETS
SUBSCRIPTION.

WHEREAS, the City may enter into cooperative procurement contracts for work, supplies, equipment or materials without competitive bidding pursuant to Bakersfield Municipal Code Section 3.20.060(D)(6); and

WHEREAS, prices offered through national cooperative procurement contracts are generally less expensive than the prices for work, supplies, the City is currently paying; and

WHEREAS, purchasing work, supplies, equipment, or materials for the City through national cooperative procurement contracts is to the City’s economic advantage and in the City’s best interest; and

WHEREAS, Bakersfield Municipal Code Section 3.20.060(D)(6) allows the City to dispense with bidding procedures when it is determined that work, supplies, equipment or materials are not available from local vendors and that it is in the best interests of the city, and to the city's economic advantage that such work, supplies, equipment or materials be obtained at the lowest possible cost for the quality needed by entering into a city, county, state or federal government cooperative procurement contract that was competitively awarded by another governmental agency within the last 36 months or is one that is still current and active; and

WHEREAS, the City desires to utilize a competitively awarded cooperative procurement contract for the purchase of Cellebrite Inseyets subscription directly from Carahsoft Technology Co rporation, to obtain competitive prices and the best value for the City’s equipment needs; and

WHEREAS, the process used to determine the vendors for the cooperative procurement contracts referenced herein substantially comply with the City’s procurement process, including public advertisement for sealed bids and awards determined on the basis of best value.

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

1. The above recitals are true and correct and are incorporated herein by reference.

2. The Council finds that the purchase of Cellebrite Inseyets subscription is necessary for the City’s use, and that it is in the best interests of the City, and to the City’s economic advantage that such purchase be obtained at the lowest possible cost for the quality needed by entering into a city, county, state or federal government cooperative procurement contract. The Council finds that the purchase of Cellebrite Inseyets s ubscription, in the types and quantities required by the City, is available from a company, Carahsoft Technology Corporation, which successfully obtained a contract that was competitively awarded by a governmental agency within the last 36 months and/or is still active and valid.

3. The Finance Director or his designee is authorized to dispense with bidding in accordance with section 3.20.060(D)( 6) of the Bakersfield Municipal Code and to negotiate the purchase of Cellebrite Inseyets subscription.

4. The Finance Director or his designee is authorized to purchase Cellebrite Inseyets subscription from Carahsoft Technology Corporation pursuant to the terms and conditions of National Association of State Procurement Officials (NASPO) Contract No. AR2472 with Carahsoft Technology Corporation and may be amended from time to time and including any options to renew that may be exercised by the NASPO.

5. That in the event certain work, supplies, equipment, or materials needed by the City are available through more than one of these cooperative procurement contracts and within the timeframe required by the City, the Finance Director or his designee shall pu rchase such work, supplies, equipment, or materials, from the vendor offering the lowest price.

6. That the Finance Director or designee is authorized to negotiate and execute any documents that may be necessary to register with, and purchase work, supplies, equipment, or materials from, the vendors herein.

--oo0oo--

I HEREBY CERTIFY that the foregoing Resolution was passed and adopted by the Council of the City of Bakersfield at a regular meeting thereof held on ____________________________, by the following vote:

YES: COUNCIL MEMBER ARIAS, GONZALES, WEIR, SMITH, KOMAN, BASHIRTASH, KAUR NOES: COUNCIL MEMBER ______________________________________________________________ ABSTAIN: COUNCIL MEMBER ______________________________________________________________ ABSENT: COUNCIL MEMBER _______________________________________________________________

________________________________

JULIE DRIMAKIS, MMC
CITY CLERK and Ex Officio Clerk of
the Council of the City of Bakersfield

APPROVED _________________

By _________________________
KAREN GOH Mayor

APPROVED AS TO FORM:

VIRGINIA GENNARO
City Attorney

By ______________________________
ASHLEY E. ZAMBRANO
Deputy City Attorney II

ADMINISTRATIVE REPORT

MEETING DATE: November 19, 2025 AGENDA CATEGORY: Consent - Resolutions TO: Honorable Mayor and City Council
FROM: Gregory Pronovost, Technology Services Director
DATE: November 7, 2025
SUBJECT: Resolution to dispense with bidding and Agreement (not to exceed $500,000) with HP, Inc. for Managed Print Services.

1. Resolution to dispense with bidding for purchase of HP, Inc., Managed Print Services; and

2. Agreement with HP, Inc. (not to exceed $500,000.00) for managed print services

RECOMMENDATION:

Staff recommends approval of the resolution and agreement

BACKGROUND:

Presently, the Technology Services Department provides continuous maintenance and support for HP printers for all departments within the organization. When these printers are due for replacement or experience a severe malfunction, equipment procurement can be difficult, leading to extended downtime for staff. Implementing HP Inc. Managed Print Services will streamline the replacement of outdated printers with similar models, as well as handle repairs, maintenance, and servicing of printers across city departments. Moreover, this initiative guarantees prompt maintenance and support from HP -certified technicians to address printer-related issues efficiently.

The purchase of annual managed services and support service fees cannot be reasonably obtained through usual bidding procedures and must be obtained directly from the vendor, HP Inc. Therefore, the resolution seeks to authorize the Finance Director to dispense with bidding for these services over a five (5) year term, and enter into an agreement with HP Inc. for these services, not to exceed $500,000.00.

FISCAL IMPACT:

Funds for this purchase are allocated within the Fiscal Year 2025 -26 budgeted through the Equipment Fund.

COUNCIL GOAL:

Innovative and Efficient City Government

ATTACHMENTS:

1. Resolution.pdf

2. Agreement.pdf

- Page 1 of 4 Pages -
RESOLUTION NO. _________________

A RESOLUTION OF THE BAKERSFIELD CITY

COUNCIL DISPENSING WITH FORMAL

BIDDING PROCEDURES IN MANAGED PRINT

SERVICES OF HP PRINTERS AND

AUTHORIZING THE USE OF COOPERATIVE

PROCUREMENT CONTRACTS FOR THE

MANAGED PRINT SERVICES OF HP PRINTERS

WHEREAS, the City may enter into cooperative procurement contracts for work, supplies, equipment or materials without competitive bidding pursuan t to Bakersfield Municipal Code Section 3.20.060(D)(7); and

WHEREAS, prices offered through national cooperative procurement contracts are generally less expensive than the prices for work, supplies, the City is currently paying; and

WHEREAS, Bakersfield Municipal Code Section 3.20.060(D)(7) allows the City Council to determine by resolution to dispense with bidding procedures w hen a local vendor or company has successfully obtained a contract that was competitively awarded by another governmental agency either within the last thirty -six months or is one that is still active and valid as a participant in a cooperative procurement contract; and

WHEREAS, the City desires to utilize a competitively awarded cooperative procurement contract for the purchase of HP Managed Print Services of HP Printers directly from HP Inc., to obtain competitive prices and the best value for the City’s equipment needs; and

WHEREAS, the process used to determine the vendors for the cooperative procurement contracts herein substantially comply with the City’s procurement process, including public advertisement for sealed bids and awards determined on the basis of best value.

NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Bakersfield as follows:
- Page 2 of 4 Pages -

1. The above recitals are true and correct and are incorporated herein by reference.

2. The Council finds that utilizing the services of HP Inc for managed print services, wh ich includes provision of both services and necessary products for maintenance use of city printers, is necessary for the City’s use and is not available from local vendors and that it is in the best interests of the City, and to the City’s economic advantage that such purchase be obtained at the lowest possible cost for the quality needed by entering into a city, county, state or federal government cooperative procurement contract that was competitively awarded by another governmental agency within the last thirty-six months and/ or is still active and valid.

3. The Finance Director or his designee is authorized to dispense with bidding in accordance with section 3.20.060(D)( 7) of the Bakersfield Municipal Code and to negotiate the purchase of managed print services acquired from HP Inc.

4. The Finance Director or his designee is authorized the purchase of managed print services acquired from HP Inc. pursuant to the terms and conditions of the State of Colorado NASPO contract No. #187822, as may be amended from time to time and including any options to renew that may be exercised by the parties.

5. That in the event certain work, supplies, equipment, or materials needed by the City are available through more than one of these cooperative procurement contracts and within the timeframe required by the City, the Finance Director or his designee shall purchase such work, supplies, equipment, or materials, from the vendor offering the lowest price.

6. That the Finance Director or designee is authori zed to negotiate and execute any documents that may be necessary to register with, and purchase work, supplies, equipment, or materials from, the vendors herein.

--oo0oo--
- Page 3 of 4 Pages -
I HEREBY CERTIFY that the foregoing Resolution was passed and adopted by the Council of the City of Bakersfield at a regular meeting thereof held on ____________________________, by the following vote:

________________________________

JULIE DRIMAKIS, MMC
CITY CLERK and Ex Officio Clerk of
the Council of the City of Bakersfield

APPROVED _________________

By _________________________
KAREN GOH Mayor

APPROVED AS TO FORM:

VIRGINIA GENNARO
City Attorney

By ______________________________

ASHLEY ZAMBRANO
Deputy City Attorney

- Page 4 of 4 Pages -

AGREEMENT NO. ___________________

INDEPENDENT CONTRACTOR'S AGREEMENT
[Over $100,000]
This INDEPENDENT CONTRACTOR’S AGREEMENT (“Agreement”) is made and entered into on _______________________, by and between the CITY OF BAKERSFIELD, a municipal corporation (referred to herein as “CITY”), and Hewlett- Packard Incorporated dba HP INC. a corporation authorized to do business in California (referred to herein as “CONTRACTOR”).

R E C I T A L S
WHEREAS, CITY is in need of managed print services for printers at various CITY locations, which includes both provision of services and necessary products for the ongoing maintenance and use of the CITY printers; and WHEREAS, CITY desires to enter into a sixty ( 60) month contract with CONTRACTOR for their Managed Print Service, which provides both the services and necessary products CITY requires; and
WHEREAS, the State of California entered into Participating Addendum Number 7-24-70-46-02 to the NASPO issued cooperative procurement contract for Managed Print Services on Master Agreement Number 187822; and WHEREAS, CONTRACTOR represents that CONTRACTOR is experienced, well qualified and a specialist in the field of Managed Print Services.

NOW, THEREFORE, incorporating the foregoing recitals herein, CITY and CONTRACTOR mutually agree as follows:

1. SCOPE OF WORK . In exchange for the Compensation (defined below), CONTRACTOR shall perform the following: Full MSS includes toner/ ink cartridges, maintenance kits, parts and repairs for the CITY’s various HP printers as outlined in Exhibit A attached hereto and incorporated herein.

The service shall be governed by various service terms and conditions set forth in Exhibit B attached hereto and incorporated herein (collectively, the “Scope of Work”). The Scope of Work shall include all items and procedures necessary to properly complete the task CONTRACTOR has been hired to perform, whether specifically included in the Scope of Work or not.

2. COMPENSATION/PAYMENT PROCEDURE . Subject to the conditions of this section, CITY will pay CONTRACTOR as follows for performing the Scope of Work (“Compensation”):

Docusign Envelope ID: E0CEF07E-BE36-4B21-B6FE-85EB4591C1F1

In accordance with the rates as shown on the pricing schedule in the HP Maintenance Services and Support Schedule -
Managed Cartridge Billing in Exhibit A.

CITY will pay CONTRACTOR within thirty ( 30) days after CONTRACTOR submits an itemized invoice for the portions of the Scope of Work completed and that invoice is approved by CITY. The Compensation will be the total amount paid to CONTRACTOR for performing the Scope of Work and includes, but is not limited to, all out-of-pocket costs and taxes.

CITY will pay no other compensation to CONTRACTOR. In no case will CITY compensate CONTRACTOR more than $ 500,000 for performing the Scope of Work.

3. TERM. Unless terminated sooner, as set forth herein, this Agreement shall terminate on December 30, 2030.

4. TERMINATION. Either party may terminate t his Agreement after giving the other party written notice, as provided herein, ten (10) days before the termination is effective; provided, however, that any such termination shall not affect any existing Orders, Statements of Work, or other Supporting Materials under the Agreement, which will continue in accordance with their terms. Customer shall pay HP for products and services delivered through the date of termination and any other applicable termination fees set forth in a Statement of Work.

5. ACCOUNTING RECORDS . CONTRACTOR shall maintain accurate accounting records and other written documentation pertaining to all costs incurred in performance of this Agreement. Such records and documentation shall be kept at CONTRACTOR's office during the term of this Agreement, and for a period of three (3) years from the date of the final payment hereunder, and made available to CITY representatives upon request at any time during regular business hours.

6. ASSIGNMENT. Neither this Agreement nor any rights, interests, duties, liabilities, obligations or responsibilities arising out of, concerning or related in any way to this Agreement (including, but not limited to, accounts, actions, causes of action, claims, damages, demands, liabilities, losses, obligations, or reckonings of any kind or nature whatsoever, for compensatory or exemplary and punitive damages, or declaratory, equitable or injunctive relief, whether based on contract, equity, tort or other theories of reco very provided for by the common or statutory law) may be assigned or transferred by any party. Any such assignment is prohibited, and shall be unenforceable and otherwise null and void without Docusign Envelope ID: E0CEF07E-BE36-4B21-B6FE-85EB4591C1F1

the need for further action by the non-assigning party or parties.

7. BINDING EFFECT. The rights and obligations of this Agreement shall inure to the benefit of, and be binding upon, the parties to the Agreement and their heirs, administrators, executors, personal representatives, successors and assigns.

8. COMPLIANCE WITH ALL LAWS . CONTRACTOR shall, at CONTRACTOR ’s sole cost, comply with all of the requirements of municipal, state, and federal authorities now in force, or which may hereafter be in force, pertaining to this Agreement, and shall faithfully observe in all activities relating to or growing out of this Agreement all municipal ordinances and state and federal statutes, rules or regulations, and permitting requirements now in force or which may hereafter be in force including, without limitation, obtaining a City of Bakersfield business tax certificate (Bakersfield Municipal Code Chapter 5.02) where required.

9. CORPORATE AUTHORITY. Each individual signing this Agreement on behalf of entities represent s and warrant s that they are, respectively, duly authorized to sign on behalf of the entities and to bind the entities fully to each and all of the obligations set forth in this Agreement.

10. COUNTERPARTS. This Agreement may be executed in any number of counterparts, each of which shall be considered as an original and be effective as such.

11. DIRECTION. CONTRACTOR retains the right to control or direct the manner in which the services described herein are performed.

12. EQUIPMENT. CONTRACTOR will supply all equipment, tools, materials and supplies necessary to perform the services under this Agreement.

13. EXECUTION. This Agreement is effective upon the date first written above and is the product of negotiation and all parties are equally responsible for authorship of this Agreement. Section 1654 of the California Civil Code shall not apply to the interpretation of this Agreement.

14. EXHIBITS. In the event of a conflict between the terms, conditions or specifications set forth in this Agreement and those in exhibits attached hereto, the terms, conditions, or specifications set forth in this Agreement shall prevail. All exhibits to which referen ce is made in this Agreement are deemed incorporated in this Agreement, whether or not actually attached.

Docusign Envelope ID: E0CEF07E-BE36-4B21-B6FE-85EB4591C1F1

15. FURTHER ASSURANCES. Each party shall execute and deliver such papers, documents, and instruments, and perform such acts as are necessary or appropriate, to implement the terms of this Agreement and the intent of the parties to this Agreement.

16. GOVERNING LAW. The laws of the State of California will govern the validity of this Agreement and its interpretation and performance. Any litigation arising in any way from this Agreement shall be brought in Kern County, California.

17. INCLUDED DOCUMENTS. Any bid documents, including, without limitation, special provisions and standard specifications and any Request for Proposals, Request for Qualifications and responses thereto relating to this Agreement are incorporated by reference as though fully set forth herein.

18. INDEMNITY. CONTRACTOR shall indemnify, defend, and hold harmless CITY and CITY’s officers, agents and employees against any and all liability, claims, actions, causes of action or demands whatsoever against them, or any of them, before administrative or judicial tribunals of any kind whatsoever, arising out of, connected with, or caused by CONTRACTOR or CONTRACTOR’s employees, agents, independent contractors, companies, or subcontractors in the performance of, or in any way arising from, the terms and provisions of this Agreement whether or not caused in part by a party indemnified hereunder, except for CITY’s sole active negligence or willful misconduct.

19. INDEPENDENT CONTRACTOR . This Agreement calls for CONTRACTOR’s performance of the Scope of Work as an independent contractor.

CONTRACTOR is not an agent or employee of CITY for any purpose and is not entitled to any of the benefits provided by CITY to its employees. This Agreement shall not be construed as forming a partnership or any other association with CONTRACTOR other than that of an independent contractor.

20. INSURANCE.

20.1 Types and Limits of Insurance . In addition to any other insurance or security required under this Agreement, CONTRACTOR must procure and maintain, for the duration of this Agreement, the types and limits of insurance below ("Basic Insurance Requirements").

20.1.1 Automobile liability insurance , providing coverage for owned, non -owned, and hired autos on an occurrence
basis for bodily injury, including death, of one or more Docusign Envelope ID: E0CEF07E-BE36-4B21-B6FE-85EB4591C1F1

persons, property damage , and personal injury, with limits of not less than $1,000,000 per occurrence.

20.1.2 Commercial general liability insurance , unless otherwise approved by CITY’s Risk Manager, providing coverage on
an occurrence basis for bodily injury, including death, of one or more persons, property damage , and personal
injury, with limits of not less than $1,000,000 per occurrence.

The policy must:

20.1.2.1 Provide contractual liability coverage for the terms of this Agreement;

20.1.2.2 Provide products and completed operations
coverage;

20.1.2.3 Provide premises, operations, and mobile
equipment coverage; and

20.1.2.4 Contain an additional insured endorsement in
favor of CITY and its mayor, council, officers,
agents, employees, and designated volunteers.

20.1.3 Workers' compensation insurance with limits of not less than $1,000,000 per occurrence . I n accordance with the
provisions of Labor Code Section 3700, every contractor will be required to secure the payment of compensation to his employees. Pursuant to Labor Code Section 1861,
CONTRACTOR must submit to CITY the following
certification before beginning any work on the
Improvements:

I am aware of the provisions of Section 3700 of the
Labor Code which require every employer to be
insured against liability for worker’s compensation or
to undertake self -insurance in accordance with the
provisions of that code, and I will comply with such
provisions before commencing the performance of
the work of this contract.

By executing this Agreement, CONTRACTOR is submitting the certification required above.

The policy must contain a waiver of subrogation in favor of Docusign Envelope ID: E0CEF07E-BE36-4B21-B6FE-85EB4591C1F1

CITY and its mayor, council, officers, agents, employees, and designated volunteers.

20.2 General Provisions Applying to All Insurance Types.

20.2.1 All policies required of CONTRACTOR must be written on a first-dollar coverage basis, or contain a deductible
provision. Subject to CITY’s advance approval,
CONTRACTOR may utilize a self -insured retention in any or all of the policies provided, but the policy or policies may not contain language, whether added by endorsement or
contained in the policy conditions, that prohibits
satisfaction of any self -insured provision or requirement by anyone other than the named insured or by any means
including other insurance or which is intended to defeat the intent or protection of an additional insured.

20.2.2 All policies required of CONTRACTOR must be primary insurance as to CITY and its mayor, council, officers, agents, employees, or designated volunteers and any insurance or self-insurance maintained by CITY and its mayor, council, officers, agents, employees, and designated volunteers
must be excess of CONTRACTOR’s insurance and must not
contribute with it.

20.2.3 The insurance required above, e xcept for workers’ compensation insurance, must be placed with insurers with a Best’s rating as approved by CITY’s Risk Manager, but in no event less than A-:VII. Any deductibles, self -insured retentions, or insurance in lesser amounts, or lack of certain types of insurance otherwise required by this Agreement, or insurance rated below Best’s A-:VII, must be declared prior to execution of this Agreement and approv ed by CITY in writing.

20.2.4 The insurance required in this section must be maintained until the Scope of Work is satisfactorily completed as
evidenced by CITY’s written acceptance. All policies must provide that there will be continuing liability thereon, notwithstanding any recovery on any policy.

performance of the Scope of Work, and no additional
allowance will be made therefor or for additional premiums which may be required by extensions of the policies of
insurance.

20.2.6 It is further understood and agreed by CONTRACTOR that its liability to CITY will not in any way be limited to or affected by the amount of insurance obtained and carried by
CONTRACTOR in connection with this Agreement.

20.2.7 Unless otherwise approved by CITY, if any part of the Scope of Work is subcontracted, the Basic Insurance Requirements must be provided by, or on behalf of, all subcontractors even if CITY has approved lesser insurance requirements for CONTRACTOR, and all subcontractors must agree in writing to be bound by the provisions of this section.

21. INTERPRETATION. Whenever the context so requires, the masculine gender includes the feminine and neuter, and the singular number includes the plural.

22. KEY PERSONNEL . At request of CITY, CONTRACTOR shall name all key personnel to be assigned to the work set forth herein. CITY reserves the right to approve key personnel, which approval shall not be unreasonably withheld. Once the key personnel are approved CONTRACTOR shall not change such personnel without the approval of CITY.

23. LICENSES. CONTRACTOR shall, at its sole cost and expense, keep in effect or obtain at all times during the term of this Agreement any licenses, permits and approvals which are legally required for CONTRACTOR to practice its profession and perform the Scope of Work . If CONTRACTOR is a corporation, at least one (1) officer or key employee shall hold the required licenses or professional degrees. If CONTRACTOR is a partnership, at least one (1) partner shall hold the required licensees or professional degrees.

24. MERGER AND MODIFICATION . This Agreement sets forth the entire agreement between the parties and supersedes all other oral or written representations. This Agreement may be modified only in a writing approved by the City Council and signed by all the parties.

25. NO WAIVER OF DEFAULT. The failure of any party to enforce against another party any provision of this Agreement shall not constitute a waiver of that party's right to enforce such a provision at a later time and shall not serve to vary the terms of this Agreement.

Docusign Envelope ID: E0CEF07E-BE36-4B21-B6FE-85EB4591C1F1

26. NON-INTEREST. No CITY officer or employee shall hold any interest in this Agreement (California Government Code section 1090).

27. NOTICES. All notices relative to this Agreement shall be given in writing and shall be personally served or sent by certified or registered mail and be effective upon actual personal service or depositing in the United States mail. The parties shall be addressed a s follows, or at any other address designated by notice:

CITY: CITY OF BAKERSFIELD

CITY HALL
1600 Truxtun Avenue
Bakersfield, California 93301

CONTRACTOR: HP INC
11361 Chinden Blvd
MS 335
Boise, ID 83714

With a copy of legal notices to:

Chief Legal Officer
1501 Page Mill Road
Palo Alto, CA 94304

28. RESOURCE ALLOCATION. All CITY obligations under the terms of this Agreement are subject to the appropriation and allocation of resources by the City Council.

29. Reserved.

30. Reserved.

31. STARTING WORK. CONTRACTOR shall not begin work until authorized to do so in writing by CITY. No work will be authorized before the date first written above.

32. TAX NUMBERS.

CONTRACTOR’s Federal Tax ID Number 94-1081436
CONTRACTOR is a corporation? Yes ✓ No
(Please check one.)

33. THIRD-PARTY CLAIMS. In the case of public works contracts, CITY will timely Docusign Envelope ID: E0CEF07E-BE36-4B21-B6FE-85EB4591C1F1 notify CONTRACTOR of third -party claims relating to this Agreement. CITY shall be allowed to recover from CONTRACTOR, and CONTRACTOR shall pay on demand, all costs of notification.

34. TITLE TO DOCUMENTS . All documents, plans, and drawings, maps, photographs, and other papers, or copies thereof prepared by CONTRACTOR pursuant to the terms of this Agreement, shall, upon preparation, become CITY property.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date first written above.
"CITY" “CONTRACTOR”
CITY OF BAKERSFIELD Hewlett-Packard Inc. dba HP INC.

By:________________________________ By:_________________________________ KAREN GOH Print Name:

Mayor Title:

APPROVED AS TO CONTENT:

TECHNOLOGY SERVICES DEPARTMENT
By:_______________________________

GREGORY PRONOVOST
Technology Services Director
APPROVED AS TO FORM: COUNTERSIGNED:

City Attorney:_____________________ Finance Director: _____________________

ASHLEY ZAMBRANO RANDY MCKEEGAN
Insurance:____________
Attachment(s): Exhibit A – HP Maintenance Services and Support Schedule – Managed Cartridge Billing dated 10/30/2025
Exhibit B – HP NASPO Master Agreement
Docusign Envelope ID: E0CEF07E-BE36-4B21-B6FE-85EB4591C1F1 Subbaraman Krishnan
Sr Director

HP MAINTENANCE SERVICES AND SUPPORT SCHEDULE – 2 10/30/2025 MANAGED CARTRIDGE BILLING OPD-0004859265
Revised 2-8-2022 Page 1 of 9
This Maintenance Services and Support Schedule (“Schedule”) defines the activities to be provided by the HP entity named below (“HP”) to the customer named below (“Customer”) and applies to Customer’s purchases of and HP’s provision of maintenance services under HP’s Managed Cartridge Billing (“MCB”) method (the “Services”). This Schedule describes the Statement of Work for the delivered Services, along with the NASPO ValuePoint Master Agreement Terms and Conditions for Copiers and Managed Print Services number 187822 and California Participating Addendum number 7-24-70-46-02, which collectively constitute the agreement (“Agreement”) between the parties. This Agreement is not effective until signed by Customer and accepted by HP, as specified below (“Effective Date”).

The Parties agree that this Agreement and any Change Order or other ancillary agreement can be completed and executed with electronic signatures or as otherwise required by law. Capitalized terms not defined herein are defined in the Agreement. In case of conflicts between terms of this Schedule and the Agreement, the provisions of the Agreement shall prevail to the extent of the conflict. HP and Customer may be individually referred to as “Party,” and collectively as the “Parties.”

1. TERM: _60_ MONTHS

2. GENERAL DEFINITIONS
 Support Programs: (“PROG”).
 Maintenance Services and Support (“MSS”): Full MSS – Includes toner and ink cartridges, maintenance kits, parts, and repairs.
 Essential Support (“ES”): Toner Only – Includes toner and ink cartridges drop shipped to Customer’s dock. Maintenance kits, parts, and repairs available on a Time and Materials (“T&M”) invoice.

H P W I L L P R O V I D E S U P P O R T W H I C H I N C L U D E S T H E F O L L O W I N G :

3. PRICING SCHEDULE
S U P P O R T R A T E S F O R T H E V A R I O U S D E V I C E S A R E A S F O L L O W S :

M O D E L T Y P E S K U Y I E L D R A T E C A R T R I D G E * P R O G .

HP E5700 Black W2130Y 18000 $0.0219 $394.20 MSS
HP E5700 Color
W2131X,
W2132X,
W2133X
12000 $0.0860 $344.00 MSS
HP M283 Black W2110A 3150 $0.0327 $103.01 MSS
HP M283 Color
W2111A,
W2112A,
W2113A
2450 $0.1366 $111.60 MSS
HP M452 Black CF410XC 6500 $0.0235 $152.75 MSS
HP M452 Color
CF411XC,
CF412XC,
CF413XC
5000 $0.0951 $158.53 MSS
HP M454 Black W2020XC 7500 $0.0235 $176.25 MSS
HP M454 Color
W2021XC,
W2022XC,
W2023XC
6000 $0.0951 $190.20 MSS
HP M477 Black CF410XC 6500 $0.0222 $144.30 MSS
HP M477 Color
CF411XC,
CF412XC,
CF413XC
5000 $0.0949 $158.20 MSS
HP M480 Black W2020XC 7500 $0.0266 $199.50 MSS
Toner and Ink Cartridges Repair Services for devices in MSS Program Strategic Business Reviews Maintenance Items for MSS Program Cleanings at Every Technician Visit Assigned Account Manager Toner and Ink Cartridge Disposal Phone and Online Support for MSS Program Remote Monitoring Software Location Specific Response Times Enhanced Account Manager

EXHIBIT A
Docusign Envelope ID: E0CEF07E-BE36-4B21-B6FE-85EB4591C1F1 HP MAINTENANCE SERVICES AND SUPPORT SCHEDULE – 2 10/30/2025 MANAGED CARTRIDGE BILLING OPD-0004859265
Revised 2-8-2022 Page 2 of 9
HP M480 Color
W2021XC,
W2022XC,
W2023XC
6000 $0.1077 $215.40 MSS
HP M553 Black CF360X 12500 $0.0170 $212.50 MSS
HP M553 Color
CF361X,
CF362X,
CF363X
9500 $0.0721 $228.34 MSS
HP M554 Black W2120X 13000 $0.0257 $334.10 MSS
HP M554 Color
W2121X,
W2122X,
W2123X
10000 $0.1019 $339.73 MSS
HP M555 Black W2120X 13000 $0.0257 $334.10 MSS
HP M555 Color
W2121X,
W2122X,
W2123X
10000 $0.1019 $339.73 MSS
HP M577 Black CF360X 12500 $0.0223 $278.75 MSS
HP M577 Color
CF361X,
CF362X,
CF363X
9500 $0.0804 $254.63 MSS
HP M578 Black W2120X 13000 $0.0223 $289.90 MSS
HP M578 Color
W2121X,
W2122X,
W2123X
10000 $0.0804 $268.05 MSS
HP M653 Black CF460X 27000 $0.0153 $413.10 MSS
HP M653 Color
CF461X,
CF462X,
CF463X
22000 $0.0641 $470.11 MSS
HP M681 Black CF470X 28000 $0.0150 $420.00 MSS
HP M681 Color
CF471X,
CF472X,
CF473X
23000 $0.0583 $446.99 MSS
HP M750 Black CE270A 13500 $0.0245 $330.75 MSS
HP M750 Color
CE271A,
CE272A,
CE273A
15000 $0.0837 $418.50 MSS
HP M775 Black CE340A 13500 $0.0222 $299.70 MSS
HP M775 Color
CE341A,
CE342A,
CE343A
16000 $0.0866 $461.92 MSS
HP M776 Black W2010X 34000 $0.0283 $962.20 MSS
HP M776 Color
W2011X,
W2012X,
W2013X
29000 $0.0895 $865.20 MSS
HP PWE 586 Black L0R12A 11000 $0.0136 $149.60 MSS
HP PWE 586 Color
L0R09A,
L0R11A,
L0R10A
22200 $0.0427 $315.98 MSS
HP PWP 477 Black F6T84AN 10000 $0.0148 $148.00 MSS
HP PWP 477 Color
L0R98AN,
L0S04AN,
L0S01AN
7000 $0.0615 $143.54 MSS
HP PWP 779 Black M0K01AN 20000 $0.0061 $122.00 MSS

EXHIBIT A
Docusign Envelope ID: E0CEF07E-BE36-4B21-B6FE-85EB4591C1F1 HP MAINTENANCE SERVICES AND SUPPORT SCHEDULE – 2 10/30/2025 MANAGED CARTRIDGE BILLING OPD-0004859265
Revised 2-8-2022 Page 3 of 9
HP PWP 779 Color
M0J89AN,
M0J97AN,
M0J93AN
16000 $0.0321 $171.22 MSS
HP M402 Mono CF226X 9000 $0.0198 $178.20 MSS
HP M404 Mono CF258X 10000 $0.0198 $198.00 MSS
HP M430 Mono CF258X 10000 $0.0198 $198.00 MSS
HP M604 Mono CF281A 10500 $0.0187 $196.35 MSS
HP M607 Mono CF237A 11000 $0.0216 $237.60 MSS
HP M610 Mono W1470A 10500 $0.0222 $233.10 MSS
HP M630 Mono CF281X 25000 $0.0131 $327.50 MSS
HP M632 Mono CF237X 41000 $0.0131 $537.10 MSS
HP M635 Mono W1470Y 42000 $0.0143 $600.60 MSS
HP M712 Mono CF214X 17500 $0.0142 $248.50 MSS
HP Pro 3001 Mono #N/A #N/A $0.0485 $194.00 MSS
HP M177 Black CF350A 1300 $0.0379 $49.27 ES
HP M177 Color
CF351A,
CF352A,
CF353A
1000 $0.2101 $70.17 ES
HP M551 Black CE400X 11400 $0.0130 $148.20 ES
HP M551 Color
CE401A,
CE402A,
CE403A
7800 $0.0715 $185.90 ES
HP M570 Black CE400X 11400 $0.0123 $140.22 ES
HP M570 Color
CE401A,
CE402A,
CE403A
7800 $0.1225 $318.50 ES
HP M680 Black CF320X 21000 $0.0072 $151.20 ES
HP M680 Color
CF321A,
CF322A,
CF323A
16500 $0.0542 $298.10 ES
HP M521 Mono CE255X 12500 $0.0160 $200.00 ES
HP M525 Mono CE255X 12500 $0.0160 $200.00 ES
HP P3015 Mono CE255X 12500 $0.0160 $200.00 ES
* If HP ships a cartridge other than the SKU listed above, the cartridge price will be calculated as the rate x yield of that shipped cartridge.

4. SERVICE REQUESTS
Service requests can be made twenty-four (24) hours a day, seven (7) days a week by calling HP’s toll-free number (1-800-745-2025) and leaving a voice mail or through the online portal (www.hp.com/go/mpsservice). Upon receipt of any supplies provided by HP under this Schedule, Customer shall be responsible for their safekeeping and shall reimburse HP, at the then-current NASPO ValuePoint Master Agreement list price, for any supplies that are lost, stolen or damaged. Supplies provided by HP under this Schedule may only be used on devices covered under this Schedule. At the end of the Term, unused supplies provided by HP under this Schedule shall be returned to HP and are the property of HP at all times unless otherwise specified. HP encourages Customer to use HP’s free cartridge return program for empty laser and ink cartridge disposal. See www.hp.com/recycle for details. Except to the extent that a specific requirement is set out in this Schedule, HP will manage the method and provision of the support programs in its sole discretion.

5. SERVICE LEVEL DEFINITIONS
(a) MSS Response Times: HP offers two (2) standard and one (1) optional response times depending on locations:
 HP Advantage – Next Business Day Response, toner and ink drop ship.  HP Extended Reach – Depending on location, it may be greater than Next Business Day Response, toner, and ink dropship.
(b) MSS Response Times will only be measured during HP normal business hours and only apply to devices supported by the MSS program. Location specific MSS Response Times can be found in Exhibit A, attached hereto. All Response Times are determined by the ZIP codes listed in Exhibit A, therefore, if a location is listed with an incorrect ZIP code, then the Response Time may be incorrect and will be corrected by way of a Change Order.

6. ENHANCED ACCOUNT MANAGEMENT
HP will provide Customer with an Account Manager (“AM”) that will perform the following services for the Term of the Schedule: (1) Serve as the single point of contact responsible for the delivery of the Services, Customer relationship, Customer satisfaction, and manage escalated issues and corrective actions until resolution; (2) Assist with coordinating and managing Change Orders; (3) the fleet management analysis (fleet utilization), and (4) recommendations for optimization.

HP will perform all activities remotely.

8. TERM, TERMINATION & RENEWAL
The term of this Schedule will begin on the Schedule Effective Date and will continue for the Term indicated above. Rates listed in the Pricing Schedule above are fixed for the initial Term of this Schedule.

Customer may only terminate this Schedule in the event of HP’s uncured material breach of this Schedule. HP will have thirty (30) days from Customer’s written notice to cure such breach. If HP fails to cure such breach within the thirty (30) day period, this Schedule will terminate, with no Termination Fee, ninety (90) days after the written notice was received.

This Schedule may not be cancelled for convenience by Customer. In the event of any early termination of this Schedule by Customer for any reason other than HP’s material breach, HP, in its sole discretion, may assess and invoice Customer the number of impressions estimated to be remaining for the term of this Schedule based on the most recent historical impression counts (“Termination Fee”). Upon termination of this Schedule, Customer will pay HP for all Services performed, and all charges and expenses then due HP under this Schedule, including any applicable Termination Fee.

HP reserves the right to terminate this Schedule with thirty (30) days’ notice.

9. DEVICES COVERED UNDER THIS SCHEDULE
The impression rates listed in the Pricing Schedule above and the terms contained herein are offered based on supporting all eligible devices within Customer’s supportable locations listed in Exhibit A and Customer keeping the remote monitoring software active and reporting. All devices of a similar model/series must be enrolled in the support program and covered under this Schedule unless a specific written exception is granted. Devices can only be removed from the support program if they are taken out of service and permanently removed from a supportable location. Additional devices may be added at any time if HP currently provides support for that model/series.

Supportable devices that are added at a later date that are not currently included in the Pricing Schedule will be added at the then current rate. To add a device to or remove a device from the Schedule, Customer must submit an email request to HP at pmps- [email protected] using a form to be provided by HP. Such requests must be submitted by an account manager or executive employed by Customer, or an employee authorized by the account manager or executive. Devices must be in a working condition prior to being enrolled in this program. If a device to be added to this Schedule is not new, HP will determine if repairs are required to bring the device to a working condition. If repairs are required, HP will notify Customer and, with Customer’s approval, will provide those parts and repairs at HP’s standard parts and service rates, per the pricing in the NASPO ValuePoint Master Agreement. If a mono device to be enrolled is in a "toner low" or “ink low” condition, Customer will be invoiced 50% of the retail price of a new toner or ink cartridge. If a color device to be enrolled is in a "toner low" or “ink low” condition, Customer will not be invoiced for the first cartridge, but will be invoiced for additional cartridges at retail price. Customer agrees to follow correct device operation guidelines as specified by the manufacturer for all devices covered under this Schedule.

In the event that a device reaches defined end of service-life or if HP cannot acquire spare parts with commercially reasonable efforts, HP may terminate Services for the respective device and potentially all like devices.

10. HOURS OF SERVICE
HP’s normal business hours are Monday through Friday, 8:00 a.m. through 5:00 p.m., local time. HP does not provide Services during the following holidays:
 New Year’s Day
 Memorial Day
 Independence Day
 Labor Day
 Thanksgiving Day
 Christmas Day
HP does not provide office support, though does provide technician support, during the following holidays:
 Martin Luther King Day
 Presidents’ Day
 Juneteenth
 Friday following Thanksgiving
 Christmas Eve
 HP company-wide shut down from Christmas Day through New Year’s Day

11. PRICING
(a) This Agreement will be billed under the Managed Cartridge Billing method and in accordance with the NASPO ValuePoint Master Agreement. Managed Cartridge Billing method is defined as a billing option based on the toner or ink cartridges shipped to the Customer during the billing period. The pricing is based upon high-capacity contractual cartridges that are shipped when available (see SKU number in the Pricing Schedule above). Alternate cartridges (SKU numbers) may be used and will be billed accordingly. (b) MCB Method Price Calculation : MCB pricing is calculated by taking the Rate in the Pricing Schedule and multiplying it by the number of pages expected to print (“Yield”) according to the cartridge yield published in HP’s device/cartridge yield specifications.

All devices supported under this Schedule will be billed by this method.

12. DATA COLLECTION AGENT (“DCA”); AUTO TONER REPLENISHMENT (“ATR”) HP can assist Customer with the installation of an HP authorized remote monitoring software DCA. This DCA is not required. Customer acknowledges it has no ownership of software provided by HP, including the remote monitoring software. Subject to the terms of this Schedule and the Agreement, Customer agrees to allow HP the right to collect and use data through the remote monitoring software.

HP’s preferred method of supplies replenishment is ATR. The DCA reports and alerts HP when supplies are needed and initiates and fulfills an order for supplies. Those supplies are drop shipped to the Customer. Reporting and alerts are determined by the Customer’s printing history and require running the DCA for at least thirty (30) days before ATR is active. ATR can only be assigned to devices that are networked and reporting to the DCA. Local or non-networked devices will not have ATR.

If ATR is included, it requires the DCA to be installed and running. If the Customer chooses not to install the DCA or if the DCA is uninstalled, ATR is not available.

13. DEVICE OBSOLESCENCE
A manufacturer may choose to no longer support a device at which time replacement parts and/or supplies are no longer available for that device model/series, HP will make reasonable commercial efforts to continue to provide Service for the device, but HP reserves the right to discontinue providing Services on the respective device and potentially all like devices. If the respective device has been on contract for greater than three (3) months, then a standard credit will be provided towards the purchase of an HP printing device.

HP makes every attempt to identify those devices that are nearing the end of their supportable life. Such devices are described above in paragraph 6, End of Service Life. The standard credit described in the paragraph 6 does not apply to EOSL Device(s).

14. ITEMS NOT COVERED
The following items are not covered under the Services: paper, font cartridges, third-party SIMM or DIMMs, third-party accessories, and all external interface cards.

Special Note on Firmware Upgrades: HP will only perform Firmware Upgrades if the manufacturer has announced the Firmware Upgrade resolves a known service issue.

15. REMOVAL OF CONFIDENTIAL INFORMATION
If a hard drive fails, and HP determines that the device, which is still in its service life can no longer be repaired and must be replaced, HP will remove the hard drive from the defective device and leave it with Customer prior to removing the defective device from Customer’s premises. In the event that Customer requests that HP repair or replace a device or upon termination of the Schedule, HP will cleanse all hard drive data in accordance with NASPO ValuePoint Master Agreement §4.6.5.(Hard Drive Removal and Surrender). In any other instance when the hard drive needs to be replaced there may be a cost associated with the replacement drive, and pricing will be in accordance with the NASPO ValuePoint Master Agreement Price List.

16. SCHEDULE REVISIONS
If the assumptions and/or circumstances used to create the Pricing Schedule are found to be incorrect or misstated or to have substantially changed, then HP and Customer shall meet and in good faith negotiate equitable changes to the Schedule, which may include, but is not limited to, adjusting rates and/or service level commitments, in adherence with the NASPO ValuePoint Master Agreement. Any changes will only have effect for the future without any retroactive effect on any rates or charges that have already been invoiced. HP will not be liable for failure to meet any obligations in this Schedule to the extent such failure is due to delayed, false, or inaccurate information provided by Customer.

17. ASSIGNMENT
Neither this Schedule nor any right or obligation hereunder shall be assigned or delegated, in whole or part, by either Party without the prior written consent of the other Party, not to be unreasonably withheld.

18. PUBLICITY
HP may use Customer’s name and identification of this engagement in connection with general lists of customers and experience.

19. INVOICING
HP will invoice monthly in arrears, based on the impressions made during the previous month. Invoice terms are 30 days from HP’s invoice date.

20. CHANGE ORDERS
Both Parties agree to appoint a project representative to serve as the principal point of contact in managing the delivery of services and in dealing with issues that may arise. Requests to add additional service locations or modify current service locations will require a Change Order signed by both Parties. Additional models/series of devices not currently priced on the Order will be added at the then-current rates, per the NASPO ValuePoint Master Agreement Price List.

21. PRICES AND TAXES
Initial prices will be as quoted in writing by HP. Prices are exclusive of taxes, duties, and fees (including installation) unless otherwise quoted. If a withholding tax is required by law, please contact the HP order representative to discuss appropriate procedures.

22. DISPUTE RESOLUTION
Any disputed matter under this Agreement will be referred to the parties’ Project Managers, except for HP’s right to terminate for Customer’s failure to pay and except with respect to each party’s right to pursue equitable remedies. If the Project Managers are unable to resolve the disputed matter within 2 weeks, the matter will be escalated to the parties’ sponsoring executives. If these representatives fail to reach a mutual resolution within the following 2 weeks, or such other period as may be agreed to by the parties, the matter will be referred to the managers of such sponsoring executives. HP may suspend performance of services under this Agreement to the extent a disputed matter (including without limitation, a force majeure event or unfulfilled dependency) is not resolved within 60 days of the commencement of this dispute resolution process.
[SIGNATURE PAGE FOLLOWS.]

EXHIBIT A
Docusign Envelope ID: E0CEF07E-BE36-4B21-B6FE-85EB4591C1F1 HP MAINTENANCE SERVICES AND SUPPORT SCHEDULE – 2 10/30/2025 MANAGED CARTRIDGE BILLING OPD-0004859265
Revised 2-8-2022 Page 7 of 9
HP and Customer agree by application of their duly authorized representative’s respective signatures below that this Schedule should become effective as of the Schedule Effective Date. Customer also warrants that signature of this Schedule authorizes HP to provide the Services and that Customer will pay for all Services provided under this Schedule. This Schedule must be signed within ninety (90) days from the date listed in the header of this Schedule. The Parties also agree that this Schedule and any subsequent amendments or change orders are binding upon HP and Customer.

SCHEDULE EFFECTIVE DATE:

HP INC. CITY OF BAKERSFIELD
Signature: Signature:

Printed Name: Printed Name:

Title: Title:

Date: Date:

Address: 11311 Chinden Blvd.

MS 335
Boise, ID 83714
Address: 1600 Truxtun Avenue
Bakersfield, CA 93301
Contact Name: Andy Moore Contact Name:

Contact Email: [email protected] Contact Email:

Contact Phone: +1 208-599-0036 Contact Phone:

EXHIBIT A
Docusign Envelope ID: E0CEF07E-BE36-4B21-B6FE-85EB4591C1F1 HP MAINTENANCE SERVICES AND SUPPORT SCHEDULE – 2 10/30/2025 MANAGED CARTRIDGE BILLING OPD-0004859265
Revised 2-8-2022 Page 8 of 9
EXHIBIT A: SLAs by LOCATION
Address City State ZIP Response Time
1000 Buena Vista Rd Bakersfield CA 93311 HP Advantage
1001 Truxtun Ave Bakersfield CA 93301 HP Advantage
106 E White Ln Bakersfield CA 93307 HP Advantage
12100 Alfed Harrell Highway Bakersfield CA 93306 HP Advantage 127 E Brundage Ln Bakersfield CA 93304 HP Advantage
130 Bernard St Bakersfield CA 93305 HP Advantage
1301 Buena Vista Rd Bakersfield CA 93311 HP Advantage
13325 Q St Bakersfield CA 93301 HP Advantage
1501 Truxtun Ave Bakersfield CA 93301 HP Advantage
1600 Truxtun Ave Bakersfield CA 93301 HP Advantage
1601 Truxtun Ave Bakersfield CA 93301 HP Advantage
1715 Chester Ave Bakersfield CA 93301 HP Advantage
201 S Mt. Vernon Ave Bakersfield CA 93307 HP Advantage
2101 H St Bakersfield CA 93301 HP Advantage
2213 University Ave Bakersfield CA 93305 HP Advantage
2601 S Mt Vernon Rd Bakersfield CA 93307 HP Advantage
3298 E Planz Rd Bakersfield CA 93307 HP Advantage
3400 Palm St Bakersfield CA 93309 HP Advantage
3737 Stockdale Highway Bakersfield CA 93309 HP Advantage 4030 Soranno Ave Bakersfield CA 93309 HP Advantage
4101 Truxtun Ave Bakersfield CA 93309 HP Advantage
4550 California Bakersfield CA 93309 HP Advantage
4646 California Bakersfield CA 93309 HP Advantage
4900 Poppyseed St Bakersfield CA 93313 HP Advantage
515 Truxtun Ave Bakersfield CA 93301 HP Advantage
5815 Mountain Vista Dr Bakersfield CA 93311 HP Advantage 6900 Mc Cutchen Rd Bakersfield CA 93313 HP Advantage
7000 Stockdale Highway Bakersfield CA 93309 HP Advantage 716 E 21st St Bakersfield CA 93305 HP Advantage
7912 Westwold Dr Bakersfield CA 93309 HP Advantage

EXHIBIT A
Docusign Envelope ID: E0CEF07E-BE36-4B21-B6FE-85EB4591C1F1 HP MAINTENANCE SERVICES AND SUPPORT SCHEDULE – 2 10/30/2025 MANAGED CARTRIDGE BILLING OPD-0004859265
Revised 2-8-2022 Page 9 of 9
Special Note for Devices Supported under the ES Program. The Response Times listed below do not apply to those devices supported under the ES program. HP will drop ship toner and ink cartridges via a common carrier to a Customer’s location in a timely manner and as requested by the Customer.

All Response Times are determined by the ZIP codes listed above, therefore, if a location is listed with an incorrect ZIP code, then the Response Time may be incorrect and will be corrected by way of a Change Order.

EXHIBIT A
Docusign Envelope ID: E0CEF07E-BE36-4B21-B6FE-85EB4591C1F1

EXHIBIT B
Docusign Envelope ID: E0CEF07E-BE36-4B21-B6FE-85EB4591C1F1 RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 2

Contents
MASTER AGREEMENT TERMS AND CONDITIONS ............................................................................. 3 I. Definitions ............................................................................................................................... 3 II. Parties and Term of the Master Agreement ............................................................................ 7 III. Order of Precedence ............................................................................................................... 8 IV. Participants and Scope ........................................................................................................... 8 V. NASPO ValuePoint Provisions .............................................................................................. 10 VI. Pricing, Payment & Leasing .................................................................................................. 12 VII. Ordering ................................................................................................................................ 14 VIII. Shipping and Delivery ........................................................................................................... 16 IX. Inspection and Acceptance ................................................................................................... 17 X. Warranty ................................................................................................................................ 19 XI. Equipment Title ..................................................................................................................... 20 XII. Indemnification ...................................................................................................................... 21 XIII. Insurance .............................................................................................................................. 22 XIV. General Provisions ................................................................................................................ 24 SIGNATURE PAGE ............................................................................................................................... 30 EXHIBIT A – STATEMENT OF WORK .................................................................................................. 31 I. Product Overview .................................................................................................................. 31 II. Master Agreement Deliverables ............................................................................................ 32 III. Purchase and Lease Programs ............................................................................................. 42 IV. Contractor Responsibilities and Tasks .................................................................................. 48 EXHIBIT B – SAMPLE D&A CERTIFICATE .......................................................................................... 57 EXHIBIT C – AUTHORIZED DEALER FORM ....................................................................................... 58 EXHIBIT D – AUTHORIZED DEALERS BY STATE .............................................................................. 59 ATTACHMENT 1 – HPFS MASTER FMV LEASE AGREEMENT ......................................................... 60 ATTACHMENT 2 – HPFS MASTER LEASE PURCHASE AGREEMENT ............................................. 72 ATTACHMENT 3 – HP MAINTENANCE SERVICES COST PER COPY TEMPLATE .......................... 85 ATTACHMENT 4 – HP MPS SOW TEMPLATE .................................................................................... 94 ATTACHMENT 5 – HP MANAGED SUPPLIES DELIVERY AGREEMENT SOW ................................. 95 ATTACHMENT 6 – HP MAINTENANCE SERVICES MANAGED CARTRIDGE BILLING TEMPLATE. 96 ATTACHMENT 7 – HP STATE AND LOCAL GOVERNMENT AND EDUCATION CUSTOMER RETURN POLICY FOR DROP-SHIP EQUIPMENT ............................................................................ 104

DocuSign Envelope ID: 89386442-81F6-451D-BCAF-EBAEC48ECDCF Docusign Envelope ID: E0CEF07E-BE36-4B21-B6FE-85EB4591C1F1 RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 3

MASTER AGREEMENT TERMS AND CONDITIONS

I. Definitions

1.1 A3 MFD - A Multi-function Device which is designed to handle letter, legal, ledger and some smaller paper sizes, such as postcards and envelopes.

1.2 A4 MFD – A Multi-function Device which is designed to handle letter, legal and some smaller paper sizes, such as postcards and envelopes. Ledger size paper is NOT an option on this Device.

1.3 Acceptance - A written notice from a Purchasing Entity to Contracto r advising Contractor that the Device has passed its Acceptance Testing. Acceptance of a Product for which Acceptance Testing is not required shall occur following the completion of delivery, installation, if required, and a reasonable ti me for inspection of the Product, unless the Purchasing Entity provides a written notice of rejection to Contractor, as set forth in Section IX of this Master Agreement.

1.4 Accessory – A compatible item that is added to the Base Unit to enhance its capabiliti es and functions.

1.5 Attachment – Contractor’s Supplemental Documents which consist of the following:

1.5.1 Attachment 1 – HPFS Master FMV Lease Agreement

1.5.2 Attachment 2 – HPFS Master Lease Purchase Agreement

1.5.3 Attachment 3 – HP Maintenance Services Cost Per Copy Template

1.5.4 Attachment 4 – HP MPS SOW Template

1.5.5 Attachment 5 – HP Managed Supplies Delivery Agreement SOW Template

1.5.6 Attachment 6 – HP Maintenance Services Managed Cartridge Billing Template

1.5.7 Attachment 7 – HP State and Local Government and Education Customer Return Policy for Drop-Ship Equipment

1.6 Authorized Dealer – The Manufacturer’s authorized sales and Service center (also known as a Dealer, Distributor, or Partner) that must be certified by the Manufacturer to sell the Manufacturer’s Products, and perform machine installation and maintenance on Devices offered by the Manufacturer. A Purchasing Entity must be able to, at a minimum, visit the sales and service center to view and test Device.

1.7 Base Unit - The copier, printer, Scanner, Large/Wide Format and Production Devices that include all standard Accessories and parts and excludes optional Accessories and/or software.

1.8 Blended Rate - A rate that is derived by taking the b&w and color cost per click rates on one or more Devices and calculating one rate that a customer will be billed for all copies, regardless of Device type and b&w or color output. Allows for simplicity when billing copies run.

1.9 Bronze Standard - Devices which meet less than 50% of the 28 optional EPEAT criteria.

1.10 Business Day – Any day other than Saturday, Sunday, or a legal holiday.

1.11 Buyout to Keep - The early termination option on an FMV or Capital Lease that involves the acquisition of the Device by the Purchasing Entity, and consists of any current and past due amount, plus the remaining stream of Device Payments. An FMV Lease also includes DocuSign Envelope ID: 89386442-81F6-451D-BCAF-EBAEC48ECDCF Docusign Envelope ID: E0CEF07E-BE36-4B21-B6FE-85EB4591C1F1 RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 4

a discounted residual value in the Buyout to Keep amount.

1.12 Buyout to Return - The early termination option on an FMV, Capital or Straight Lease that involves the return of the Device by the Purchasing Entity to Contractor, in good working condition (ordinary wear and tea r excepted), and consists of any current and past due amounts, plus the remaining stream of Device Payments.

1.13 Capital Lease - For the purposes of this Master Agreement, a Capital Lease shall also be referred to as a $1 Buyout Lease and title of the Device w ill automatically pass from the Contractor to the Purchasing Entity at the end of the Initial Lease Term, and the Purchasing Entity will not be subject to additional payments in order to assume ownership. However, it will be at the discretion of the Partic ipating State or Entity as to whether other criteria will also be considered, such as a bargain purchase option, a lease term longer than 75% of the estimated economic life of the Device, or the present value of the lease payments is greater than 90% of the fair market value of the Device at the beginning of the Initial Lease Term, or any other legal requirements relating to a Capital Lease.

1.14 Ceiling Pricing - Pricing that is established as a “not -to-exceed” amount; the maximum price Contractor may charge for Products, Services, and Supplies.

1.15 Contractor - A party to this Master Agreement, whether a person or entity , that delivers goods or performs services under the terms set forth in this Master Agreement.

1.16 Coterminous - Two or more leases that end at the same time. The original lease payment is modified to reflect the addition of a new Device or Accessory. The original term of the lease is not modified as a result of a Coterminous addition.

1.17 Deliverable - A Product, Service, solution, result, labor, or other effort being sought through this RFP.

1.18 Device - The Base Unit, either with or without optional Accessories and/or software. May also be referred to as “Equipment.”

1.19 Device Downtime - The period of time that a Device is not operational and is waiting for Service to be completed.

1.20 Device Payment - The Device portion of the payment, less any Service, Supplies, and maintenance.

1.21 Device Trade -In - An agreed upon transaction between the Purchasing Entity and Contractor, in which Contractor takes ow nership of Purchasing Entity’s owned Device, often for a discounted amount.

1.22 Device Upgrade or Downgrade - A replacement of the Purchasing Entity’s existing leased Device, with a different Device, of either greater or les ser value. A new lease is then originated for the new Device, wit h the remaining lease payments on the old Device wrapped into it. The old lease is closed out, and the Device is returned to Contractor.

1.23 Electronic Product Environmental Assessment Tool (EPEAT) - A tool which evaluates and selects Device according to a list of preferred environmental attributes. EPEAT registered means Devices meet the 1680.2 IEEE Standard for Environmental Assessment of Imaging Device, as amended.

1.24 Embedded Software - One or more software applications which permanently reside on a computing Device.

1.25 Energy Star - The U.S. Environmental Protection Agency’s standard for energy efficiency.

1.26 Fair Market Value (FMV) Lease - A lease in which the Purchasing Entity can either 1) DocuSign Envelope ID: 89386442-81F6-451D-BCAF-EBAEC48ECDCF Docusign Envelope ID: E0CEF07E-BE36-4B21-B6FE-85EB4591C1F1 RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 5

Take title to the Device at the end of the Initial Lease Term by paying the residual value to Contractor, 2) Enter into a Renewal Term for the Device, or 3) Return the Device to Contractor at the end of the Initial Lease Term.

1.27 Free on Board (FOB) Destination - Contractor is responsible for tran sportation and handling charges and the sale does not occur until the Products arrive at the Purchasing Entity’s specified location.

1.28 Group - The classification for the different types of Devices solicited in this RFP. Groups are determined by the Devices primary functions and/or capabilities.

1.29 Initial Lease Term - The length of time (i.e. 12, 18, 24, 36, 48, 60, 72, 84, 96, 108 or 120 months) that a Purchasing Entity enters into a lease agreement.

1.30 Intellectual Property - Any and all patents, copyrights, serv ice marks, trademarks, trade secrets, trade names, patentable inventions, or other similar proprietary rights, in tangible or intangible form, and all rights, title, and interest therein.

1.31 Large/Wide Format Equipment - A Device that prints on a large paper via a variety of output options.

1.32 Lead State - The State centrally administering any resulting Master Agreement(s) who is a party to this Master Agreement.

1.33 Legacy Device – A Device that was purchased or leased either under a prior NASPO ValuePoint or WSCA Master Agreement, another program, or via any other means.

1.34 Maintenance Agreement - An agreement in which the Contractor provides monthly Service, parts, Supplies, and Preventative Maintenance on purchased or leased Devices.

1.35 Managed Print Services (MPS) - The management, service, and support of the Purchasing Entity’s entire enterprise and output infrastructure of printed materials, with the objective of creating a solution that improves the print process and reduces the expense of printed material.

1.36 Manufacturer - A company that, as its primary business function, designs, assembles, and owns the trademark/patent and markets a Device. Also referred to as Contractor.

1.37 Manufacturer’s Suggested Retail Price (MSRP) - The list price or recommended retail price of a Product in which the Manufacturer recommends that the retailer sell the Product.

1.38 Master Agreement - The underlying agreement executed by and between the Lead State, acting in cooperation with NASPO ValuePoint, and the Contractor, as now or hereafter amended.

1.39 Multi-function Device (MFD) - A Device which incorporates the functionality of multiple Devices into one, such as print, fax, copy and scan. Each feature can work independently of the other.

1.40 NASPO ValuePoint - A division of the National Association of State Procurement Officials (“NASPO”), a 501(c)(3) corporation. NASPO ValuePoint facilitates administration of the NASPO cooperative group contracting consortium of state chief procurement officials for the benefit of state departments, institutions, agencies, and political subdivisions and other eligible entities (i.e., colleges, school districts, counties, cities, some nonprofit organizations, etc.) for all states, the District of Columbia, and territories of the United States. NASPO ValuePoint is identified in the Master Agreement as the recipient of reports and may perform contract administration functions relating to collecting and receiving reports, as well as other contract administration functions as assigned by the Lead State.

1.41 Newly Manufactured - Devices that have not been Refurbished, Remanufactured, rented, leased, sold, or used in a demonstration, and are currently being marketed by the Manufacturer.

1.42 Normal Business Hours – Defined as the hours between 8AM and 5PM, Monday through Friday, holidays excluded.

1.43 Not Specifically Priced (NSP) - NSP items enhance or compliment the Device but are not listed in the Master Agreement Price List(s). NSP’s may include Coin -Op equipment, empowering software etc.

1.44 OEM – The Original Equipment Manufacturer.

1.45 Order - Any type of encumbrance document or commitment voucher, including, but not limited to, a purchase order, contract, MPS agreement/statement of work, Maintenance Agreement (i.e. maintenance services and support sc hedule), lease agreement etc. used by a Purchasing Entity to order the Products and Services.

1.46 Participating Addendum – A bilateral agreement executed by a Contractor and a Participating Entity incorporating this Master Agreement and any additional Participating Entity-specific language or other requirements ( e.g., ordering procedures specific to the Participating Entity, entity-specific terms and conditions, etc.).

1.47 Participating Entity - A state (as well as the Distric t of Columbia ), city, county, district, other political subdivision of a State, or a nonprofit organization under the laws of some states properly authorized to enter in to a Participating Addendum, that has executed a Participating Addendum.

1.48 Participating State - A state that has executed a Participating Addendum or has indicated an intent to execute a Participating Addendum.

1.49 Power Filter - An electronic filter which is placed between an external power line and a Device for the purpose of removing frequencies or electromagnetic interference.

1.50 Preventative Maintenance - The servicing of a Device for the purpose of maintaining a satisfactory operating condition by providing systematic inspection, detection, and correction of failures either before they occur or before they develop into major defects.

1.51 Private Label - Devices that are manufactured by one company and sold under a retailer’s brand name.

1.52 Product – Devices, Accessories, parts, software, and/or Supplies provided by Contractor pursuant to the Master Agreement.

1.53 Published Price – The price that is posted on the Manufacturer’s website or in their pricing literature (e.g. not the Master Agreement contract price).

1.54 Purchasing Entity - A state (as well as the District of Columbia), city, county, district, other political subdivision of a State, or a nonprofit organization under the laws of some states if authorized by a Participating Addendum, that issues a Purchase Order against the Master Agreement and becomes financially committed to the purchase.

1.55 Refurbished - A Device which has received extensive maintenance and/or minor repair, including the replacement of all standard parts subject to wear during the normal course of use. For the purpose of this RFP and resulting Master Agreement(s), Refurbished Device shall not have more than 750,000 original copies on it. In addition, Refurbished Device must only contain OEM parts. Refurbished Device must be certified by the Manufacturer.

1.56 Remanufactured - The process of disassembling Devices known to be worn or defective DocuSign Envelope ID: 89386442-81F6-451D-BCAF-EBAEC48ECDCF Docusign Envelope ID: E0CEF07E-BE36-4B21-B6FE-85EB4591C1F1 RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 7

that can be reused or brought up to OEM specification by cle aning, repairing or replacing it in a manufacturing environment and then reassembling and testing it, so that it will operate like a new Device. Remanufactured Device must be certified by the Manufacturer.

1.57 Renewal Term - A lease term that supersedes the In itial Lease Term, and which a Purchasing Entity may enter into upon thirty (30) days prior written notice to Contractor.

Each Renewal Term shall not exceed 12 months, the residual value of the Device, or the Useful Life of the Device. Capital Leases are excluded from going into renewal.

1.58 Response Time - The time from when the original Service Call is placed with the Contractor or Authorized Dealer, to when the Service technician arrives at the Purchasing Entity’s location.

1.59 Scanner - A Device that scans documents and converts it into digital data.

1.60 Segment - The various speeds that Devices are categorized by.

1.61 Services – The labor required to be performed by Contractor pursuant to the Master Agreement or an Order. Services may include, but are not limited to, ma intenance, MPS and software installation.

1.62 Service Base Location - The place of business where the Contractor or Authorized Dealer stores parts and provides training for service technicians.

1.63 Service Call - An on-site Service technician visit due to Device error or malfunction.

1.64 Single-function Printer - An inkjet or laser Device that only prints and is not capable of other functions such as copying, faxing or scanning.

1.65 Straight Lease - A type of agreement in which ownership is not an option and the Total Monthly Payment amount remains firm throughout the Initial Term.

1.66 Supplemental Documents – With the exception of software, end -user and click -wrap agreements, Contractor’s Supplemental Documents are the only authorized documents under this Master Agreement and are attached hereto as Attachments.

1.67 Supplies - Consumable items that gets used up or are discarded once used, such as ink cartridges.

1.68 Supporting Material – May include the following Contractor documents: Product lists, hardware of software specificatio ns, data sheets and their supplements, and published warranties. These documents may be available to Purchasing Entity in hard copy, or by accessing a designated website.

1.69 Third Party – A person or entity that may be directly involved, but is not a principa l to an arrangement, contract, deal, lawsuit, or transaction.

1.70 Total Monthly Payment - The Device portion of the payment, as well as any Service, Supplies or maintenance, and less any applicable taxes.

1.71 Useful Life - Period during which a Device is expected to be usable for the purpose in which it was manufactured.

II. Parties and Term of the Master Agreement

2.1 Parties. This Master Agreement is entered into by and between the State of Colorado, acting by and through the Department of Personnel & Administration, State Purchasing & Contracts Office (hereinafter called the “Lead State”), and HP Inc. (hereinafter called “Contractor”), for the procurement of A3 MFD’s, A4 MFD’s, Single-function Printers, Large/Wide Format Equipment, Scanners, Software, Consumable Supplies, Managed Print DocuSign Envelope ID: 89386442-81F6-451D-BCAF-EBAEC48ECDCF Docusign Envelope ID: E0CEF07E-BE36-4B21-B6FE-85EB4591C1F1 RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 8

Services, Software Related Services (including cloud-based offerings and web-based fleet management tools), and Specialty Printers as approved per this Master Agreement, for the benefit of Participating States, Entity’s, and Purchasi ng Entities. The Contractor and the Lead State agree to the terms and conditions contained herein.

2.2 Initial Term. The initial term of this Master Agreement is for two (2) years, with an effective date of August 1, 2024. The term of this Master Agreement may be amended beyond the initial term for up to three (3) consecutive one (1) year additional terms, upon the mutual agreement of the Lead State and Contractor, by written Amendment. The total duration of the Master Agreement, including any extensions, shall not exceed five (5) years.

2.3 Amendment Limitations. The terms of this Master Agreement will not be waived, altered, modified, supplemented, or amended in any manner whatsoever without prior written agreement of the Lead State and Contractor.

III. Order of Precedence

3.1 Order. This Master Agreement will consist of the following documents:

3.1.1 A Participating Entity’s Participating Addendum (“PA”);

3.1.2 NASPO ValuePoint Master Agreement, including all Exhibits;

3.1.3 An Order issued against the Master Agreement;

3.1.4 The Solicitation, RFP -NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions;

3.1.5 Contractor’s response to the Solicitation, as revised (if permitted) and accepted by the Lead State; and

3.1.6 Contractor’s Supplemental Documents, which are included as Attachments.

3.2 Conflict. These documents will be read to be consistent and complementary. Any conflict among these documents will be resolved by giving priority to these documents in the order listed above. Contractor terms and conditions that apply to this Master Agreement are only those that are expressly accepted by the Lead State and must be in writing and attached to this Master Agreement as an Exhibit or Attachment.

3.3 Participating Addenda. Participating Addenda will not be construed to diminish, modify, or otherwise derogate any provisions in thi s Master Agreement between the Lead State and Contractor. Participating Addenda will not include a term of agreement that exceeds the term of the Master Agreement, nor will it include Products and Services not awarded under the Master Agreement.

IV. Participants and Scope

4.1 Requirement for a Participating Addendum. Contractor may not deliver Products under this Master Agreement until a Participating Addendum acceptable to the Participating Entity and Contractor is executed.

4.2 Applicability of Master Agre ement. NASPO ValuePoint Master Agreement Terms and Conditions are applicable to any Order by a Participating Entity (and other Purchasing Entities covered by their Participating Addendum), except to the extent altered, modified, supplemented or amended by a Participating Addendum , subject to Section III . For the purposes of illustration and not limitation, this authority may apply to unique delivery and invoicing requirements, confidentiality requirements, defaults on Orders, governing law and DocuSign Envelope ID: 89386442-81F6-451D-BCAF-EBAEC48ECDCF Docusign Envelope ID: E0CEF07E-BE36-4B21-B6FE-85EB4591C1F1 RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 9

venue relatin g to Orders by a Participating Entity, indemnification, and insurance requirements. Statutory or constitutional requirements relating to availability of funds may require specific language in some Participating Addenda in order to comply with applicable law. The expectation is that these alterations, modifications, supplements, or amendments will be addressed in the Participating Addendum or, with the consent of the Purchasing Entity and Contractor, may be included in the ordering document ( e.g., purchase order or contract) used by the Purchasing Entity to place the Order.

4.3 Authorized Use. Use of specific NASPO ValuePoint Master Agreements by state agencies, political subdivisions and other Participating Entities is subject to applicable state law and the approval of the respective State Chief Procurement Official. Issues of interpretation and eligibility for participation are solely within the authority of the respective State Chief Procurement Official.

4.4 Obligated Entities. Obligations under this Master Ag reement are limited to those Participating Entities who have signed a Participating Addendum and Purchasing Entities within the scope of those Participating Addenda. States or other entities permitted to participate may use an informal competitive process to determine which Master Agreements to participate in through execution of a Participating Addendum. Participating Entities incur no financial obligations on behalf of other Purchasing Entities.

4.5 Notice of Participating Addendum. Contractor shall email a fully executed PDF copy of each Participating Addendum to [email protected] to support documentation of participation and posting in appropriate databases.

4.6 Eligibility for a Participating Addendum. Eligible entities who are not states may under some circumstances sign their own Participating Addendum, subject to the consent of the Chief Procurement Official of the state where the entity is located. Coordinate requests for such participation through NASPO V aluePoint. Any permission to participate through execution of a Participating Addendum is not a determination that procurement authority exists; the entity must ensure that they have the requisite procurement authority to execute a Participating Addendum.

4.7 Prohibition on Resale. Subject to any specific conditions included in the solicitation or Contractor’s proposal as accepted by the Lead State, or as explicitly permitted in a Participating Addendum, Purchasing Entities may not resell Products purchased under this Master Agreement. Absent any such condition or explicit permission, this limitation does not prohibit: payments by employees of a Purchasing Entity for Products; sales of Products to the general public as surplus property; and fees associated with inventory transactions with other governmental or nonprofit entities and consistent with a Purchasing Entity’s laws and regulations. Any sale or transfer permitted by this subsection must be consistent with license rights granted for use of intellectual property.

4.8 Individual Customers. Except as may otherwise be agreed to by the Purchasing Entity and Contractor, each Purchasing Entity shall follow the terms and conditions of the Master Agreement and applicable Participating Addendum and will have the same ri ghts and responsibilities for their purchases as the Lead State has in the Master Agreement and as the Participating Entity has in the Participating Addendum, including but not limited to any indemnity or right to recover any costs as such right is defined in the Master Agreement and applicable Participating Addendum for their purchases. Each Purchasing Entity will be responsible for its own charges, fees, and liabilities. The Contractor will apply the charges and invoice each Purchasing Entity individually.

4.9 Release of Information . Throughout the duration of this Master Agreement, Contractor must secure from the Lead State prior approval for the release of information that pertains to the potential work or activities covered by the Master Agreement. This limitation does not preclude publication about the award of the Master Agreement or marketing activities consistent with any proposed and accepted marketing plan.

4.10 No Representations. The Contractor shall not make any representations of NASPO ValuePoint, the Lead State, any Participa ting Entity, or any Purchasing Entity’s opinion or position as to the quality or effectiveness of the services that are the subject of this Master Agreement without prior written consent.

V. NASPO ValuePoint Provisions

5.1 Applicability. NASPO ValuePoint is not a party to the Master Agreement. The terms set forth in Section V are for the benefit of NASPO ValuePoint as a third -party beneficiary of this Master Agreement.

5.2 Administrative Fees

5.2.1 NASPO ValuePoint Fee. Contractor shall pay to NASPO ValuePoint, or its assignee, a NASPO ValuePoint Administrative Fee of one -quarter of one percent (0.25% or 0.0025) no later than sixty (60) days following the end of each calendar quarter. The NASPO ValuePoint Administrative F ee must be submitted quarterly and is based on all sales of products and services under the Master Agreement (less any charges for taxes or shipping). The NASPO ValuePoint Administrative Fee is not negotiable. This fee is to be included as part of the pric ing submitted with a vendor’s response to the Lead State’s solicitation.

5.2.1.1 Contractor shall report on all actual Equipment sales, and on actual Service and Supply sales for purchased and leased equipment.

5.2.2 State Imposed Fees. Some states may require an addit ional fee be paid by Contractor directly to the state on purchases made by Purchasing Entities within that state. For all such requests, the fee rate or amount, payment method , and schedule for such reports and payments will be incorporated into the applicable Participating Addendum. Unless agreed to in writing by the state, Contractor may not adjust the Master Agreement pricing to include the state fee for purchases made by Purchasing Entities within the jurisdiction of the state. No such agreement will affect the NASPO ValuePoint Administrative Fee percentage or the prices paid by Purchasing Entities outside the jurisdiction of the state requesting the additional fee.

5.3 NASPO ValuePoint Summary and Detailed Usage Reports

5.3.1 Sales Data Reporting. In accordance with this section, Contractor shall report to NASPO ValuePoint all Orders under this Master Agreement for which Contractor has invoiced the ordering entity or individual, inc luding Orders invoiced to Participating Entity or Purchasing Entity employees for personal use if such use is permitted by this Master Agreement and the applicable Participating Addendum (“Sales Data”). Timely and complete reporting of Sales Data is a mate rial requirement of this Master Agreement. Reporting requirements, including those related to the format, contents, frequency, or delivery of reports, may be updated by NASPO ValuePoint with reasonable notice to Contractor and without amendment to this Mas ter Agreement. NASPO ValuePoint shall have exclusive ownership of any media on which reports are submitted and shall have a perpetual, DocuSign Envelope ID: 89386442-81F6-451D-BCAF-EBAEC48ECDCF Docusign Envelope ID: E0CEF07E-BE36-4B21-B6FE-85EB4591C1F1 RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 11

irrevocable, non-exclusive, royalty free, and transferable right to display, modify, copy, and otherwise use reports, data, and information provided under this section.

5.3.2 Summary Sales Data. “Summary Sales Data ” is Sales Data reported as cumulative totals by state. Contractor shall, using the reporting tool or template provided by NASPO ValuePoint , report Summary Sales Data t o NASPO ValuePoint for each calendar quarter no later than thirty (30) days following the end of the quarter. If Contractor has no reportable Sales Data for the quarter, Contractor shall submit a zero-sales report.

5.3.3 Detailed Sales Data. “Detailed Sales Data ” is Sales Data that includes for each Order all information required by the Solicitation or by NASPO ValuePoint, including customer information, Order information, and line-item details. Contractor shall, using the reporting tool or template provided by N ASPO ValuePoint, report Detailed Sales Data to NASPO ValuePoint for each calendar quarter no later than thirty (30) days following the end of the quarter. Detailed Sales Data shall be reported in the format provided in the Solicitation or provided by NASPO ValuePoint. The total sales volume of reported Detailed Sales Data shall be consistent with the total sales volume of reported Summary Sales Data.

5.3.4 Sales Data Crosswalks . Upon request by NASPO ValuePoint , Contractor shall provide to NASPO ValuePoint tables of customer and Product information and specific attributes thereof for the purpose of standardizing and analyzing reported Sales Data (“Crosswalks”). Customer Crosswalks must include a list of existing and potential Purchasing Entities and identify for each the appropriate customer type as defined by NASPO ValuePoint. Product Crosswalks must include Contractor’s part number or SKU for e ach Product in Contractor’ s catalog and identify for each the appropriate Master Agreement category (and subcategory, if applicable), manufacturer part number, product description, eight -digit UNSPSC Class Level commodity code, and (if applicable) EPEAT value and Energy Star rating. Crosswalk requirements and fields may be updated by NASPO ValuePoint with reasonable notice to Contractor and without amendment to this Master Agreement. Contractor shall work in good faith with NASPO ValuePoint to keep Crosswalks updated as Contractor’s customer lists and product catalog change.

5.3.5 Executive Summary. Contractor shall , upon request by NASPO ValuePoint, provide NASPO ValuePoint with an executive summary that includes but is not limited to a list of states with an active Participating Addendum, states with which Contractor is in negotiations , a nd any Participating Addendum roll -out or implementation activities and issues. NASPO ValuePoint and Contractor will determine the format and content of the executive summary.

5.4 NASPO ValuePoint Cooperative Program Marketing, Training, and Performance Review

5.4.1 Staff Education. Contractor shall work cooperatively with NASPO ValuePoint personnel. Contractor shall present plans to NASPO ValuePoint for the education of Contractor’s contract administrator(s) and sales/marketing workforce regarding the Master Agreemen t contract, including the competitive nature of NASPO ValuePoint procurements, the master agreement and participating addendum process, and the manner in which eligible entities can participate in the Master Agreement.

5.4.2 Onboarding Plan. Upon request by NASP O ValuePoint, Contractor shall, as DocuSign Envelope ID: 89386442-81F6-451D-BCAF-EBAEC48ECDCF Docusign Envelope ID: E0CEF07E-BE36-4B21-B6FE-85EB4591C1F1 RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 12

Participating Addendums are executed, provide plans to launch the program for the Participating Entity. Plans will include time frames to launch the agreement and confirmation that the Contractor’s website has been updated to properly reflect the scope and terms of the Master Agreement as available to the Participating Entity and eligible Purchasing Entities.

5.4.3 Annual Contract Performance Review. Contractor shall participate in an annual contract performance review with the Lead State and NASPO ValuePoint, which may at the discretion of the Lead State be held in person and which may include a discussion of marketing action plans, target strategies, marketing mater ials, Contractor reporting, and timeliness of payment of administration fees.

5.4.4 Use of NASPO ValuePoint Logo. The NASPO ValuePoint logos may not be used by Contractor in sales and marketing until a separate logo use agreement is executed with NASPO ValuePoint.

5.4.5 Most Favored Customer. Contractor shall, within thirty (30) days of their effective date, notify the Lead State and NASPO ValuePoint of any contractual most - favored-customer provisions in third-party contracts or agreements that may affect the promotion of this Master Agreement or whose terms provide for adjustments to future rates or pricing based on rates, pricing in, or Orders from this Master Agreement. Upon request of the Lead State or NASPO ValuePoint, Contractor shall provide a copy of any such provisions.

5.5 Cancellation. In consultation with NASPO ValuePoint, the Lead State may, in its discretion, cancel the Master Agreement or not exercise an option to renew, when utilization of Contractor’s Master Agreement does not warrant further administration of the Master Agreement. The Lead State may also exercise its right to not renew the Master Agreement if the Contractor fails to record or report revenue for three consecutive quarters, upon 60 - calendar day written notice to the Contractor. Cancellation based on nonuse or under - utilization will not occur sooner than [two years] after execution of the Master Agreement.

This subsection does not limit the discretionary right of either the Lead State or Contractor to cancel the Master Agreement or terminate for default subject to the terms herein. This subsection also does not limit any right of the Lead State to cancel the Master Agreement under applicable laws.

5.6 Additional Agreement with NASPO. Upon request by NASPO ValuePoint, awarded Contractor shall enter into a direct contractual relationship with NASPO ValuePoint related to Contractor’s obligations to NASPO ValuePoint under the terms of the Master Agreement, the terms of which shall be the same or similar (and not less favorable) than the terms set forth in the Master Agreement.

VI. Pricing, Payment & Leasing

6.1 Pricing. The prices contained in this Master Agreement or offered under this Master Agreement represent the not-to-exceed (“celling”) price to any Purchasing Entity.

6.1.1 MSRP/List Price discount percentages must be guaranteed throughout the term of the Master Agreement, including any renewal terms, however; Contractor may increase its discount percentage at any time. The Lead State must be notified of any such discount percentage increase, and provided with a copy of the new Price List(s).

6.1.2 With the exception of Group C and Sub-Group C1 and C2 Devices, pricing must include all shipping, delivery, and installation costs associated with the Products.

Excess installation charg es however, may be billable. Refer to section IV.E.5 of Exhibit A, Statement of Work, for more information.

6.1.3 Price Lists received after the 1st day of the new quarter may not be approved for up to thirty (30) days following submission. In addition, errors i n Contractor Price Lists may delay the approval process further.

6.1.4 Contractor may update their lease rates once per quarter by providing the Lead State with documentation regarding said rate changes. Updates to lease rates will not be permitted until 8/1/2025.

6.1.5 Pricing shall remain firm during the first twelve (12) months of the Master Agreement (e.g. 8/1/2024 – 7/31/2025). Contractor may then update their pricing once per calendar year. All requested price increases must be sent to the Lead State and include documentation from Contractor which provides a detailed explanation for the increase. While there will not be any restrictions regarding direct and indirect cost increases, it will be at the Lead State’s sole discretion to determine if the requested increase has a direct correlation to the Deliverables being offered under the Master Agreement. Price increases shall be allowed for all Products and all Services, including rate and fee structures on maintenance plans.

6.1.6 All approved Price Lists will be submitted by the Lead State to NASPO ValuePoint.

Contractor shall then update all applicable websites with the new Price Lists after the NASPO ValuePoint website has been updated. Contractor is not permitted to send Price List updates directly to NASPO ValuePoint.

6.1.7 All inclusive Cost Per Copy (CPC) programs may be offered upon request by the Participating State or Entity, but pricing must not exceed Master Agreement pricing.

Contractor must provide the Participating State or Entity with their pricing breakdown which enables the Participating State or Entity to easily compare the pricing in the CPC structure against the pricing in the Master Agreement.

6.1.8 Contractor may offer state-wide promotional discounts, customer location specific discounts, bulk discounts, or spot discounts. Contractor must notify the Participating State or Entity of special state-wide promotional discounts.

6.1.9 No retroactive adjustments to prices or rates will be allowed.

6.2 Payment. Unless otherwise agreed upon in a Participating Addendum or Order, Payment after Acceptance will be made within thirty (30) days following the date the entire order is delivered or the date a correct invoice is received, whichever is later. After 45 days the Contractor may assess overdue account charges up to a maximum rate of one percent per month on the outstanding balance, unless a different late payment amount is specified in a Participating Addendum or Order, or otherwise prescribed by applicable law. Payments will be remitted in the manner specified in the Participating Addendum or Order. Payments may be made via a purchasing card at the time or Order placement with no additional charge.

For Products drop -shipped (a simple transactional purchase of ha rdware without installation, MPS or maintenance services), payments may be made via a purchasing card at the time of Order placement only. Contractor may suspend or cancel performance of open Orders or Services if a Purchasing Entity fails to make payments when due.

6.3 Leasing or Alternative Financing Methods. The procurement and other applicable laws of some Purchasing Entities may permit the use of leasing or alternative financing methods for the acquisition of Products under this Master Agreement. Exhibit A , Statement of Work, contains Leas ing provisions; however, it shall be at the discretion of each DocuSign Envelope ID: 89386442-81F6-451D-BCAF-EBAEC48ECDCF Docusign Envelope ID: E0CEF07E-BE36-4B21-B6FE-85EB4591C1F1 RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 14

Participating State or Entity to accept these terms, reject these terms, or further negotiat e the terms with the Contractor, as long as those negotiations don’ t fall outside the original scope of the RFP or the Master Agreement.

For example: The maximum lease term on Group A Devices is 60 months; Contractor is not permitted to offer a lease term in excess of this.

VII. Ordering

7.1 Order Numbers. Purchase O rder numbers must be clearly shown on all acknowledgments, packing slips, invoices, and on all correspondence.

7.2 Quotes. Purchasing Entities may define entity-specific or project-specific requirements and informally compete the requirement among companies having a Master Agreement on an “as needed” basis. This procedure may also be used when requirements are aggregated or other firm commitments may be made to achieve reductions in pricing. This procedure may be modified in Participating Addenda and adapted to the Purchasing Entity’s rules and policies. The Purchasing Entity may in its sole discretion determine which Master Agreement Contractors should be solicited for a quote. The Purchasing Entity may select the quote that it considers most advantageous, cost, and other factors considered.

7.3 Applicable Rules. Each Purchasing Entity will identify and utilize its own appropriate purchasing procedure and documentation. Contractor is expected to become familiar with the Purchasing Entities’ rules, policies, and p rocedures regarding the ordering of supplies and/or services contemplated by this Master Agreement.

7.4 Required Documentation. Contractor shall not begin work without a valid Purchase Order or other appropriate commitment document under the law of the Purchasing Entity.

7.5 Term of Purchase. Orders may be placed consistent with the terms of this Master Agreement and applicable Partic ipating Addendum during the term of the Master Agreement and Participating Addendum.

7.5.1 Orders must be placed pursuant to this Master Agreement prior to the termination date thereof, but may have a delivery date or performance period up to 120 days past the then-current termination date of this Master Agreement.

7.5.2 Notwithstanding the previous, Orders must also comply with the terms of the applicable Participating Addendum, which may further restrict the period during which Orders may be placed or delivered.

7.5.3 Financial obligations of Purchasing Entities payable after the current applicable fiscal year are contingent upon agency funds for that purpose being appropriated, budgeted, and otherwise made available.

7.5.4 Notwithstanding the expiration, cancellation or termination of this Master Agreement, Contractor shall perform in accordance with the terms of any Orders then outstanding at the time of such expiration or termination. Contractor shall not honor any Orders placed after the expiration, cancellation , or termination of this Master Agreement, or in any manner inconsistent with this Master Agreement’s terms.

7.5.5 Orders for any separate indefinite quantity, task order, or other form of indefinite delivery order arrangement priced against this Master Agreement may not be placed after the expiration or termination of this Master Agreement, notwithstanding the term of any such indefinite delivery order agreement.

7.6 Ordering and Invoicing Specifications . At the discretion of the Participating State or DocuSign Envelope ID: 89386442-81F6-451D-BCAF-EBAEC48ECDCF Docusign Envelope ID: E0CEF07E-BE36-4B21-B6FE-85EB4591C1F1 RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 15

Entity, all Orders pursuant to this Master Agreement, may contain the following:

7.6.1 Name of Purchasing Entity;

7.6.2 The name, phone number or email address, and address of Purchasing Entity representative;

7.6.3 Order date;

7.6.4 Description of the Product and/or Service ordered;

7.6.5 Model number;

7.6.6 Price;

7.6.7 The Master Agreement number; and

7.6.8 Any additional information required by the Participating State or Entity.

7.7 Contractor shall have the ability to accept procurement credit cards, and will not assess any additional charges or fees for processing payments via this method.

7.8 At the discretion of the Participating State or Entity, Contrac tor shall have the ability to provide a centralized billing option.

7.9 Authorized Dealers shall have the ability to invoice a Purchasing Entity directly, unless otherwise specified by a Participating State or Entity.

7.10 With the exception of drop -shipped items, Contractor and/or Authorized Dealers shall not issue an invoice until the Purchasing Entity has confirmed Acceptance, per Section IX.

7.11 Contractor and/or Authorized Dealers may charge the Purchasing Entity a re -stocking fee for any Products that are not acce pted. The amount of the fee shall be the lesser of 10% of the purchase price, or $200.00, unless otherwise specified in a Participating Addendum.

7.12 Contractor and/or Authorized Dealers may estimate meter reads if a Purchasing Entity fails to submit the required information within the specified time-frame.

7.13 All software Orders shall reference the Manufacturer’s most recent release or version of the Product, unless the Purchasing Entity specifically requests a different version.

7.14 Contractor, Third-Party leasing companies, and/or Authorized Dealers may bill property tax separately or as otherwise indicated in a Participating Addendum or an Order.

7.15 Contractor and/or Authorized Dealers shall have a process in place for resolving disputed invoices, including escalatio n procedures. In addition, Contractor and/or Authorized Dealers shall have a process in place for issuing refunds or credits due to invoicing errors, as well as over-payments and Product returns.

7.16 Internet-based Portal and Electronic Catalogs. If Contractor provides the ability to place an Order through an internet-based portal or electronic catalog, then Contractor shall maintain all necessary hardware, software, backup -capacity and network connections required to operate that internet-based portal or electronic catalog. In addition, Contractor shall adhere to the following requirements:

7.16.1 The internet -based portal or electronic catalog shall clearly designate that the Products are part of the NASPO ValuePoint Master Agreement, and shall link to the Participating State or Entity’s designated web location;

7.16.2 All Environmentally Preferable Products (EPP) shall be clearly listed; DocuSign Envelope ID: 89386442-81F6-451D-BCAF-EBAEC48ECDCF Docusign Envelope ID: E0CEF07E-BE36-4B21-B6FE-85EB4591C1F1 RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 16

7.16.3 If Contractor’s electronic catalog will either be hosted on or accessed through the Participating State’s eCommerce system, then Contractor shall comply with all policies, procedures and directions from the Participating State or Entity in relation to hosting its catalog on or making its catalog accessible through that system;

7.16.4 All information made available through the Participating State or Entity’s eCommerce system is accurate and complies with the Master Agreement and the Participating Addendum; and

7.16.5 Paper catalogs or other digital media catalogs must be supplied to the Participating State or Entity upon request.

7.17 Communication. All communications concerning administration of Orders placed must be furnished solely to the authorized purchasing agent within the Purchasing Entity’s purchasing office, or to such other individual identified in writing in the Order.

7.18 Substitutions. If an ordered Product is out-of-stock, Contractor shall notify the Purchasing Entity and request approval before substituting for the out -of-stock item. Contractor’s request to substitute shall explain how the substituted Product compares with the out -of- stock item. Any substitute Product offered must be on the Contractor’s Master Agreement Price List.

7.19 Contract Provisions for Orders Utilizing Federal Funds . Pursuant to Appendix II to 2 Code of Federal Regulations (CFR) Part 200, Contract Provisions for Non -Federal Entity Contracts Under Federal Awards, Orders funded with federal funds may have additional contractual requirements or certifications that must be satisfied at the time the Order is placed or upon delivery. These federal requirements may be proposed by Participating Entities in Participating Addenda and Purchasing Entities for incorporation in Orders placed under this Master Agreement.

7.20 Supplemental Documents . All Attachments to this Master Agreement have been reviewed and negotiated by the Lead State onl y to the extent that they comply with the terms and conditions of RFP -NP-23-001 as well as this Master Agreement. Participating States and Entities are still advised however, to review each Supplemental Document and negotiate the terms and conditions furth er with Contractor if necessary. It shall be at the discretion of Contractor and Purchasing Entity to determine which Supplemental Documents are appropriate for each Order type. With the exception of End User License Agreements (EULA’s), clickwrap agreemen ts, and any third party software agreements, which have not been reviewed or negotiated by the Lead State, nor are they attached to this Master Agreement, only the Supplemental Documents attached to this Master Agreement are permitted to be used for any Order placed.

VIII. Shipping and Delivery

8.1 Shipping Terms. All Products must be shipped F.O.B. destination, standard freight pre- paid by the Contractor, to the Purchasing Entity’s specified location, unless otherwise indicated in a Participating Addendum.

8.1.1 Notwithstanding the above, and subject to section 8. 5 and 8.6 below responsibility and liability for loss or damage will pass to the Purchasing Entity upon delivery of the Product, except as to latent defects, fraud, and Contractor’s warranty obligations.

8.2 Available Products . Devices that are in -stock or otherwise not subject to supply -chain shortages or issues, shall be delivered within thirty (30) calendar days after receipt of Order, unless otherwise specified by the Purchasing Entity.

8.3 Required Updates. Contractor shall provide a minimum of semi -monthly updates to the Purchasing Entity regarding the status of all Devices that are, or will be expected to go, on backorder.

8.4 Software Installation . Software related to the Device must be installed within five (5) Business Days of the Device installation, or as otherwise stated in an Order.

8.5 Delivery Days and Receiving Hours. All deliveries shall be made during Normal Business Hours, which may vary for each Purchasing Entity of each Participating State. The Purchasing Entity shall not be responsible for any additional charges should the Contractor fail to observe specific delivery days and receiving hours. The delivery days and delivery hours shall be established by each individual Purchasing Entity upon Order placement.

8.6 Inside Deliveries. All deliveries, with the exception of drop -shipped or desktop Devices, shall be made to the interior location specified by the Purchasing Entity. Specific delivery instructions will be noted on the Order. Any damage to the building interior, scratched walls, damage to the freight elevator, etc., will be the responsibility of the Contractor. If damage does occur, it is the responsibility of the Contractor to immediately notify the Purchasing Entity placing the Order.

8.7 Packaging. Products shall be packaged and labeled so as to satisfy all legal and commercial requirements applicable for use by any Purchasing Entity, and shall include, without limitation and if applicable, OSHA material safety data sheets, and shall conform to all statements made on the label. Packages that cannot be clearly identified may be refused and/or returned at no cost to the Purchasing Entity.

IX. Inspection and Acceptance

9.1 Laws and Regulations. Any and all Products offered and furnished must comply fully with all applicable Federal, State, and local laws and regulations.

9.2 Applicability. Unless otherwise sp ecified in the Participating Addendum, or ordering document, the terms of this Section IX will apply. This section is not intended to limit rights and remedies under the applicable commercial code.

9.3 With the exception of drop -shipped Devices, Purchasing Entity shall confirm delivery, installation and Acceptance of all Devices covered by each purchase or lease Order, by signing a Delivery and Acceptance Certificate (D&A), as referenced in Exhibit B, Sample D&A Certificate , which shows Acceptance of the Device(s) and allows Contractor to invoice for the Device(s).

9.4 Purchasing Entity agrees to sign and return the D&A to Contractor (which, at mutual agreement, may be done electronically) within five (5) Business Days after any Device is installed, or as otherwise stated in a Participating Addendum.

9.5 Failure to sign the D&A or reject the Device(s) within the foregoing five (5) day period shall be deemed as Acceptance by the Purchasing Entity; however, it does not relieve the Contractor of liability for material (nonconformity that substantially impairs value) defects subsequently revealed when Devices are put to use. Acceptance of such Devices may be revoked in accordance with the provisions of the applicable commercial code, and the Contractor shall be liable for any resulting expense incurred by the Purchasing Entity in relation to the preparation and shipping of Devices(s) rejected and returned, or for which Acceptance is revoked.

9.6 Inspection. All Devices are subject to inspection at reasonable times and places before DocuSign Envelope ID: 89386442-81F6-451D-BCAF-EBAEC48ECDCF Docusign Envelope ID: E0CEF07E-BE36-4B21-B6FE-85EB4591C1F1 RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 18

Acceptance. Contractor shall provide right of access to the Lead State, or to any other authorized agent or official of the Lead State or other Participating or Purchasing Entity, at reasonable times, to monitor and evaluate performance, compliance, and/or quality assurance requirements under this Master Agreement. Contractor agrees to permit duly authorized agents and employees of the Lead State or other Participating or Purchasing Entities to enter Contractor’s facilities for the purposes described in this section 9.6, during normal working hours with reasonable written notice , accompanied by duly authorized agents or employees of Contractor. The parties agree that Lead State or other Participating or Purchasing Entit ies will not be permitted access to any Contractor areas involved in research and development or that contain confidential, proprietary, trade secret documents/information, pro tected health information (PHI), or personally identifiable information (PII).

9.6.1 Devices that do not meet Contractor specifications may be rejected within the 5-day period specified in section 9.5. Failure to reject upon receipt, however, does not relieve the contractor of liability for material (nonconformity that substantial impairs value) latent or hidden defects subsequently revealed when goods are put to use.

9.6.2 Acceptance of such goods may be revoked in accordance with the provisions of the applicable commercial code, and the Contractor is liable for any resulting expense incurred by the Purchasing Entity related to the preparation and shipping of Device rejected and returned, or for which Acceptance is revoked.

9.7 Failure to Conform. If any services do not conform to contract requirements, the Purchasing Entity may require the Contractor to perform the services again in conformity with contract requirements, at no increase in Order amount. When de fects cannot be corrected by re -performance, the Purchasing Entity may require the Contractor to take necessary action to ensure that future performance conforms to contract requirements and reduce the contract price to reflect the reduced value of services performed.

9.8 Acceptance Testing. Purchasing Entity may establish a process, in keeping with industry standards, to ascertain whether the Device meets the standard of performance or specifications prior to Acceptance by the Purchasing Entity.

9.8.1 The Acceptance Testing period will be thirty (30) calendar days , unless otherwise specified, starting from the day after the Device is delivered or, if installed by Contractor, the day after the Device is installed and Contractor certifies that the Device is ready for Acceptance Testing.

9.8.2 If the Device does not meet the standard of performance or specifications during the initial period of Acceptance Testing, Purchasing Entity may, at its discretion, continue Acceptance Testing on a day -to-day basis until the standard o f performance is met.

9.8.3 Upon rejection, the Contractor will have fifteen (15) calendar days to cure. If after the cure period, the Device still has not met the standard of performance or specifications, the Purchasing Entity may, at its option: (a) declare Contractor to be in breach and terminate the Order; (b) demand replacement Device from Contractor at no additional cost to Purchasing Entity; or, (c) continue the cure period for an additional time period agreed upon by the Purchasing Entity and the Contractor.

9.8.4 Contractor shall pay all costs related to the preparation and shipping of Device returned pursuant to the section.

9.8.5 No Device will be deemed Accepted and no charges will be paid until the standard DocuSign Envelope ID: 89386442-81F6-451D-BCAF-EBAEC48ECDCF Docusign Envelope ID: E0CEF07E-BE36-4B21-B6FE-85EB4591C1F1 RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 19

of performance or specification is met.

X. Warranty

10.1 Applicability. Unless otherwise specified in the Master Agreement, Participating Addendum, or ordering document, the terms of this Section X will apply.

10.2 The warranty period shall begin upo n Acceptance of the Products , and shall be for a minimum of ninety (90) days for purchased and leased Devices. This warranty shall be extended to all Devices acquired under the Master Agreement, including Remanufactured and/or Refurbished Devices.

10.3 Devices that are sold under the resulting Master Agreement will come with t he standard features as published on the Manufacturers website, and will not deviate from the stated specifications.

10.4 Devices shall be in good working order, free from any defects in material and workmanship, and conform to Contractor specifications.

10.5 If defects are identified, per mutual agreement of Contractor and the Purchasing Entity, Contractor obligations shall be limited solely to the repair or replacement of Devices proven to be defective upon inspection.

10.6 Replacement of Devices shall be on a like -for-like basis and shall be at no cost to the Purchasing Entity.

10.7 Repair of defective parts and/or Devices shall be at no cost to the Purchasing Entity.

10.8 Upon significant failure of a Device, the warranty period shall commence again for a minimum of ninety (90) days. Significant failure shall be determined by the Participating State.

10.9 Contractor warranty, service, and maintenance obligations shall not apply if:

10.9.1 The Device is installed, wired, modified, altered, or serviced by anyone other than Contractor and/or their Authorized Dealer;

10.9.2 If a defective or non-authorized Accessory, Supply, software, or part is attached to, or used in the Device;

10.9.3 The Device is relocated to any place where Contractor Services are not available;

10.9.4 Improper use, site preparation, or site or environmental conditions or other non - compliance with applicable Supporting Material;

10.9.5 Improper system maintenance or calibration not performed by Contractor and/or their Authorized Dealer;

10.9.6 Failure or functional limitations of any non -Contractor softwar e or Product impacting systems receiving Contractor support or Service;

10.9.7 Malware (e.g. virus, worms, etc.) not introduced by Contractor and/or their Authorized Dealer; and

10.9.8 Abuse (meaning care less than a reasonable person would take in use of a similar asset), negligence (as this term is legally defined), accident (damage that is not inflicted on purpose and is not caused by the normal wear and tear in use of a DocuSign Envelope ID: 89386442-81F6-451D-BCAF-EBAEC48ECDCF Docusign Envelope ID: E0CEF07E-BE36-4B21-B6FE-85EB4591C1F1 RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 20

product), fire or water damage, electrical disturbances, damage that takes place in or related to the transportation of a Product by a Purchasing Entity, or other causes beyond Contractor’s control.

10.10 Contractor agrees to perform its Services in a professional manner, consistent with applicable industry standards. Purchasing Entity agrees to provide pro mpt notice of any such Service concerns and Contractor will re -perform any Service that fails to meet this standard.

10.11 It will be at the discretion of each Participating State or Entity to negotiate additional warranty requirements with the Contractor.

10.12 Lemon Clause

10.12.1 This clause shall apply to all Devices that are purchased or leased under the Contractor’s Master Agreement.

10.12.2 This clause shall not apply if Supplies are used in the Devices that were not manufactured, provided, or authorized by the Contractor.

10.12.3 The application period is thirty-six (36) months from the date of Acceptance.

10.12.4 This clause shall take precedence over any other warranty or Services clauses associated with the Contractor’s Master Agreement , or as specified by a Participating State or Entity in their Participating Addendum.

10.12.5 A Purchasing Entity must maintain an uninterrupted Maintenance Agreement on all purchased Devices in order for this clause to apply past the initial ninety (90) day warranty.

10.12.6 Any Device that fails (except due to operator error) to function in accordance with the Manufacturer’s published performance specifications, four (4) times in any four (4) week period and/or is subject to recurring related problems, shall be replaced with a new Device that meets or exceeds the requirements of the original Device, at no cost to the Purchasing Entity.

10.13 Rights Reserved. The rights and remedies of the parties under this warranty are in addition to any other rights and remedies of the parties provided by law or equity, including, without limitation, actual damages, and, as applicable and awarded under the law, to a prevailing party, reasonable attorneys’ fees and costs.

XI. Equipment Title

11.1 Conveyance of Title. Contractor, or if applicable, Third-Party leasing company, shall have exclusive title to the Devices being delivered and the Devices shall be free and clear of all liens, encumbrances, and security interests. Title to the Device shall only pass to the Purchasing Entity upon:

11.1.1 Purchasing Entity up-front purchase of the Device;

11.1.2 Purchasing Entity exercising the purchase option at the end of an FMV Lease;

11.1.3 Expiration of a Purchasing Entity’s Capital Lease; or

11.1.4 Purchasing Entity has secured Third Party financing and payment is being mad e directly to the Contractor by the Purchasing Entity.

11.2 Embedded Software. Transfer of title to the Device must include an irrevocable and DocuSign Envelope ID: 89386442-81F6-451D-BCAF-EBAEC48ECDCF Docusign Envelope ID: E0CEF07E-BE36-4B21-B6FE-85EB4591C1F1 RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 21

perpetual license to use any Embedded Software in the Device. If Purchasing Entity subsequently transfers title of the Device to another entity, Purchasing Entity shall have the right to transfer the license to use the Embedded Software with the transfer of Device title.

A subsequent transfer of this software license will be at no additional cost or charge to either Purchasing Entity or Purchasing Entity’s transferee.

11.3 License of Pre-Existing Intellectual Property. Contractor grants to the Purchasing Entity a nonexclusive, perpetual, royalty -free, irrevocable, license to use, publish, translate, reproduce, transfer with any sale o f tangible media or Product, perform, display, and dispose of the Intellectual Property, and its derivatives, used or delivered under this Master Agreement, but not created under it (“Pre -existing Intellectual Property”). The Contractor shall be responsible for ensuring that this license is consistent with any third-party rights in the Pre-existing Intellectual Property.

XII. Indemnification

12.1 General Indemnification. The Contractor shall defend, indemnify , settle, and hold harmless NASPO, NASPO ValuePoint, the Lead State, Participating Entities, and Purchasing Entities, along with their officers and employees, from and against third -party claims, damages or causes of action including reasonable attorneys’ fees and related costs for any death, injury, or damage to tangible property to the extent caused by any act, error, or omission of the Contractor, its employees or subcontractors or volunteers, at any tier, relating to performance under this Master Agreement.

12.2 Intellectual Property Indemnification. The Contractor shall defend, indemnify and hold harmless NASPO, NASPO ValuePoint, the Lead State, Participating Entities, Purchasing Entities, along with their officers and employees ("Indemnified Party"), from and agai nst claims, damages or causes of action including reasonable attorneys’ fees and related costs arising out of the claim that the Product supplied under the Master Agreement, or its use, infringes Intellectual Property rights of another person or entity ("Intellectual Property Claim").

12.2.1 The Contractor’s obligations under this section will not extend to any combination of the Product with any other product, system or method, unless the Product, system or method is:

12.2.1.1 provided by the Contractor or the Contractor’s subsidiaries or affiliates;

12.2.1.2 specified by the Contractor to work with the Product; and

12.2.1.3 reasonably required to use the Product in its intended manner, and the infringement could not have been avoided by substituting another reasonably available product, system or method capable of performing the same function.

12.2.2 The Indemnified Party shall notify the Contractor within a reasonable time after receiving notice of an Intellectual Property Claim. Even if the Indemnified Party fails to provide reasonable notice, the Contractor shall not be relieved from its obligations unless the Contractor can demonstrate that it was prejudiced in defending the Intellectual Property Claim resulting in increased expenses or loss to the Contractor. The Contractor shall promptly and reasonably investigate and defend any Intellectual Property Claim, and it shall have control over the defense and settlement of the Intellectual Property Claim. However, the Indemnified Party must consent in writing for any money damages or obligations for which it may be responsible.

12.2.3 The Indemnified Party shall furnish, at the Contractor’s reasonable request and expense, information and assistance necessary for such defense. If the Contractor fails its affirmative obligation to defen d or settle the Intellectual Property Claim, the Indemnified Party may assume the defense or settlement of the Intellectual Property Claim and the Contractor shall be liable for all costs and expenses, including reasonab le attorneys’ fees and related costs, incurred by the Indemnified Party in the pursuit of the Intellectual Property Claim. However, the Contractor must consent in writing to any settlement and any associated fees, costs, expenses, and monetary damages for which it may be responsible.

12.2.4 Unless otherwise set forth herein, Section 12.2 is not subject to any limitations of liability in this Master Agreement or in any other document executed in conjunction with this Master Agreement.

XIII. Insurance

13.1 Unless otherwise agreed in a Participating Addendum, Contractor shall, during the term of this Master Agreement, maintain in full force and effect, the insurance described in this section. Contractor shall acquire such insurance from an insurance carrier or carriers licensed to conduct business in each Participating Entity’s state and having a rating of A -, Class VII or better, in the most recently published edition of Best’s Reports. Failure to buy and maintain the required insurance may result in this Master Agreement’s termination or, at a Participating Entity’s option; result in termination of its Participating Addendum.

13.2 Coverage shall be written on an occurrence basis. The minimum acceptable limits shall be as indicated below, with no deductible for each of the following categories:

13.2.1 Commercial General Liability covering premises operations, Independent Contractors, Products and completed operations, blanket contractual liability, personal injury (including death), advertising liability, and property damage, with a limit of not less than $1 million per occurrence, $2 million general aggregate, $2 million Products and completed operations aggregate and $50,000 and any one fire. If any aggregate limit is reduced below $2,000,000 because of claims made or paid, the Contractor shall immediately obtain additional insurance to restore the full aggregate limit and furnish to the Participating Entity, a certificate or other document satisfactory to the Participating Entity, showing compliance with this provision.

13.2.2 Cyber Liability covering claims and losses with respect to network, internet (Cloud) or other data disclosure risks (such as data breaches, releases of Confidential Information, unauthorized access/use of information, and identity theft) with minimum limits of not less than $1,000,000 per claim and $2,000,000 aggregate.

13.2.3 Contractor must comply with any applicable State Workers Compensation or Employers Liability Insurance requirements.

13.2.4 Automobile Liability covering any auto (including owned, hired and non - owned), with a minimum limit of $1,000,000 each accident combined single limit.

13.3 Contractor shall pay premiums on all insurance policies. Such policies shall also reference this Master Agreement and shall have a condition that the insurer not revoke them until thirty (30) calendar days after notice of intended revocation thereof shall have been given to Purchasing Entity and Participating Entity by the Contractor.

13.4 Prior to commencement of performance, Contractor shall provide to the Lead State a written endorsement to the Contractor’s general liability insurance policy or other documentary evidence acceptable to the Lead State that:

13.4.1 Includes the Participating States identified in the Request for Proposal as additional insured’s, and;

13.4.2 Provides that the Contractor’s liability insurance policy shall be primary, with any liability insurance of any Participating State as secondary and noncontributory.

Unless otherwise agreed in any Participating Addendum, the Participating Entity’s rights and Contractor’s obligations are the same as those specified in the first sentence of this subsection. Before performance of any Purchase Order issued after execution of a Participating Addendum authorizing it, the Contractor shall provide to a Purchasing Entity or Participating Entity who reques ts it the same information described in this subsection.

13.5 Contractor shall furnish to the Lead State, Participating Entity, and, on request, the Purchasing Entity copies of certificates of all required insurance within seven (7) calendar days of the execution of this Master Agreement, the execution of a Participating Addendum, or the Order’s effective date and prior to performing any work. The insurance certificate shall provide the following information: the name and address of the insured; name, address, telephone number and signature of the authorized agent; name of the insurance company (authorized to operate in all states); a description of coverage in detailed standard terminology (including policy period, policy number, limits of liability, exclus ions and endorsements); and an acknowledgment of the requirement for notice of cancellation.

Copies of renewal certificates of all required insurance shall be furnished within fifteen (15) days after any renewal date. These certificates of insurance must e xpressly indicate compliance with each insurance requirement specified in this section. Failure to provide evidence of coverage may, at sole option of the Lead State, or any Participating Entity, result in this Master Agreement’s termination or the termina tion of any Participating Addendum.

13.6 Coverage and limits shall not limit Contractor’s liability and obligations under this Master Agreement, any Participating Addendum, or any Order.

13.7 Notice of Cancellation. Contractor shall pay premiums on all insurance po licies.

Contractor shall provide notice to a Participating Entity who is a state within five (5) business days after Contractor is first aware of expiration, cancellation or nonrenewal of such policy or is first aware that cancellation is threatened or exp iration, nonrenewal or expiration otherwise may occur.

13.8 Participating Entities. Contractor shall provide to Participating States and Participating Entities the same insurance obligations and documentation as those specified in Section XIII, except the endorsement is provided to the applicable Participating State or Participating Entity.

13.9 Furnishing of Certificates. Contractor shall furnish to the Lead State copies of certificates of all required insurance in a form sufficient to show required coverage within thirty (30) calendar days of the execution of this Master Agreement and prior to performing any work.

Copies of renewal certificates of all required insurance will be furnished within thirty (30) days after any renewal date to the applicable state Participating Entity. Failure to provide evidence of coverage may, at the sole option of the Lead State, or any Participating Entity, result in this Master Agreement’s termination or the termination of any Participating Addendum.

13.10 Disclaimer. Insurance coverage and limits will not limit Contractor’s liability and obligations under this Master Agreement, any Participating Addendum, or any Purchase Order.

XIV. General Provisions

14.1 Records Administration and Audit

14.1.1 The Contractor shall maintain books, records, documents, and other evidence pertaining to this Master Agreement and Orders placed by Purchasing Entities under it to the extent and in such detail as will adequately reflect performance and administration of payments and fees. Contractor shall permit the Lead State, a Participating Entity, a Purchasing Entity, the federal government (including its grant awarding entities and the U.S. Comptroller General), and any other duly authorized agent of a governmental a gency, to audit, inspect, examine, copy and/or transcribe Contractor's books, documents, papers and records directly pertinent to this Master Agreement or orders placed by a Purchasing Entity under it for the purpose of making audits, examinations, excerpt s, and transcriptions.

This right will survive for a period of six (6) years following termination of this Agreement or final payment for any order placed by a Purchasing Entity against this Master Agreement, whichever is later, or such longer period as is required by the Purchasing Entity’s state statutes, to assure compliance with the terms hereof or to evaluate performance hereunder.

14.1.2 Without limiting any other remedy available to any governmental entity, the Contractor shall reimburse the applicable Lead State, Participating Entity, or Purchasing Entity for any overpayments inconsistent with the terms of the Master Agreement or Orders or underpayment of fees found as a result of the examination of the Contractor’s records.

14.1.3 The rights and obligations herei n exist in addition to any quality assurance obligation in the Master Agreement that requires the Contractor to self -audit contract obligations and that permits the Lead State to review compliance with those obligations.

14.1.4 The disclosure of records in Participating States relating to Participating Addenda and Orders placed against the Master Agreement shall be governed by the laws of the Participating Entity that placed the Order. Records will be retained longer if required by Participating Entity’s law.

14.1.5 Contractor will be advised with reasonable prior written notice of each audit. The parties will work together in good faith to establish an audit process that does not interfere with Contractor’s ability to perform its obligations under this Master Agreement or any other agreement, or compromise any reasonable security processes or procedures. Contractor will provide the auditor with information reasonably required to affect the audit, provided however that Contractor reserves the right to impose limitation or require additional assurances from Participating Entity and its auditor as may be necessary to protect the Confidential Information of Contractor to the extent such limitations and assurances are not in conflict with Participating Entity’s governing la ws. In no event will Contractor be required to provide Participating Entity or its auditor with access to Contractor’s internal Products/Services labor and cost data, or data related to employees or other customers of Contractor to the extent it is not in conflict with Participating Entity’s governing law.

14.2 Confidentiality, Non-Disclosure, and Injunctive Relief DocuSign Envelope ID: 89386442-81F6-451D-BCAF-EBAEC48ECDCF Docusign Envelope ID: E0CEF07E-BE36-4B21-B6FE-85EB4591C1F1 RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 25

14.2.1 Confidentiality. Contractor acknowledges that it and its employees or agents may, in the course of providing a Product under this Master Agreement, be exposed to or acquire information that is confidential to Purchasing Entity or Purchasing Entity’s clients.

14.2.1.1 Any and all information of any form that is marked as confidential or would by its nature be deemed confidential obtained by Contractor or its employees or agents in the performance of this Master Agreement, including but not necessarily limited to (1) any Purchasing Entity’s records, (2) personnel records, and (3) information concerning individuals, is confidential information of Purchasing Entit y (“Confidential Information”).

14.2.1.2 Any reports or other documents or items (including software) that result from the use of the Confidential Information by Contractor shall be treated in the same manner as the Confidential Information.

14.2.1.3 Confidential Informa tion does not include information that (1) is or becomes (other than by disclosure by Contractor) publicly known; (2) is furnished by Purchasing Entity to others without restrictions similar to those imposed by this Master Agreement; (3) is rightfully in Contractor’s possession without the obligation of nondisclosure prior to the time of its disclosure under this Master Agreement; (4) is obtained from a source other than Purchasing Entity without the obligation of confidentiality, (5) is disclosed with the written consent of Purchasing Entity; or (6) is independently developed by employees, agents or subcontractors of Contractor who can be shown to have had no access to the Confidential Information.

14.2.2 Non-Disclosure. Contractor shall hold Confidential Informa tion in confidence, using at least the industry standard of confidentiality, and shall not copy, reproduce, sell, assign, license, market, transfer or otherwise dispose of, give, or disclose Confidential Information to third parties or use Confidential Inf ormation for any purposes whatsoever other than what is necessary to the performance of Orders placed under this Master Agreement.

14.2.2.1 Contractor shall advise each of its employees and agents of their obligations to keep Confidential Information confidential. Contractor shall use commercially reasonable efforts to assist Purchasing Entity in identifying and preventing any unauthorized use or disclosure of any Confidential Information.

14.2.2.2 Without limiting the generality of the foregoing, Contractor shall advise Purchasing Entity, applicable Participating Entity, and the Lead State immediately if Contractor learns or has reason to believe that any person who has had access to Confidential Information has violated or intends to violate the terms of this Master Agree ment, and Contractor shall at its expense cooperate with Purchasing Entity in seeking injunctive or other equitable relief in the name of Purchasing Entity or Contractor against any such person.

14.2.2.3 Except as directed by Purchasing Entity, Contractor will not at any time during or after the term of this Master Agreement disclose, directly or indirectly, any Confidential Information to any person, except in DocuSign Envelope ID: 89386442-81F6-451D-BCAF-EBAEC48ECDCF Docusign Envelope ID: E0CEF07E-BE36-4B21-B6FE-85EB4591C1F1 RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 26

accordance with this Master Agreement, and that upon termination of this Master Agreement or at Purchasin g Entity’s request, Contractor shall turn over to Purchasing Entity all documents, papers, and other matter in Contractor's possession that embody Confidential Information.

14.2.2.4 Notwithstanding the foregoing, Contractor may keep one copy of such Confidential Information necessary for quality assurance, audits , and evidence of the performance of this Master Agreement.

14.2.3 Injunctive Relief. Contractor acknowledges that Contractor’s breach of Section

14.2 would cause irreparable injury to the Purchasing Entity that cannot be adequately compensated in monetary damages. Accordingly, Purchasing Entity may seek and obtain injunctive relief against the breach or threatened breach of the foregoing undertakings, in addition to any other legal remedies that may be available. Contractor acknowledges and agrees that the covenants contained herein are necessary for the protection of the legitimate business interests of Purchasing Entity and are reasonable in scope and content.

14.2.4 Purchasing Entity Law. These provisions will be applicable only to extent they are not in conflict with the applicable public disclosure laws of any Purchasing Entity.

14.2.5 NASPO ValuePoint. The rights granted to Purchasing Entities and Contractor’s obligations under this section will also extend to NASPO ValuePoint’s Confidential Information, including but not limited to Participating Addenda, Orders or transaction data relating to Orders under this Master Agreement that identify the entity/customer, Order dates, line-item descriptions and volumes, and prices/rates. This provision does not apply to disclosure to the Lead State, a Participating State, or any governmental entity exercising an audit, inspection, or examination pursuant to this Master Agreement. To the extent permitted by law, Contractor shall notify the Lead State of the identity of any entity seeking access to the Confidential Information described in this subsection.

14.2.6 Public Information . This Master Agreement and all related documents are subject to disclosure pursuant to the Lead State’s public information laws.

14.3 Assignment/Subcontracts

14.3.1 Contractor shall not assign, sell, transfer, subcontract or sublet rights, or delegate responsibilities under this Master Agreement, in whole or in part, without the prior written approval of the Lead State.

14.3.2 The Lead State reserves the right to assign any rights or duties, including written assignment of contract administration duties, to NASPO ValuePoint and other third parties.

14.4 Changes in Contractor Representation . The Contractor must, within ten (10) calendar days, notify the Lead State in writing of any changes in the Contractor’s key administrative personnel managing the Master Agreement. The Lead State reserves the right to approve or reject changes in key person nel, as identified in the Contractor’s proposal. The Contractor shall propose replacement key personnel having substantially equal or better education, training, and experience as was possessed by the key person proposed and evaluated in the Contractor’s proposal.

14.5 Independent Contractor . Contractor is an independent contractor. Contractor has no authorization, express or implied, to bind the Lead State, Participating States, other Participating Entities, or Purchasing Entities to any agreements, settlement s, liability or understanding whatsoever, and shall not to hold itself out as agent except as expressly set forth herein or as expressly set forth in an applicable Participating Addendum or Order.

14.6 Cancellation. Unless otherwise set forth herein, this Master Agreement may be canceled by either party upon sixty (60) days’ written notice prior to the effective date of the cancellation. Further, any Participating Entity may cancel its participation upon thirty (30) days’ written notice, unless other wise limited or stated in the Participating Addendum.

Cancellation may be in whole or in part. Any cancellation under this provision will not affect the rights and obligations attending Orders outstanding at the time of cancellation, including any right of a Purchasing Entity to indemnification by the Contractor, rights of payment for Products delivered and accepted, rights attending any warranty or default in performance in association with any Order, and requirements for records administration and audit.

Cancellation of the Master Agreement due to Contractor default may be immediate.

14.7 Force Majeure. Neither party to this Master Agreement shall be held responsible for delay or default caused by fire, riot, unusually sev ere weather, other acts of God, acts of war which are beyond that party’s reasonable control, pandemics, or epidemics that would negatively impact supply chain distribution . The Lead State may terminate this Master Agreement upon determining such delay or default will reasonably prevent success ful performance of the Master Agreement. This clause does not absolve Purchasing Entity of their payment obligations for goods or services received. Past due account charges will not accrue until the conclusion of the Force Majeure event, at which point Contractor shall also be expected to resume their Service obligations.

14.8 Defaults and Remedies

14.8.1 The occurrence of any of the following events will be an event of default under this Master Agreement:

14.8.1.1 Nonperformance of contractual requirements;

14.8.1.2 A material breach of any term or condition of this Master Agreement;

14.8.1.3 Any certification, representation or warranty by Contractor in response to the solicitation or in this Master Agreement that proves to be untrue or materially misleading;

14.8.1.4 Institution of proceedings under any bankruptcy, insolvency, reorganization or similar law, by or against Contractor, or the appointment of a receiver or similar officer for Contractor or any of its property, which is not vacated or fully stayed within thirty (30) calendar days after the institution or occurrence thereof; or

14.8.1.5 Any default specified in another section of this Master Agreement.

14.8.2 Upon the occurrence of an event of default, the Lead State shall issue a written notice of default, identifying the nature of the default, and providing a period of fifteen (15) business days in which Contractor shall have an opportunity to cure the default. The Lead State shall not be required to provide advance written notice or a cure period and may immediately terminate this Master Agreement in whole or in part if the Lead State, in its sole discretion, determines that it is reasonably necessary to preserve public safety or prevent immediate public DocuSign Envelope ID: 89386442-81F6-451D-BCAF-EBAEC48ECDCF Docusign Envelope ID: E0CEF07E-BE36-4B21-B6FE-85EB4591C1F1 RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 28

crisis. Time allowed for cure will not diminish or eliminate Contractor’s liability for damages, including liquidated damages to the extent provided for under this Master Agreement.

14.8.3 If Contractor is afforded an opportunity to cure and fails to cure the default within the period specified in the written notice of default, Contractor shall be in breach of its obligations under this Master Agreement and the Lead State shall have the right to exercise any or all of the following remedies:

14.8.3.1 Any remedy provided by law;

14.8.3.2 Termination of this Master Agreement and any related Contracts or portions thereof;

14.8.3.3 Assessment of liquidated damages as provided in this Master Agreement;

14.8.3.4 Suspension of Contractor from being able to respond to future bid solicitations; and

14.8.3.5 Suspension of Contractor’s performance.

14.8.4 Unless otherwise specified in the Participating Addendum, in the e vent of a default under a Participating Addendum, a Participating Entity shall provide a written notice of default as described in this section and shall have all of the rights and remedies under this paragraph regarding its participation in the Master Agreement, in addition to those set forth in its Participating Addendum. Unless otherwise specified in an Order, a Purchasing Entity shall provide written notice of default as described in this section and have all of the rights and remedies under this paragraph and any applicable Participating Addendum with respect to an Order placed by the Purchasing Entity. Nothing in these Master Agreement Terms and Conditions will be construed to limit the rights and remedies available to a Purchasing Entity under the applicable commercial code.

14.9 Waiver of Breach. Failure of the Lead State, Participating Entity, Contractor, or Purchasing Entity to declare a default or enforce any rights and remedies will not operate as a waiver under this Master Agreement, any Participating Addendum, or any Purchase Order. Any waiver by the Lead State, Participating Entity, Contractor, or Purchasing Entity must be in writing. Waiver by the Contractor, Lead State or Participating Entity of any default, right or remedy under this Master Agreement or Participating Addendum, or by Purchasing Entity with respect to any Purchase Order, or breach of any terms or requirements of this Master Agreement, a Participating Addendum, or Purchase Order will not be construed or operate as a waiver of any subsequent default or breach of such term or requirement, or of any other term or requirement under this Master Agreement, any Participating Addendum, or any Purchase Order.

14.10 Debarment. The Contractor certifies that neither it nor its principals are presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in public procurement or contracting by any governmental department or agency. This certification represents a recurring certification made at the time any Order is placed under this Master Agreement. If the Contractor cannot certify this statement, attach a written explanation for review by the Lead State.

14.11 No Waiver of Sovereign Immunity

14.11.1 In no event will this Master Agreement, any Participating Addendum or any DocuSign Envelope ID: 89386442-81F6-451D-BCAF-EBAEC48ECDCF Docusign Envelope ID: E0CEF07E-BE36-4B21-B6FE-85EB4591C1F1 RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 29

contract or any Purchase Order issued thereunder, or any act of the Lead State, a Participating Entity, or a Purchasing Entity be a waiver of any form of defense or immu nity, whether sovereign immunity, governmental immunity, immunity based on the Eleventh Amendment to the Constitution of the United States or otherwise, from any claim or from the jurisdiction of any court.

14.11.2 This section applies to a claim brought against the Participating Entities who are states only to the extent Congress has appropriately abrogated the state’s sovereign immunity and is not consent by the state to be sued in federal court.

This section is also not a waiver by the state of any form of immun ity, including but not limited to sovereign immunity and immunity based on the Eleventh Amendment to the Constitution of the United States.

14.12 Governing Law and Venue

14.12.1 The laws of the Lead State shall govern the construction and effect of this Master Agreement. Venue for any administrative or judicial action relating to this Master Agreement shall be in the City and County of Denver, Colorado.

14.12.2 The construction and effect of any Participating Addendum or Order against this Master Agreement shall be governed b y and construed in accordance with the laws of the Participating Entity’s or Purchasing Entity’s State.

14.12.3 If a claim is brought in a federal forum, then it must be brought and adjudicated solely and exclusively within the United States District Court (“USDC”). Pursuant to Fed. R. Div. P. 40, Assignment of Cases for Trial, the USDC shall give priority to actions entitled to priority by a federal statute.

14.13 Assignment of Antitrust Rights . Contractor irrevocably assigns to a Participating Entity who is a state any claim for relief or cause of action which the Contractor now has or which may accrue to the Contractor in the future by reason of any violation of state or federal antitrust laws (15 U.S.C. § 1-15 or a Participating Entity’s state antitrust provisions), as now in effect and as may be amended from time to time, in connection with any goods or services provided in that state for the purpose of carrying out the Contractor's obligations under this Master Agreement or Participating Addendum, including, at the Participating Entity's option, the right to control any such litigation on such claim for relief or cause of action.

14.14 Survivability. Unless otherwise explicitly set forth in a Participating Addendum or Order, the terms of this Master Agreement as th ey apply to the Contractor, Participating Entities, and Purchasing Entities, including but not limited to pricing and the reporting of sales and payment of administrative fees to NASPO ValuePoint, shall survive expiration of this Master Agreement and shall continue to apply to all Participating Addenda and Orders until the expiration thereof.

SIGNATURE PAGE

THE PARTIES HERETO HAVE EXECUTED THIS MASTER AGREEMENT

* Individual signing for Contractor hereby swears and affirms that they are authorized to act on Contractor’s behalf and acknowledge that the Lead State is relying on their representations to that effect.

CONTRACTOR
HP Inc.

By:

Title:

By:
_____________________________________________
*Signature

Date: _________________________

STATE OF COLORADO
Jared S. Polis, Governor
Department of Personnel & Administration
State Purchasing & Contracts Office
Tony Gherardini, Executive Director

By:
______________________________________________
John Chapman, State Purchasing Manager

Date: _________________________

ALL CONTRACTS REQUIRE APPROVAL BY THE STATE CONTROLLER

CRS §24-30-202 requires the State Controller to approve all State Contracts. This Master Agreement is not valid until signed and dated below by the State Controller or delegate. Contractor is not authorized to begin performance until such time. If Contractor begins performing prior thereto, the State of Colorado is not obligated to pay Contractor for such performance or for any Goods and/or Services provided hereunder.

STATE CONTROLLER
Robert Jaros, CPA, MBA, JD

By: ___________________________________

Date: _____________________

DocuSign Envelope ID: 89386442-81F6-451D-BCAF-EBAEC48ECDCF Colleen Lively
11/30/2023
Contracts Specialist
12/1/2023
12/4/2023
Docusign Envelope ID: E0CEF07E-BE36-4B21-B6FE-85EB4591C1F1 RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 31

EXHIBIT A – STATEMENT OF WORK

I. Product Overview
A. Contractor is authorized to provide Products and Services in the following Group s and Sub- Groups:

1. Primary Products and Services:

Group Products and Services
A A3 MFD – OEM only
B A4 MFD – OEM and Non-OEM
D Single-function Printers – OEM and Non-OEM
E Large/Wide Format Equipment – OEM and Non-OEM
F Scanners – OEM and Non-OEM
G Software – OEM and Non-OEM
H Supplies (consumable) – OEM and Non-OEM
I Managed Print Services

2. Ancillary Products and Services:

Sub-
Group Products and Services
G1 Software Related Services
D1 Specialty Printers (3D, receipt, barcode label, card, cable) – OEM and Non-OEM

B. Contractor may not provide Products that have not been approved by the Lead State, with the exception of NSP items, as referenced in section II.B.3.

C. Contractor may only offer Devices that meet the minimum requirements as outlined in section II.A.

D. Any Products added to the Master Agreement throughout the term of the Contract must be discounted according to the proposed discount for the appropriate Segment or as specified in section II.A.4.

E. Contractor may provide MPS under any Group, regardless of whether they have been awarded that Group. However, MPS may not be provided on any Devices that are being leased or rented to a Purchasing Entity by another Manufacturer, unless Contractor has a written agreement with the Manufacturer to do so. Further, Contractor is not permitted to provide (e.g. sell or lease) Devices under any Group they have NOT been awarded.

F. Contractor may add, remove or modify Products and Services on their Price Lists once per calendar month, beginning in September 2024. Modifications do NOT include price increases.

Refer to section 6.1 of the Master Agreement Terms and Conditions for information DocuSign Envelope ID: 89386442-81F6-451D-BCAF-EBAEC48ECDCF Docusign Envelope ID: E0CEF07E-BE36-4B21-B6FE-85EB4591C1F1 RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 32

regarding pricing.

G. Any Device additions must be updated with Buyer’s Lab within ninety (90) days of submission to the Lead Stat e. Failure to adhere to this requirement will result in the Device(s) being removed from the Master Agreement Price List(s) until such time they can be verified on Buyer’s Lab. In addition, if a Device is acquired by a Purchasing Entity that is not listed on Buyer’s Lab within 90 days of it being added to the Price List, then Contractor shall remove the Device from the Purchasing Entity location and substitute it with a Device of equal or greater value, at no charge to the Purchasing Entity. This substituted Device must be on the Price List, AND listed on Buyer’s Lab.

II. Master Agreement Deliverables
A. Primary Product and Service Offerings

1. Group Categories. Segments shall be utilized to distinguish the various speeds of the Devices within Groups. The speeds are denoted in Page per Minute (PPM). The Segments for each Group are as follows:

Group A – MFD, A3
Segment PPM
2 20 – 30
3 31 – 40
4 41 – 50
5 51 – 60
6 61 – 70
7 71 – 90

Group B – MFD, A4
Segment PPM
1 Up to 20
2 21 - 30
3 31 - 40
4 41 - 50
5 51 - 60
6 61+

Group D – Single-function Printers
Segment PPM
1 Up to 20
2 21 – 40
3 41 – 60
4 61+

Group E – Large/Wide Format Equipment
Segment A1 or D Size
PPM*
Width –
Office
Width - Industry
Low 0 – 3 24” – 44” 46” and higher
Medium Low 4 - 9 24” – 44” 46” and higher
Medium High 10 - 19 24” – 44” 46” and higher
High 20+ 24” – 44” 46” and higher
*Speeds denoted above are based on b&w output

Group F - Scanners
Segment PPM
1 10 – 29
2 30 – 49
3 50 – 69
4 70 – 89
5 90 – 110
6 111 – 130
7 131+

2. Device Configurations. Devices must be equipped, at a minimum, with the following Accessories/capabilities:

2.1 Group A – MFD, A3
a. New power filter;
b. Duplex for Segment 3 and above;
c. Standard paper drawer(s) equal to or greater than:
i) One (1) paper supply for Segment 2;
ii) Two (2) paper drawers for Segments 3 and 4; and/or
iii) 2,000 sheet paper capacity for Segments 5 and above. iv) Paper size capacity up to 11” x 17”; and
v) Bypass paper supply, if applicable for Segment.

2.2 Group B – MFD, A4
a. New power filter;
b. Bypass paper supply;
c. Standard paper drawer(s) equal to or greater than:
i) One (1) paper supply for Segments 1 and 2;
ii) Two (2) paper drawers for Segments 3 and 4; and/or
iii) 1,000 sheet capacity for Segments 5 and above.
d. Paper size capacity up to 8 1/2” x 14”; and
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e. Envelope adjustment capability.

2.3 Group D – Single-function Printers
a. Must include an inkjet, light emitting diode (LED), or laser print engine; b. Standard paper drawer(s);
c. Standard paper capacity; and
d. Network connectivity.

2.4 Group E – Large/Wide Format Equipment
a. Hard-Disk drive;
b. Network connectivity;
c. Touch screen control panel; and
d. Automatic Media Selection – a built-on sensor detects the size of the original and the proper media size is then selected.

2.5 Group F – Scanners
a. Charge-Coupled Device (CCD) or Contact Image Sensor (CIS); b. Automatic Document Feeder (ADF);
c. Letter or legal paper size capacity;
d. Color depth of at least 24 bytes; and
e. Single pass duplex scan.

3. Device Standards. Devices must meet the following requirements:

3.1 Group A Base Units are OEM only.

3.2 Group A and Group B must be EPEAT registered to a minimum of Bronze Standard within one (1) year of being added to the Master Agreement Price List.

3.3 Group D must be Energy Star compliant or EPEAT registered to a minimum of Bronze Standard within one (1) year of being added to the Master Agreement Price List.

3.4 Group E must be Energy Star compliant and registered within one (1) year of being added to the Master Agreement Price List.

3.5 If Contractor Devices fail to meet the EPEAT Bronze Standard, or be Energy S tar compliant (applicable to Group D and E Devices only) within one (1) year, then they will be removed from the Price List. If said Devices have already been placed at a Purchasing Entity’s location, then Contractor must replace the Devices with a comparable, qualified model, at no cost to the Purchasing Entity.

3.6 All Devices must be Newly Manufactured, current, Remanufactured, or Refurbished, except as specified in a Participating Addendum. Discontinued Devices are not permitted to be offered under the Master Agreement.

3.7 Devices, when installed, and if available, must be set -up to receive automatic DocuSign Envelope ID: 89386442-81F6-451D-BCAF-EBAEC48ECDCF Docusign Envelope ID: E0CEF07E-BE36-4B21-B6FE-85EB4591C1F1 RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 35

software updates and patches.

3.8 Device specifications must be published on the Contractor website.

3.9 MSRP must not exceed what is listed with Buyers Laboratory Inc., or List Price must not exceed what is published on the Manufacturer’s website.

3.10 Devices must maintain a PPM speed, according to Segment classification.

3.11 Devices must be compatible with using recycled paper, up to and including, 100% Post-Consumer Waste (PCW) paper. Contractor may not fault the use of recycled paper for Device failures, as long as the recycled paper in use meets the standard paper specifications (e.g., multi-purpose, copy, or laser paper).

4. Device Exceptions

4.1 Group B, Group D, Sub-Group D1, Group E, and Group F will not be restricted to OEM, and do not have to be Private Labeled.

4.2 Group F is not required to be EPEAT registered or Energy Star compliant.

4.3 Digital Duplicato rs may be offered by Contractor under Group A, and must be priced based on the minimum discount offered in the Segment to which they most closely relate.

4.4 Under Group E, Contractor may offer Large/Wide Format Equipment that accommodates all paper sizes. Pricing shall be based on the discount offered for the Segment in which the Device belongs.

5. Accessories

5.1 Contractor shall provide OEM and/or Third Party compatible Accessories that compliment or enhance the features of the Device.

5.2 Contractor may also maintain a separate price list for Accessories for Base Units that have been discon tinued. The pricing must be based on the same discount offered, per the ‘Discount from MSRP’ tab, on the applicable Group Price List.

5.3 Purchasing Entities may add Accessories to Devices that have been purchased, leased or rented under prior NASPO ValuePoint Master Agreements, as well as via any other means. If the Device is currently being leased or rented, Purchasing Entity must obtain Contractor approval to add Accessories. Purchasing Entities shall also be advised that obtaining Accessories from a Third P arty and not the Contractor or their Dealer may void certain warranty or maintenance agreement provisions.

6. Group G - Software

6.1 May be provided by Contractor to enhance the capabilities of the Devices, or may be provided as a standalone option on any owned or leased Device.

6.2 Software pricing for unique designs or complex configurations will be quoted on a case by case basis.

6.3 Contractor may provide OEM and/or Third Party software.

6.4 All software drivers shall be, at a minimum, Windows 10 compliant, and all Devices must have universal software drivers.

6.5 Purchasing Entities that acquire software shall be subject to the license agreements distributed with such software, provided such terms do not contradict the language in the Master Ag reement, and unless otherwise stated in a Participating Addendum.

6.6 Software Subscriptions
a. Software pricing shall be inclusive of available software patches and any updates.
b. Purchasing Entities shall have the option to finance software subscriptions by utilizing the proposed lease rates.
c. Any new releases of software versions (upgrades) shall be chargeable to the Purchasing Entity; however, Contractor may not charge for the installation of the software upgrade, unless installation is excessive, and charges are agreed to by Purchasing Entity.
d. License fees and support fees shall remain firm throughout the term of the agreement.
e. Software subscriptions shall not be subject to automatic renewals, unless otherwise agreed to in an Order.
f. Contractor shall be responsible for communicating all updates, patches, and new releases/versions to Purchasing Entities.
g. Contractor shall provide a web -based or toll -free hotline during Normal Business Hours for Purchasing Entities to report software problems or answer software related questions.

7. Group H – Supplies (consumable)

7.1 Contractor may offer OEM or compatible Ink and Roll paper for Group E Devices.

The Ink and/or paper may be purchased as standalone items, and will not be included as part of a Maintenance Agreement, nor will it be wrapped into the Total Monthly Payment on a lease agreement.

7.2 Contractor may offer OEM or compatible consumable Supplies for Groups A, B, D and F, as well as Sub-Group D1. These Supplies may be purchased as standalone items or included as part of a Maintenance Agreement. Under no circumstances may the Supplies, regardless of quantity, be financed, unless they are start -up Supplies. All compatible Supplies must meet OEM standards for performance and quality. The Supplies that may be offered are:
a. Toner;
b. Staples;
c. Ink;
DocuSign Envelope ID: 89386442-81F6-451D-BCAF-EBAEC48ECDCF Docusign Envelope ID: E0CEF07E-BE36-4B21-B6FE-85EB4591C1F1 RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 37

d. Print Cartridges;
e. Imaging Drums;
f. Fuser Kits;
g. Cleaning Kits;
h. Transfer Kits;
i. Waste Toner Bottles;
j. Fuser Oil;
k. Ozone Filters;
l. Ribbon;
m. Developer;
n. Rollers and Pads; and
o. Maintenance Kits.

7.3 Toner must be free of carcinogenic, mutagenic, or teratogenic substances, and should avoid petroleum inks and inks with high volatile compounds. Toner cartridges should also be remanufactured, contain recycled content, or be bio - based.

7.4 Contractor shall provide the Purchasing Entity with a method to return the empty toner cartridges at no additional charge.

8. Service Offerings

8.1 Group I - Managed Print Services
a. The main components of an MPS engagement are needs assessment, selective or general replacement of Devices, and the Service, parts and Supplies needed to operate the new and/or existing Devices, including existing Third Party Devices as owned by the Purchasing Entity. The Contractor tracks how the Device fleet is being used, the problems associated with that use, and customer satisfaction in regards to meeting statement of work objectives.
b. In addition to the ongoing monitoring and management of a fleet of Devices, Contractor must also offer project implementation Services, and customer help-desk support and training.
c. Contractor may also offer hourly Services for consulting purposes, project management, change management plans, and other staffed Services which meet customer needs such as to operate copy centers or complete b ack file scanning projects.
d. MPS may also include enterprise content management Services and workflow optimization components, such as scanning and document capture solutions, developing custom applications for smart MFDs that automate paper-intensive document workflows and route scanned pages to document DocuSign Envelope ID: 89386442-81F6-451D-BCAF-EBAEC48ECDCF Docusign Envelope ID: E0CEF07E-BE36-4B21-B6FE-85EB4591C1F1 RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 38

management systems. It can also be extended to include the restructuring of document workflows. Some MPS engagements may be designed to improve document security or to reduce print volumes and power consump tion for environmental reasons.
e. All MPS engagements shall require the Contractor and Purchasing Entity to complete a detailed statement of work, similar to the format referenced in Attachment 4, HP MPS Sow Template , and it must be approved by both parties prior to the initiation of any engagement.
f. Any MPS engagement shall include the following:
i) Free Initial Assessment (includes, but is not limited to: document workflow; identification of Service, Supplies, and parts; current output; total cost of ownership; employee to Device ratio; preliminary estimated cost savings);
ii) Implementation (e.g. plan development; hardware and software installation and set-up);
iii) Remote Device Monitoring (e.g. job accounting; automated meter reads; automated toner replenishment);
iv) End-user Support (e.g. training; Help Desk); and
v) Account management (e.g. reporting; invoicing; customer business reviews).
g. The MPS engagement may include, but is not limited to, the following:
i) Professional Services (e.g. consulting; project management; record management; network and data security; document workflow consulting; document scanning; back -file conversion; mail -room Services);
ii) Cost-based Assessment (e.g. asset mapping ; end -user survey; detailed recommendation; analysis and plan design);
iii) Change Management;
iv) Maintenance (e.g. Preventative Maintenance; Service and repair; on- site break/fix; parts management; warranty management); v) Ongoing Fleet Management and Optimization (e.g. consumable spend; continual assessments; green initiatives; add/move/change Services; disaster recovery).
vi) Software and Cloud Solutions (e.g. mobile print, pull -print, enterprise content management; automated workflow; capture and route; security); and
vii) Cartridge Recycling.
h. The free initial assessment shall not constitute a commitment on behalf of the Purchasing Entity. Upon request from a Purchasing Entity, Contractor must provide the assessment with the understanding that the Purchasing Entity is DocuSign Envelope ID: 89386442-81F6-451D-BCAF-EBAEC48ECDCF Docusign Envelope ID: E0CEF07E-BE36-4B21-B6FE-85EB4591C1F1 RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 39

under no obligation to enter into an MPS engagement.
i. MPS pricing and billing options shall be flexible and the Purchasing Entity will drive the complexity of the solution required with a staged approach to implementation.

8.2 Maintenance Agreements. No Maintenan ce Agreement shall be subject to automatic renewals.
a. Pricing
i) Pricing must include a zero base, cost per click rate for b&w and/or color for Groups A, B, and D.
ii) Pricing for a monthly base charge, a set copy allowance and an overage rate for b&w and/or color may also be provided. iii) Pricing for a monthly base charge, a set copy allowance, an overage rate for b&w and/or color, and Supplies may also be provided. iv) Flat Rate Fee pricing must be provided that includes all parts, labor, Preventative Maintenance, and Service Calls for Groups A, B, and D.

Supplies may or may not be included.
v) Pricing for ALL Groups may also be provided that includes all parts, labor, Preventative Maintenance (if applicable), and Service Calls, but excludes Supplies.
vi) Paper and ink for Group E Devices shall not be included as part of the Service and Supply pricing.
vii) Contractor may increase their Service and Supply pricing to include staples (if applicable to the Device).
viii) Contractor may provide a flat rate fee without staples, and a flat rate fee with staples. All flat rate fees shall allow for an annual increase of up to 5%.
ix) Contractor may charge flat rate fees for Services performed on any Accessories.
x) Service Calls due to misuse, neglect or abuse shall not be covered by the Maintenance Agreement, and Contractor and Authorized Dealers may bill the Purchasing Entity at an hourly rate for Services rendered. xi) 11”x17” impressions may be counted as one (1) click or two (2) clicks on Group A Devices.
xii) A two-sided document shall be counted as two (2) clicks. xiii) Contractor must not charge for scans on any MFD.
b. Initial Term
i) Pricing shall remain firm for the initial term of the Mainten ance Agreement (e.g. 24, 36 , 48 months etc.). Upon renewal of the Maintenance Agreement, Contractor may adjust the pricing, as long as the pricing does not exceed Master Agreement rates.

ii) For leased Devices, the total Maintenance Agreement term shall be equal to the term of the lease (e.g. 24, 36, 48 months etc.). iii) For purchased Devices, the initial term is determined by the Purchasing Entity, as long as it does not exceed 60 months on Group A, Group B, Group D, Sub-Group D1, Group E, and Group F Devices. c. Renewal Term
If a Purchasing Entity wishes to renew a Maintenance Agreement for Devices that were acquired under prior Master Agreement (RFP -NP-18-001) or Master Agreement (3091), then section II.A (9.2)(h) shall apply. d. Blended Rates
i) Contractor must have the ability to blend the Service and Supply costs over a large Device fleet, and the Blended Rate must cover all units in the fleet.
ii) The Blended Rate must be divided between b&w and color. iii) Contractor shall provide the Purchasing Entity with the Blended Rate calculation prior to Order placement.
iv) Utilizing a Blended Rate shall be at the discretion of th e Participating State or Entity, and/or the Purchasing Entity.
e. Manual Meter Reads
i) Contractor must have an electronic method for collecting meter reads from a Purchasing Entity.
ii) Meter reads may be submitted via the Contractor’s online portal, or through email, or facsimile.
iii) A Participating State or Entity may also elect, at their discretion, to submit meter reads through the Device.
f. Customer Owned Devices
i) Purchasing Entities may elect to enter into a Maintenance Agreement for Devices they already own, or Devices they acquire through an up - front purchase.
ii) The Maintenance Agreement may be priced on a flat rate fee, which shall include parts, labor, Preventative Maintenance (if applicable) and Service calls. Supplies may or may not be included.
g. Leased Devices
i) Contractor shall be required to provide a Maintenance Agreement on all Devices that are leased by a Purchasing Entity.
ii) The Maintenance Agreement shall be priced based on a cost per click rate, or a monthly base charge.
h. Legacy Devices
i) Upon request from the Purchasing Entity, Contractor may provide a DocuSign Envelope ID: 89386442-81F6-451D-BCAF-EBAEC48ECDCF Docusign Envelope ID: E0CEF07E-BE36-4B21-B6FE-85EB4591C1F1 RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 41

Maintenance Agreement on any Device that i s owned or was leased or rented through Master Agreement (RFP -NP-18-001), Master Agreement (3091), or via any other means, providing the following conditions are met:
1) The Device has not reached the end of its Useful Life; 2) The maximum term of the Maintenance Agreement does not exceed the Useful Life of the Device, unless otherwise specified in a Participating Addendum; and
3) The Maintenance Agreement adheres to the same requirements as outlined in sections II.A (9.2)(f) and II.A (9.2)(g). ii) Devices that were previously serviced by another Dea ler or Manufacturer must be inspected and repaired, if necessary. Upon mutual agreement, Contractor may charge Purchasing Entity for any parts and/or labor required to bring the Device up to acceptable maintenance levels.
iii) If the Device has been at the Purchasing Entity’s location for less than five (5) years, then Maintenance Agreement pricing shall not exceed the new Master Agreement pricing, until the Purchasing Entity reaches the five (5) year mark. Refer to section II.A (9.2)(h)(iv) below for additional information.
iv) If the Device has been at the Purchasing Entity’s location for more than five (5) years, then Maintenance Agreement pricing shall not exceed 120% of the Service and Supply pricing in the new Master Agreement.

B. Ancillary Product and Service Offerings

1. Sub-Group Categories. The following Products and Services are sub -groups of the Primary Product and Service Offering Groups.

1.1 Sub-Group G1 – Software Related Services. This is a sub-group of Group G – Software. This sub-group shall include, but not be limited to, the following Services:
a. Cloud-based scanning (software as a service, enterprise content management); and
b. Industrial Print solutions (back-file conversion, enterprise content management).

1.2 Sub-Group D1 – Specialty Printers. This is a sub-group of Group D – Single- Function Printers. Products offered under this sub-group are not restricted to OEM, and may include, but not be limited to, the following:
a. Barcode labels;
b. High Volume Inkjet;
c. 3D Printers;
d. Receipt printers;
e. Card printers; and
DocuSign Envelope ID: 89386442-81F6-451D-BCAF-EBAEC48ECDCF Docusign Envelope ID: E0CEF07E-BE36-4B21-B6FE-85EB4591C1F1 RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 42

f. Cable printers.

2. Sub-Group Category Discounts. Products in Sub -Group D1 must be discounted at a minimum of 5% for OEM and a minimum of 2% for Non -OEM, unless such discounts would exceed the discount amount offered for OEM and Non-OEM within Group D.

3. Open Market Items

3.1 Contractor may offer Not Specifically Priced (NSP) items that compliment or enhance the Devices and/or Servi ces offered under the Master Agreement . NSP items will not include:
a. Interactive White boards;
b. Computers, monitors, or other related hardware items; c. Fax machines;
d. Kiosk machines;
e. Overhead Projectors; and
f. Cameras.

3.2 NSP items may only be acquired through the Contractor or their Authorized Dealer and must be reported quarterly with all other sales under the Master Agreement.

3.3 NSP items must be priced at a minimum discount of 15% from MSRP or List Price.

3.4 NSP items may be offered to a Purchasing Entity as a stand-alone option, and the maximum allowable amount of all NSP items in a single Order shall be determined by the Participating State or Entity.

3.5 It shall be at the discretion of the Participating State or Entity to allow Open Market Items in their Participating Addendum.

4. Emerging Technologies

4.1 Upon approval from the Lead State, Contractor may add new, related technology to the resulting Master Agreement.

4.2 Technology is not restricted to OEM, nor is it required to be Private Labeled.

4.3 Any new technology that a Contractor requests to add to their Price List must contain a full description of the Product, the MSRP and pricing information, and an explanation/justification as to how the Product conforms to the requirements of the RFP and Master Agreement.

4.4 Any new technology must be priced according to the lowest discount offered for any Product under the Master Agreement. No discount or a 0% discount does not qualify as a “lowest” discount.

III. Purchase and Lease Programs
A. Acquisition Methods. Contractor may offer the following:

Financial Vehicle Standard Terms Offered
Purchase N/A
Fair Market Value Lease
24, 36, 48 and 60 months Capital Lease
Straight Lease

1. All Devices on Contractor’s Price List may be purchased or leased, either as a packaged- deal, or stand-alone item.

B. Device Trade-In

1. A Purchasing Entity shall have the option, at the Contractors sole discretion, and based upon Participating State or Entity regulations and laws, and Purchasing Entity policies, to do a Device Trade-In, when placing a purchase or lease Order.

2. The value for the Device Trade -In shall be negotiated by the Purchasing Entity and the Contractor, and shall not include any disposal or shipping fees.

C. Lease Rates

1. Contractor may elect to include proper ty tax in their lease rates, or they may bill the Purchasing Entity separately for property tax.

2. Once a Purchasing Entity enters into a lease agreement, the lease rate must remain fixed throughout the Initial Lease Term, regardless of whether the Contractor had increased their lease rates in the Master Agreement Price Lists. If Contractor has decreased their lease rates in their Price Lists, then they may extend that lower ra te to the Purchasing Entity.

3. Device Payments for Renewal Terms must never exceed Master Agreement pricing.

4. If a Purchasing Entity enters into a Renewal Term, then the Device Payment will be subject to the lease rates listed in the most recent Price Lists posted on the NASPO ValuePoint website.

5. Contractor may update lease rates on a quarterly basis to allow for changes in the financial market. The rates must be indexed against the US Daily Treasury Yield Curve Rates, or a comparable index, and must be the rate in effect at the end of each calendar quarter.

6. Lease rates must be proposed as a decimal multiplying factor in such a manner that the purchase price of the Device may be multiplied by the lease rate to arrive at the resulting monthly Device Payment. Proposed rates must include the following information:

6.1 The Daily Treasury Yield Curve (or comparable index) Rate;

6.2 The date used for the Daily Treasury Yield Curve (or comparable index) Rate; a. The fixed margin for each lease type being proposed, and how that margin is determined; and
b. The methodology for dete rmining the 48 month base rate if a 4-year rate is not published.

6.3 Contractor must offer Coterminous lease rates to any Purchasing Entity wishing to add Products to an existing lease agreement. The calculation for the Coterminous DocuSign Envelope ID: 89386442-81F6-451D-BCAF-EBAEC48ECDCF Docusign Envelope ID: E0CEF07E-BE36-4B21-B6FE-85EB4591C1F1 RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 44

lease rates must adhere to the following methodology:

For example: A customer enters into a 36 month FMV Lease, and 12 months into that lease, they decide to add an Accessory to the Base Unit. The Contractor shall divide the 36 month cumulative Device Payment by 24 months to arrive at the monthly Coterminous payment for that Accessory. That payment will then be added to the existing Device Payment. The new Total Monthly Payment must then be disclosed to the Purchasing Entity.

D. Leasing Overview

1. All lease programs shall remain with the Contractor or Authorized Dealer through an in - house leasing program, or through the financial branch or subsidiary of Contractor. In addition, Contractor and their Authorized Dealer may use Third Party leasing companies, however; all Third Party leasing company documents must be reviewed and approved by the Lead State and said documents must be incorporated into the Master Agreement before any Participating State, Participating Entity, or Purchasing Entity can use them. It will be at the discreti on of the Participating State, Participating Entity, or the Purchasing Entity as to whether billing shall be in the name of Contractor, Authorized Dealer or Third Party leasing company. All contractual obligat ions however, will still be the responsibility of the Contractor.

2. A Purchasing Entity may lease Devices pursuant to the terms and conditions in this Master Agreement, and according to the requirements listed in their states’ Participating Addendum.

3. Lease agreements shall not be subject to automatic renewals. This is non-negotiable in any Particpating Addendum or Order.

4. A lease agreement issued prior to the termination of the Master Agreement and Participating Addendum, shall survive the termination of the Master Agreement and the Participating Addendum, and all terms and conditions of the Master Agreement and Participating Addendum shall continue to apply.

5. With the exception of a $1 Buyout Lease arrangement, or unless exercising the purchase option on an FM V Lease, a Purchasing Entity shall return the Device at the end of the Initial Lease Term, or at the end of the Renewal Lease Term, or the Contractor may pick the Device up, without any further financial obligations to the Purchasing Entity.

6. Device pickups must be performed within thirty (30) calendar days of the end of the Initial or Renewal Term.

7. Device returns must be performed within thirty (30) calendar days after the Contractor or Authorized Dealer provides return shipping instructions to the Purchasing Entity.

8. If Purchasing Entity fails to make Device available for pickup after thirty (30) calendar days, then Contractor or Authorized Dealer may bill the Purchasing Entity , at the total monthly payment amount for such Device, for each month that the Device remains at Purchasing Entity’s location. Contractor or Authorized Dealer is not permitted to bill the Purchasing Entity for failure of Contractor or Authorized Dealer to pickup the Device when Purchasing Entity has made it available.

9. Contractor and/or Authorized Dealers shall be responsible for all Device pickup and return costs.

10. The maximum term on any Initial Lease Term shall be 60 months.

11. The length of a Renewal Term shall be at the discretion of the Participating State or Entity, but at no time shall the Renewal Term exceed the Useful Life of the Device.

12. All Renewal Terms shall be billed on a monthly basis.

13. If a Purchasing Entity elects to enter into a month to month Renewal Term, they may cancel at anytime, without penalty, by giving Contractor thi rty (30) days advance, written notice.

14. If a Purchasing Entity elects to enter into a 12 -month Renewal Term, the Renewal Term will automatically terminate at the end of the 12 -month period, unless the Purchasing Entity has notified the Contractor that they wish to enter into a new Renewal Term. If a Purchasing Entity wants to cancel their 12 -month Renewal Term early, then early termination fees shall apply, and will be equivalent to the remaining stream of equipment payments only (i.e. less maintenance).

E. Leasing Options

1. FMV Lease

1.1 A Purchasing Entity shall have the option to enter into an Initial Lease Term of 24, 36, 48, or 60 months for Group A, Group B, Group D, Sub-Group D1, Group E and Group F, based upon the Contractor’s available options, and at the discretion of the Participating State or Entity.

1.2 Upon the expiration of the Initial Lease Term, a Purchasing Entity may do one of the following:
a. Exercise their purchase option;
b. Renew the lease on a month to month basis, or a 12 month basis, at the discretion of the Participating State or Entity; or
c. Return the Device to the Contractor, or have the Contractor pick the Device up.

2. Capital Lease ($1 Buyout Lease)

2.1 A Purchasing Entity shall have the option to enter into an Initial Lease Term of 24, 36, 48, or 60 months for Group A, Group B, Group D, Sub-Group D1, Group E and Group F, based upon the Contractor’s available options, and at the discretion of the Participating State or Entity.

2.2 Upon the expiration of the Initial Lease Term, the Contractor shall provide title to the Device to the Purchasing Entity, or as otherwise determined in a Participating Addendum or an Order , and the Purchasing Entity shall not be su bject to any additional expense in order to assume possession of the Device.

3. Straight Lease
DocuSign Envelope ID: 89386442-81F6-451D-BCAF-EBAEC48ECDCF Docusign Envelope ID: E0CEF07E-BE36-4B21-B6FE-85EB4591C1F1 RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 46

3.1 A Purchasing Entity shall have the option to enter into an Initial Lease Term of 24, 36, 48, or 60 months for Group A, Group B, Group D, Sub-Group D1, Group E and Group F, based upon the Contractor’s available options, and at the discretion of the Participating State or Entity.

3.2 Upon the expiration of the Initial Lease Term, a Purchasing Entity may do one of the following:
a. Renew the lease on a month to month basis, or a 12 month basis, at the discretion of the Participating State or Entity; or
b. Return the Device to the Contractor, or have the Contractor pick the Device up.

F. Leasing Terms and Conditions

1. Possession and Return of Leased Devices

1.1 The Purchasing Entity is responsible for risk of loss to the Devices while the Devices are in Purchasing Entity’s possession. Purchasing Entity shall be relieved of all risks of loss or damage to the Devices during periods of transportation and de-installation.

1.2 Contractor or Authorized Dealer must notify a Purchasing Entity, in writing, of their End of Term (EOT) options at least sixty (60) days prior to the end of any Initial Lease Term. Such notification may include, but not be limited to, the following:
a. Any acquisition or return options, based on the type of lease agreement; b. Any renewal options, if applicable; and/or
c. Hard drive removal and surrender cost, if applicable.

1.3 If a Purchasing Entity desires to exercise a purchase, renewal, or return of the Device, it shall give Contra ctor at least thirty (30) days written notice prior to the expiration of such lease term. Notwithstanding anything to the contrary, if Purchasing Entity fails to notify Contractor of its intent with respect to the exercise of a purchase, renewal, or return of the Device, the Initial Lease Term shall be terminated on the date as stated in the Order and removal of the Device will be mutually arranged, unless otherwise specified in an Order.

1.4 If the Purchasing Entity does not exercise the purchase or renewal option, it will immediately make the Device available to Contractor in as good of condition as when Purchasing Entity received it, except for ordinary wear and tear.

2. Payment. The first scheduled payment (as specified in the applicable Order), will be due following the Acceptance of the Device(s), or such later date as Contractor may designate.

The remaining payments will be due on the same day of each subsequent month, unless otherwise specified in the applicable Order.

3. Buyout to Keep Option. A Purchasing E ntity must notify the Contractor or Authorized Dealer, in writing, at least thirty (30) days in advance, if they wish to exercise the Buyout to Keep option on an FMV or Capital Lease. A Buyout to Keep option is not available on a Straight Lease.

4. Buyout to Return Option. A Purchasing Entity must notify the Contractor or Authorized Dealer, in writing, at least thirty (30) days in advance, if they wish to exercise the Buyout to Return option on an FMV or Straight Lease, and return the Device to the Contractor in good working condition (ordinary wear and tear excepted).

5. Device Upgrade or Downgrade . A Purchasing Entity may do a Device Upgrade o r Downgrade on a lease at anytime throughout the term of the lease agreement. The Purchasing Entity and the Con tractor shall negotiate the price of the Device Upgrade or Downgrade, but at no time shall the total cost of the Device Upgrade or Downgrade be less than the remaining stream of Device Payments.

6. Non-appropriation of Funds. The continuation of any lease agreement will be subject to, and contingent upon, sufficient funds being made available by the Participating State Legislature and/or federal sources. The Purchasing Entity may terminate any such lease agreement, and Contractor waives any and all claim(s) for damages, effective immediately upon receipt of written notice (or any date specified therein) if for any reason the Purchasing Entity’s funding sources are not available.

7. Assignment. Purchasing Entity has no right to sell, transfer, encumber, sublet or assign the Device or any lease agreement without Contractor’s prior written consent (which consent shall not be unreasonably withheld).

7.1 Purchasing Entity agrees that Contractor may not sell or assign any portion of Contractor’s interests in the Devi ce and/or these Lease Terms or any Order for leases, without notice to Purchasing Entity even if less than all the payments have been assigned. In that event, the assignee (the “Assignee”) will have such rights as Contractor assigns to them, but none of Contractor’s obligations (Contractor will keep those obligations) and the rights of the Assignee will not be subject to any claims, defenses or set offs that Purchasing Entity may have against Contractor.

7.2 No assignment to an Assignee will release Contractor from any obligations Contractor may have to Purchasing Entity.

8. Early Termination Charges
Except in the case of Non -appropriation of funds, FMV, $1 Buyout, and Straight Leases shall be subject to an early termination charge, and shall involve the return of the Device (in good working condition; ordinary wear and tear excepted) by the Purchasing Entity to the Contractor. With respect to the Device, the termination charge shall not exceed the balance of remaining Device Payments (including any current and past due amounts), and with respect to Service or maintenance obligations, the termination charge shall not exceed four (4) months of the Service and Supply base charge or twenty -five percent (25%) of the remaining Maintenance Agreement term, whichever is less.

9. Default. Each of the following is a “default” under these lease terms:

9.1 Purchasing Entity fails to pay any payment or any other amount within forty -five (45) days (or as otherwise agreed to in a Participating Addendum) of its due date;

9.2 Any representation or warranty made by Purchasing Entity in these lease terms is false or incorrect and Purchasing Entity does not perform any of its obligati ons under these lease terms, and this failure continues for forty -five (45) days (or as DocuSign Envelope ID: 89386442-81F6-451D-BCAF-EBAEC48ECDCF Docusign Envelope ID: E0CEF07E-BE36-4B21-B6FE-85EB4591C1F1 RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 48

otherwise agreed to in a Partici pating Addendum) after Contractor has notified Purchasing Entity;

9.3 Purchasing Entity or any guarantor makes an assignment for the benefit of creditors;

9.4 Any guarantor dies, stops doing business as a going concern, or transfers all or substantially all of such guarantor’s assets; or

9.5 Purchasing Entity stops doing business as a going concern or transfers all or substantially all of Purchasing Entity’s assets.

10. Remedies. If a Purchasing Entity defaults on a lease agreement, then Contractor, in addition to, or in lieu of, the remedies set forth in the Master Agreement, and Participating Addendum, may do one or more of the following, at the discretion of the Participating State or Entity:

10.1 Cancel or terminate any or all Orders, and/or any or all other agreements that Contractor has entered into with Purchasing Entity;

10.2 Require Purchasing Entity to immediately pay to Contractor, as compensation for loss of Contractor’s bargain and not as a penalty, a sum equal to:
a. All past due payments and all other amounts p ayable under the lease agreement;
b. All unpaid payments for the remainder of the lease term, discounted at a rate equal to three percent (3%) per year to the date of default; and c. Require Purchasing Entity to deliver the Device to Contractor per mutual arrangements.

IV. Contractor Responsibilities and Tasks
A. Service Requirements

1. Technicians. All technicians must be factory trained by the OEM and certified to Service the Devices.

2. Standard Service Levels. Participating States and/or Entities may negotiate their own Service Level Agreement (SLA) with the Contractor. The SLA, must, at a minimum, adhere to the following requirements:

2.1 End-User Training
a. Purchasing Entity may request an initial one -hour training session for each Device ordered under t he Contract. Contractor shall provide this initial training, free of charge, via one of the following delivery methods: On -site, web-based, or on-line. The delivery method selected for each Device will be at Contractor’s sole discretion. Purchasing Entity should be advised that while this initial one -hour of free training shall be provided by Contractor at Purchasing Entity’s request, Contractor will not provide substitutions (e.g. free supplies, deeper discounts, etc.) in lieu of this training. b. Purchasing Entity may also request an additional one -hour training session DocuSign Envelope ID: 89386442-81F6-451D-BCAF-EBAEC48ECDCF Docusign Envelope ID: E0CEF07E-BE36-4B21-B6FE-85EB4591C1F1 RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 49

for technical support, which shall include network connectivity and print driver installation. This additional training shall be provided via a delivery method mutually agreed upon by Contractor and Purchasing Entity, and at a mutually agreed upon price.
c. If Purchasing Entity elects to exercise the training option, then Contractor shall provide the training within ten (10) Business Days of Purchasing Entity’s request.
d. Contractor may offer additi onal on-site, one-hour training sessions for a flat rate fee. Additional charges for travel and per diem, if applicable, must be disclosed to the Purchasing Entity, and mutually agreed upon, prior to Order placement.
e. Contractor must provide on-site or off-site operational training to designated Purchasing Entity personnel, until the personnel are able to operate the Device independently. Pricing for operational training shall be based on a flat rate fee. Additional charges for travel and per diem, if applic able, must be disclosed to the Purchasing Entity, and mutually agree upon, prior to Order placement.
f. Contractor shall provide Device literature, user -manuals, and access to on - line resources, if available, at no charge to the Purchasing Entity. g. For Groups A, B, D, E, and Sub -Group D1, Contractor shall provide a no charge, toll-free end-user technical support number that Purchasing Entities can utilize for everyday minor troubleshooting (i.e. this does not include network connectivity or print driver installation). A Purchasing Entity must be able to obtain assistance during Normal Business Hours. h. Contractor shall provide phone/technical support within two (2) hours of Purchasing Entity’s request for assistance, providing such request, and subsequent support, falls within normal business hours.

2.2 Preventative Maintenance. Contractor must perform all Preventative Maintenance Services at the Manufacturer’s suggested intervals, or as specified in an Order. Preventative Maintenance shall not be a requirement on desktop Devices.

2.3 Device Performance
a. Device Downtime shall be computed from the time the Contractor is notified of Device failure until the time in which the Device is fully operational. b. Device Downtime due to lack of consumable Supplies is not acceptable. c. Contractor must provide daily communication to the Purchasing Entity regarding inoperable Devices, including updates regarding resolution timeframe, and any parts, Accessories, or Devices on back-order.

2.4 Loaner Device. If any Device in Group A or Group B i s inoperable for two (2) Business Days, due to Device malfunction, as reasonably determined by Contractor, then Contractor shall provide the Purchasing Entity with:
a. A loaner Device of similar speed and capabilities until such time as the DocuSign Envelope ID: 89386442-81F6-451D-BCAF-EBAEC48ECDCF Docusign Envelope ID: E0CEF07E-BE36-4B21-B6FE-85EB4591C1F1 RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 50

inoperable Device is now operable; or
b. At the discretion of the Participating State or Entity, provide the Purchasing Entity with off -site manned production capabilities, at the sole cost to the Contractor, to accomplish the work of the Device that is inoperable.

2.5 Repair Parts
a. Contractor shall guarantee the availability of repair parts for a minimum of five (5) years after the Purchasing Entity’s Acceptance of any Device. b. All Device components, spare parts, application software, and ancillary Devices that are supplied unde r any resulting Master Agreement, must conform to Manufacturer specifications.
c. Contractor shall be responsible for ensuring that any repair parts are operable and installed in accordance with Manufacturer specifications. d. Repair parts may be new, reconditioned, reprocessed or recovered.

2.6 Service Zones
a. Unless otherwise specified in a Participating Addendum, Contractor shall adhere to the following Service Call Response Times based on the distance that their Service Base Location is from the Purchasing Entity:

Service
Zone Definition Response Time
Urban Within 60 miles 4 - 6 Hours
Rural 60 – 120 miles 1 - 2 Business Days
Remote
120+ miles, or only
accessible by plane or
by boat
4 – 5 Business Days
b. Repair or replacement of parts and/or Devices shall occur within four (4) Business Days of Contractor arriving at Purchasing Entity’s location, with the following exception:
i) If Contractor is drop -shipping a new Device to replace a defective Device, then Purchasing Entity must receive the new Device within three (3) Business Days.
c. Contractor may charge different rates according to each Service Zone.

2.7 Service Logs
a. Contractor shall maintain a Service log which describes the maintenance and repair Services provided for each Device.
b. A no-cost copy of Service logs/repor ts must be provided to the Purchasing Entity or Participating State or Entity, within five (5) Business Days of the request.

2.8 Device Relocation
a. Device relocation Services include dismantling, packing, transporting, and re- installing Device.

b. Contractor may charge for this Service based on the following table:

Service
Zone
Distance from current
placement of Device Charge
1 Within the same building No Charge
Allowed*
2 Up to 50 miles from building in
which Device is currently placed
Flat Rate Fee, plus
Per Mile or Hourly
Fee
3 More than 50 miles from building
in which Device is currently
placed
Flat Rate Fee, plus
Per Mile or Hourly
Fee
*Contractor may charge Purchasing Entities a mutually agreed upon price for special rigging in the event a Purchasing Entity’s demographics require such rigging for Zone 1 relocations. The price shall be agreed upon in writing by Contractor and Purchasing Entity prior to any Device relocation in Zone

1. c. Contractor may not charge for any fees incurred due to fuel or tolls. d. Moves must be performed within thirty (30) calendar days of the Purchasing Entity request. Request may be verbal or written, but Contractor must confirm the request in writing and provide a date that the move will occur. Written confirmation must be sent to the Purchasing Entity within three (3) Business Days of request. In the event that there will be a delay in these Services, Contractor shall communicate with Purchasing Entity and agree on a mutually beneficial time-frame.
e. Contractor is required to off er Device relocation se rvices for all leased equipment.

3. Meter Read Invoicing

3.1 In order for Contractor to generate accurate invoices, Purchasing Entities shall provide meter reads within the Contractor’s requested time-frame.

3.2 Invoices that are generated without receiving the proper meter read information from the Purchasing Entity will not be considered inaccurate.

3.3 The Purchasing Entity shall provide written notice of any such alleged invoicing issue and the Contractor will be allowed a thirty (30) day cu re period to address any such issue. During the thirty (30) day cure period, the Purchasing Entity will not be assessed any late fees for failure to submit payment by the invoice due date.

3.4 Failure on the Contractor’s part to maintain accurate invoicing sha ll result in a $25.00 per instance credit on the following month’s invoice.

4. Reporting

4.1 Service Level Calculations
a. At the discretion of the Participating State or Entity, Contractor shall produce reports that can be measured against the required SLA components.

b. The Participating State or Entity shall determine how the reports will be utilized and whether liquidated damages will be assessed for failure to meet the SLA requirements. Any liquidated damages or penalty structure shall be defined in the Participating State or Entity’s Participating Addendum.

4.2 Periodic Reporting. Contractor shall provide periodic reporting to all Purchasing Entities upon request. The reports shall be provided on a quarterly basis, or at the discretion of the Participating State or Entity.
a. The report shall include the following:
i) Number of Service Calls placed;
ii) Response Time per Device;
iii) Dates that Preventative Maintenance was performed, if applicable; and
iv) Estimated end of Useful Life per Device, based on current usage. b. The report may include, but not be limited to, the following:
i) Location of Devices;
ii) Click usage per Device; and
iii) EPEAT certification level of each Device.

B. Customer Service

1. Key Personnel. Contractor shall ensure that staff has been allocated appropriately to ensure compliance with the resulting Master Agreement and subsequent Participating State or Entity requirements and that the individuals occupying the Key Personnel positions have adequate experience and knowledge with successful implementation and management of a national cooperative contract. Contractor shall provide a single point of contact for the following:

1.1 Master Agreement Contract Administrato r – shall be the Lead State’s primar y contact in regards to Contract negotiations, amendments, Product and Price List updates, and any other information or documentation relating to the Master Agreement;

1.2 NASPO ValuePoint Reporting Contact – shall be responsible for submitting quarterly reports and the quarterly Administrative Fee to the appropriate personnel;

1.3 Master Agreement Marketing Manager – shall be responsible for marketing the resulting Master Agreement, as well as creating Participating State websites, and ensuring that all uploaded data and content is current; and

1.4 National Service Manager – shall be responsible for overseeing the Regional Service Managers, Field Service Technicians, training, and inside Service operations. This position will work with the Lead State Contract Administrator to ensure contractual obligations are met, while pr oviding leadership for the Contractor’s operations, as well as strategic planning of the Service department.

2. Single Point of Contact . Contractor shall provide a single point of contact for each Participating State, who will handle any questions regarding t he Products provided, as DocuSign Envelope ID: 89386442-81F6-451D-BCAF-EBAEC48ECDCF Docusign Envelope ID: E0CEF07E-BE36-4B21-B6FE-85EB4591C1F1 RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 53

well as pricing, delivery, billing, reporting, status of Orders, customer complaints and escalated issues.

3. Service and Support Hours. Contractor must provide full Service and support for Products during Normal Business Hours.

4. Customer Service Team. Contractor shall also have a designated customer service team who shall be available by phone (via local or toll free number), fax, or email during Normal Business Hours.

5. Additional Coverage. Contractor may offer additional coverage beyond Normal Business Hours for any Device that needs to be serviced. Such coverage shall be billed to the Purchasing Entity at an hourly rate.

6. Online Access. Customer service representatives shall have online access to account information and be able to respond to inquiries concerning the status of Orders (shipped or pending), delivery, back -orders, pricing, Product availability, Product information, and account and billing questions.

C. Authorized Dealers

1. Contractor can engage Authorized Dealers to provide Products and/or Services.

2. In the event a Contractor elects to use Authorized Dealers in the performance of the specifications, the Contractor shall serve as the primary Contractor, and shall be fully accountable for assuring that their Authorized Dealers c omply with the terms and conditions of the resulting Master Agreement, and any Participating Addendum, and shall be liable in the event Authorized Dealers fail to comply with such terms and conditions.

3. Authorized Dealers shall be expected to stay current with Contractor Products, pricing, Master Agreement, and Participating Addendum requirements, and Contractor shall provide training to all of their Authorized Dealers at least once per calendar year, or as otherwise determined by the Lead State.

4. Authorized Dealers shall have the ability to accept Orders from a Purchasing Entity and invoice them directly, unless otherwise stated in a Participating Addendum.

5. Contractor shall send notice to the Lead State, utilizing Exhibit C, Authorized Dealer Form and Exhibit D, Authorized Dealers by State, within three (3) calendar days of engaging or removing a Dealer.

6. The Lead State reserves the right to deny the addition of any Authorized Dealer and will provide notification to the Contractor with justification as to why the decision was reached.

In addition, it will be at the discretion of each Participating State or Entity as to whether they will utilize the Authorized Dealers as approved by the Lead State. Under no circumstances is a Participating State or Entity permit ted to use a Dealer that has not been approved by the Lead State.

7. If an Authorized Dealer is performing unsatisfactorily, or is not in compliance with the Master Agreement, then it shall be at the discretion of the Lead State, upon recommendation from the Participating State, to:

7.1 Require the Dealer to attend remedial training with either the Contractor or the Lead DocuSign Envelope ID: 89386442-81F6-451D-BCAF-EBAEC48ECDCF Docusign Envelope ID: E0CEF07E-BE36-4B21-B6FE-85EB4591C1F1 RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 54

State or;

7.2 Remove the Dealer from the Contract, or in the case of multiple branch locations in one state, or multiple states, remove them as a Dealer from the location in which they are not in compliance.

D. Device Demonstration Requirements

1. Contractor may offer trial or demonstration Devices for Group A, Group B, Group D, Sub- Group D1, Group E, and Group F.

2. Trial or demonstration Devices may be new or used; however, no used, Remanufactured, or Refurbished Devices shall be converted to a purchase or lease.

3. At the discretion of the Participating State or Entity, and upon request by a Purchasing Entity, showroom Devices for Groups A and B may be converted to a purchase or lease, providing the following conditions are met:

3.1 The meter count on Group A and Group B Devices does not exceed 10,000 copies total (i.e. b&w and color combined);

3.2 The Device must be discounted by at least 5% off of the Master Agreement pricing for that same Device; and

3.3 The Purchasing Entity and the Contractor indicate on the Order that the Device is a showroom model.

4. Any trial or demonstration period shall be free to the Purchasing Entity and shall not exceed thirty (30) calendar days.

5. If Purchasing Entity does not make the demonstration Device available for pickup after thirty (30) calendar days, then Contractor may bill the Purchasing Entity for use of Device for each day that it remains at Purchasing Entity’s location. Such rates shal l not exceed current market standards.

E. Device Installation Requirements

1. Prior to Order Acceptance, Contractor must advise Purchasing Entity of any specialized installation and site requirements for the delivery and installation of Device. This information should include, but is not limited to, the following:

1.1 Air conditioning;

1.2 Electrical;

1.3 Special grounding;

1.4 Cabling;

1.5 Space;

1.6 Humidity and temperature limits; and

1.7 Other considerations critical to the installation.

2. The Purchasing Entity shall be responsible for furnishing and installing any special wiring or dedicated lines.

3. Network installation shall include configuration of the Device for the proper network protocols, and installation of the appropriate print drivers on up to five (5) computers per Device, or as otherwise specified in a Participating Addendum.

4. If applicable, all Devices must be set -up with Preventative Maintenance notifications turned on, and with the most environmentally responsible defaults enabled, including Energy Star saving settings.

5. Contractor may charge for excessive installation requirements, including rigging, access alterations, and access to non -ground floors via stairs. Any such excessive installation charges must be quoted to the Purchasing Entity prior to the signature of any Order, and shall be based on the actual expenditures of Contractor or Authorized Dealer.

6. Contractor or Authorized Dealers shall affix a label or a decal to the Device at the time of installation which shows the name, address, and telephone number of Contractor or Authorized Dealer responsible for warranty Service of the Device.

7. Contractor shall clean-up and remove all debris and rubbish resulting from their work as required by the Purchasing Entity. Upon completion of the work, the premises shall be left in good repair and in an orderly, neat, clean, and unobstructed condition.

F. Security Requirements

1. Network and Data Security

1.1 Devices may be configured to include a variety of data security features. The set - up of such features shall be at the discretion of the Purchasing Entity, and all costs associated with their implementation must be conveyed by Contractor prior to Order placement.

1.2 Contractor will not be permitted to download, transfer, or access print data stored on the Device in either hard drive or chip me mory. Only system management accessibility will be allowed.

1.3 Contractor shall ensure that delivery and performance of all Services shall adhere to the requirements and standards as outlined in each Participating State or Entity’s Participating Addendum.

2. Sensitive Information. Sensitive information that is contained in any Legacy Devices or applications shall be encrypted if practical. In addition, sensitive data will be encrypted in all newly developed applications. Since sensitive information is subjective, it shall be defined by each Participating State or Entity in their Participating Addendum.

3. Data Breach. Contractor shall have an incident response process that follows National Institute of Standards and Technology (NIST) standards as referenced in the NI ST Computer Security Incident Handling Guide, which can be downloaded at https://www.nest.gov/publications/computer-security-incident-handling-guide, and it shall include, at a minimum, breach detection, breach notification, and breach response.

Further, Contractor shall notify the impacted Purchasing Entity within 72 hours of learning of such breach.

4. Authentication and Access
DocuSign Envelope ID: 89386442-81F6-451D-BCAF-EBAEC48ECDCF Docusign Envelope ID: E0CEF07E-BE36-4B21-B6FE-85EB4591C1F1 RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 56

4.1 Any network connected Device must offer authentication for all features via LDAP and/or Windows AD, as well as the ability to disable authentication for any or all features.

4.2 Any network connected Device must have the ability to connect via Dynamic Host Configuration Protocol (DHCP) or Static IP address.

4.3 The credential information for any remote authentication method may not be maintained within the Device’s memory.

4.4 Access to the Device’s administrative functions must be password protected per the Participating State or Entity requirements, and the default settings must be changed at the time of Device installation.

5. Hard Drive Removal and Surrender

5.1 Contractor shall ensure that all hard drive data is cleansed and purged (if capable) from the Device at the end of its Useful Life, or when any hard drive is repossessed by Contractor; or

5.2 At the Participating State or Entity’s discretion, Contractor shall remove the hard drive from the applicable Device and provide the Purchasing Entity with custody of the hard drive before the Device is removed from the Purchasing Entity’s location, moved to another location, or any other disposition of the Device. The Purchasing Entity shall then be responsible for securely erasing or destroying the hard drive.

5.3 If Contractor takes possession of any Device at a Purchasing Entity’s location, then they shall also remove any ink, toner, and associated Supplies (drum, fuser, etc.) and dispose of them in accordance with applicable law, as well as environmental, and health considerations, or as otherwise specified in a Participating Addendum.

5.4 Hard drive sanitation shall be at no expense to the Purchasing Entity, however; Contractor may charge the Purchasing Entity a fee if the Purchasing Entity elects to keep the hard drive in their possession. Contractor must disclose the price for removal and surrender of the hard drive, prior to Order placement.

5.5 If the hard drive is not removable, or the Device does not contain a hard drive, then Contractor must convey this to the Purchasing Entity at the time of Order placement. In the case of a non -removable hard drive, section IV.I (5.1) shall apply.

5.6 If Contractor is removing another Manufacturer’s Device, they are not permitted to remove the hard drive. Only the Manufacturer or their Authorized Dealer shall remove hard drives in their own Devices. Contractor shall work with the Manufacturer to ensure the requirements pursuant to this section are met.

G. Contractor Notices. Contractor shall notify the Lead State, Participating States, Participating Entities and all Purchasing Entities of any recall notices, warranty replacements, safety notices, or any applicable notice regarding the Products being sold. This notice must be received in writing (via postal mail or email) within th irty (30) calendar days of Contractor learning of such issues.

EXHIBIT B – SAMPLE D&A CERTIFICATE

NASPO VALUEPOINT MASTER AGREEMENT NO.

AND THE STATE OF Insert Name of Participating State PARTICIPATING ADDENDUM NO.

WITH Insert Name of Contractor

To: Insert Name of Contractor or Authorized Dealer

Pursuant to the provisions of the Master Agreement and Participating Addendum, Purchasing Entity hereby certifies and warrants that (a) all Equipment described in the Order has been delivered and installed; (b) Purchasing Entity has inspected the Equipment, and all such testing as it deems necessary has been performed by Purchasing Entity and/or Contractor to the Satisfaction of Purchasing Entity; and (c) Purchasing Entity accepts the Equipment for all purposes of the Order.

Insert name of Purchasing Entity
By:

Title:

Date:

EXHIBIT C – AUTHORIZED DEALER FORM

Manufacturer Name: _________________________________

(Check one)

The Dealer listed below is authorized to provide Products and Services in accordance with the NASPO ValuePoint Multi-Function Devices and Related Software, Services and Cloud Solutions Master Agreement.

The Dealer listed below will no longer provide Products and Services under the NASPO ValuePoint Multi- Function Devices and Related Software, Services and Cloud Solutions Master Agreement for the following reason (required):

State(s) Serviced by Dealer:

Dealer Name:

Address:

Phone (include Toll-Free, if
available):

Contact Person(s):

Email Address:

FEIN:

Signed: ________________________________________ Date: _____________ (Contractor Representative)

Signed: ________________________________________ Date: _____________ (Authorized Dealer Representative)

________________________________________
(Print First and Last Name of Authorized Dealer Representative)

EXHIBIT D – AUTHORIZED DEALERS BY STATE

Exhibit D -
Authorized Dealers by State.xlsx

ATTACHMENT 1 – HPFS MASTER FMV LEASE AGREEMENT
Master Lease Agreement Number ___________________

Lessee’s Organization Number _______________
Lessee’s Tax Identification Number ______________
Lessee’s UCC Section 9-307 Location __________________

STATE AND LOCAL GOVERNMENT MASTER FAIR MARKET VALUE (FMV)

LEASE AGREEMENT

This State and Local Government Master FMV Lease Agreement (together with Exhibits A and B attached hereto and hereby made a part hereof, (this “Maste r Lease Agreement”), dated as of __ _______, is entered into by and between Hewlett-Packard Financial Services Company1, a Delaware corporation (“Lessor”), and ____________, ____________, an agency, department, institution of higher education, or political subdivision of the State of ____ (“Lessee”). Capitalized terms used in this Master Lease Agreement without definition have the meanings ascribed to them in Section 30.

1. PURPOSE OF MASTER LEASE AGREEMENT. The purpose of this Master Lease Agreement is to set forth the general terms and conditions upon which Lessor shall lease to Lessee, and Lessee sh all lease from Lessor, items of Hardware, Software or both (such Hardware and Software being collectively referred to as “Equipment”).

2. COMMENCEMENT PROCEDURES. Subject to the other terms and conditions contained in this Master Lease Agreement and the applicable Lease Schedule, Lessee shall enter into individual Leases (hereinafter defined) with Lessor as follows:
(a) Execution of Lease Schedule. Lessor and Lessee mutually agree to enter into a Lease by executing a Lease Schedule in the form of Exhibit A with such changes as Lessor and Lessee shall have agreed to as conclusive ly evidenced by their execution thereof. Each such Lease Schedule shall specifically identify (by serial number or other identifying characteristics) the items of Equipment to be leased under such Lease Schedule (other than items of System Software, which shall be deemed to be items of Software leased under the Lease Schedule pursuant to which the related items of Hardware are leased). Each Lease Schedule, when executed by both Lessee and Lessor, together with this Master Lease Agreement, shall constitute a separate and distinct lease (“Lease”), enforceable according to its terms. (b) Acceptance; Initial Term of Leases . Lessee shall accept the Equipment subject to a Lease in accordance with Section 3. The Initial Term of each Lease shall begin on the Acceptance Date of the Equipment subject to such Lease and shall continue for the period described in the applicable Lease Schedule unless a Non-appropriation shall have occurred. (c) Adjustments to Lease Schedule. Lessee acknowledges that the Total Cost of Equipment and the related Rent payments set forth in any Lease Schedule may be estimates, and if the final invoice from the Seller attached to the related Acceptance Certificate(s) specifies a Total Cost that is less than the estimated Total Cost set forth in the Lease Schedule, Lessee hereby authorizes Lessor to reduce the applicable Total Cost and Rent payment on the Lease Schedule by up to ten percent (10%) to reflect such final invoice amount (the “Final Invoic e Amount”). All references in this Master Lease Agreement and any Lease Schedule to Total Cost and Rent shall mean the amounts thereof specified in the applicable Lease , as adjusted pursuant to this paragraph. (d) Payment by Lessor. Within 30 days aft er Lessee’s delivery to Lessor of a properly completed and executed Acceptance Certificate and all other documentation necessary to establish Lessee’s acceptance of such Equipment under the related Lease and Lessor’s acceptance of such Acceptance Certifica te, Lessor shall pay the Contractor for the Equipment. Lessor shall not accept the Acceptance Certificate until it has received from Lessee (1) evidence of insurance with respect to the Equipment in compliance with Section 13 hereof, (2) an opinion of Less ee’s counsel, if required by Lessor, in form and substance reasonably satisfactory to Lessor and (3) any other documents or items reasonably required by Lessor. Notwithstanding the foregoing, Lessor shall not be obligated to pay to the Contractor for the Equipment if a Lessee Default has occurred or an event has occurred and is continuing that with the passage of time or provision of notice would constitute a Lessee Default.

3. ACCEPTANCE OF EQUIPMENT.
(a) Inspection of Equipment. Lessee agrees to inspect all Equipment as soon as reasonably practicable after the delivery thereof to Lessee. (b) Acceptance Certificate. Upon the satisfactory inspection of the Equipment by Lessee, or if acceptance requirements for such Equipment are specified in the applicable Purchase Documents, as soon as such requirements are met, Lessee shall unconditionally and irre vocably accept the Equipment by executing and delivering to Lessor a properly completed Acceptance Certificate in substantially the form of Exhibit B.

4. LESSEE’S END-OF-LEASE-TERM OPTIONS. Lessee shall have the following options in respect of each Lease at the end of each of the Initial Term, any Renewal Term and any optional extension of the Initial Term or any Renewal Term:

a. Purchase Option. As an accommodation to Lessee, Lessor agrees to provide Lessee with notice ninety (90) days prior to the expiration of the Initial Term that an End -of-Term Notice from Lessee is due; provided, however, that Lessor’s failure to provide Lessee with said notice shall not be deemed to have relieved Lessee of any of Lessee’s obligations or lia bilities under this Lease Schedule or the Master Lease Agreement. Lessee may elect, by delivering to Lessor an End -of-Term Notice at least 30 days prior to the expiration of the Initial Term, any Renewal Term or any optional extension of the Initial Term or any Renewal Term, to purchase any or all Units of Equipment then

1 Authorized to do business in the name of Hewlett-Packard Financial Services Company, Inc. in the states of Alabama and New York.

subject to such Lease (other than items of Software that may not be sold by Lessor under the terms of any applicable License Agreement) for an amount equal to the Fair Market Value of such Units of Equipment as of the end of the Then Applicable Term, provided no Lessee Default shall have occurred and be continuing. In the event of such an election, Lessee shall pay such amount to Lessor, in immediately available funds, on or before the last day of the Then Applicable Term. If Lessee shall have so elected to purchase any of the Units of Equipment, shall have so paid the applicable purchase price and shall have fulfilled the terms and conditions of this Master Lease Agreement, then on the las t day of the Then Applicable Term (1) the Lease with respect to such Units of Equipment shall terminate and, except as provided in Section 26, Lessee shall be relieved of all of its obligations in favor of Lessor with respect to such Units of Equipment, and (2) Lessor shall transfer all of its interest in such Units of Equipment to Lessee “AS IS, WHERE IS,” without any warranty, express or implied, from Lessor, other than the absence of any liens or claims by or through Lessor. In the event Lessor and Less ee are unable to agree on the Fair Market Value of any Units of Equipment, Lessor shall, at Lessee’s expense, select an independent appraiser to conclusively determine such amount.

b. Reserved.

c. Return. Lessee may elect, by delivering to Lessor an End-of-Term Notice at least 30 days prior to the expiration of the Initial Term, any Renewal Term or any optional extension of the Initial Term or any Renewal Term, to return any or all of the Units of Equipment then subject to such Lease Schedule in accordance with Section 10 of this Master Lease Agreement.

IF LESSEE SHALL HAVE DELIVERED TO LESSOR AN END-OF-TERM NOTICE BY THE DATE SET FORTH HEREIN WITH RESPECT

TO A LEASE, BUT SHALL HAVE SUBSEQUENTLY FAILED TO COMPLY WITH ITS OBLIGATIONS ARISING FROM ITS ELECTIONS SPECIFIED THEREIN (E.G., LESSEE SHALL HAVE FAILED, ON OR BEFORE THE LAST DAY OF THE THEN APPLICABLE TERM (1) TO PAY LESSOR THE PURCHASE PRICE FOR EQUIPMENT TO BE PURCHASED IN ACCORDANCE WITH SECTION 4(A) ABOVE, OR (2)TO RETURN TO LESSOR EQUIPMENT TO BE RETURNED IN ACCORDANCE WITH SECTION 4(C) ABOVE), THEN

LESSEE SHALL CONTINUE TO PAY TO LESSOR RENT IN AN AMOUNT EQUAL TO THE MONTHLY RENT PAYMENT IN EFFECT

DURING THE INITIAL TERM (OR THE APPROPRIATE PRO RATA PORTION OF THE RENT PAYMENT THEN IN EFFECT IN THE

CASE OF RENT PAYABLE OTHER THAN ON A MONTHLY BASIS), ON A MONTH TO MONTH BASIS WITHOUT ANY ADDITIONAL NOTICE OR DOCUMENTATION UNTIL THE MUTUALLY AGREED UPON RETURN DATE OF THE EQUIPMENT. ALL OTHER PROVISIONS OF THIS MASTER LEASE AGREEMENT AND THE APPLICABLE LEASE SCHEDULE SHALL CONTINUE TO APPLY.

NOTWITHSTANDING ANY OF THE PROVISIONS OF THIS SECTION 4 TO THE CONTRARY, IF ANY LESSEE DEFAULT SHALL HAVE OCCURRED AND BE CONTINUING AT ANY TIME DURING THE LAST 90 DAYS OF THE THEN APPLICABLE TERM OF ANY LEASE

SCHEDULE, LESSOR MAY CANCEL ANY RENEWAL TERM OR OPTIONAL EXTENSION OF THE THEN APPLICABLE TERM IMMEDIATELY UPON WRITTEN NOTICE TO LESSEE.

5. RENT; LATE CHARGES. As lease payments (“Rent”) for the Equipment under any Lease Schedule, Lessee agrees to pay the amounts specified in the applicable Lease Schedule on the due dates specified in the applicable Lease Schedule. Lessee agrees to pay Lessor interest on any Rent payment or other amount due hereunder that is not paid within 1 5 days of its due date, at the rate of 1% per month (or such lesser rate as is the maximum rate allowable under applicable law). Lessee will make provision for such payme nts in budgets submitted to its governing body for the purpose of obtaining funding for the payments.

6. LEASES NON-CANCELABLE; NET LEASES; WAIVER OF DEFENSES TO PAYMENT. IT IS SPECIFICALLY UNDERSTOOD AND AGREED THAT EACH LEASE HEREUNDER SHALL BE NON -CANCELABLE (EXCEPT AS SET FORTH IN SECTION 7 HEREOF),

AND THAT EACH LEASE HEREUNDER IS A NET LEASE (SO THAT AMONG OTHER THINGS LESSEE SHALL PAY IN ADDITION TO THE RENT, TAXES, INSURANCE AND MAINTENANCE CHARGES RELATED TO THE EQUPMENT). LESSEE AGREES THAT IT HAS AN ABSOLUTE AND UNCONDITIONAL OBLIGAT ION TO PAY ALL RENT AND OTHER AMOUNTS WHEN DUE. LESSEE

HEREBY WAIVES ANY RECOUPMENT, CROSS -CLAIM, COUNTERCLAIM OR ANY OTHER DEFENSE AT LAW OR IN EQUITY TO

ANY RENT OR OTHER AMOUNT DUE WITH RESPECT TO ANY LEASE, WHETHER ANY SUCH DEFENSE ARISES OUT OF THIS MASTER LEASE AGREEMENT, ANY LEASE SCHEDULE, ANY CLAIM BY LESSEE AGAINST LESSOR, LESSOR’S ASSIGNEES OR SUPPLIER OR OTHERWISE. IF THE EQUIPMENT IS NOT PROPERLY INSTALLED, DOES NOT OPERATE OR INTEGRATE AS

REPRESENTED OR WARRANTED BY SUPPLIER OR IS UNSATISFAC TORY FOR ANY REASON WHATSOEVER, LESSEE WILL

MAKE ANY CLAIM ON ACCOUNT OF THOSE ISSUES SOLELY AGAINST SUPPLIER AND WILL NEVERTHELESS PAY ALL SUMS DUE WITH RESPECT TO EACH LEASE.

7. NONAPPROPRIATION. Notwithstanding anything contained in this Master Lease Agreement to the contrary, in the event that sufficient funds are not appropriated and budgeted by Lessee’s governing body or are not otherwise available from other legally available sources in any fiscal period for the payment of Rent and other amounts due un der any Lease, the Lease shall terminate on the last day of the fiscal period for which appropriations were received or other amounts are available to pay amounts due under the Lease without penal ty or expense to Lessee of any kind whatsoever, except as to the portions of Rent payments or other amounts herein agreed upon for which funds shall have been appropriated or are otherwise available. Lessee will immediately notify the Lessor or its assignee of such occurrence.

In the event of such termination, Le ssee shall immediately cease all use of the Equipment, and shall immediately de -install, disassemble, pack, crate, and return the Equipment subject to such Lease to Lessor (all in accordance with Section 10 of this Master Lease Agreement).

Such Equipment shall be in the same condition as when received by Lessee (reasonable wear, tear and depreciation resulting from normal and proper use excepted), shall be in good operating order and maintenance as required by this Lease, shall be free and clear of any liens (except Lessor’s lien) and shall comply with all applicable laws and regulations. Lessee agrees to execute and deliver to Le ssor all documents reasonably requested by Lessor or evidence the transfer of legal and beneficial title to such Equipment to Lessor and to evidence the termination of Lessee’s interest in such Equipment. Lessor will have all legal and equitable rights and remedies to take possession of the Equipment. At Lessor’s request, Lessee shall promptly provide supplemental documentation as to such Non-Appropriation satisfactory to Lessor. Lessee’s exercise of its rights pursuant to this Section 7 shall not affect the survival of any other provisions , including but not DocuSign Envelope ID: 89386442-81F6-451D-BCAF-EBAEC48ECDCF Docusign Envelope ID: E0CEF07E-BE36-4B21-B6FE-85EB4591C1F1 RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 62

limited to Section 16, (other than the obligation to lease the Equipment and pay amounts due under the Lease) which survive the termination of the Lease.

8. ASSIGNMENT OF PURCHASE DOCUMENTS. Lessee assigns to Lessor all of Lessee’s right, title and interest in and to (a) the Equipment described in each Lease Schedule, and (b) the Purchase Documents relating to such Equipment. Such assignment of the Purchase Documents is an assignment of rights only; nothing in this Master Lease Agreement shall be deemed to have relieved Lessee of any obligation or liability under any of the Purchase Documents, except that, as between Lessee and Lessor, Lessor shall pay the Contractor for the Equipment in accordance with Section 2(d) hereof. Lessee represents and warrants that it has reviewed and approved the Purchase Documents. In addition, if Lessor shall so request, Lessee shall deliver to Lessor a document acceptable to Lessor whereby Seller acknowledges and provides any required consent to such assignment. For the avoidance of doubt, Lessee covenants and agrees t hat it shall at all times during the Total Term of each Lease comply in all respects with the terms of any License Agreement relating to any Equipment leased thereunder. IT IS ALSO SPECIFICALLY UNDERSTOOD AND AGREED THAT NEITHER SUPPLIER NOR ANY

SALESPERSON OF SUPPLIER IS AN AGENT OF LESSOR, NOR ARE THEY AUTHORIZED TO WAIVE OR ALTER ANY TERMS OF THIS MASTER LEASE AGREEMENT OR ANY LEASE SCHEDULE.

9. ASSIGNMENT OF SUPPLIER WARRANTIES. To the extent permitted, Lessor hereby assigns to Lessee, for the Total Term of any Lease, all Equipment warranties provided by any Supplier in the applicable Purchase Documents. Lessee shall have the right to take any action it deems appropriate to enforce such warranties . In the event Lessee is precluded from enforcing any such warranty in its n ame, Lessor shall, upon Lessee’s request, take reasonable steps to enforce such warranty. In such circumstances, Lessee shall, promptly upon demand, reimburse Lessor for all expenses incurred by Lessor in enforcing the Supplier warranty. Any recovery re sulting from any such enforcement efforts shall be divided between Lessor and Lessee as their interests may appear.

10. EQUIPMENT RETURN REQUIREMENTS. At any time Lessee is required to return Equipment to Lessor under the terms of this Master Lease Agreement or any Lease Schedule, Lessee shall cause the Contractor to de -install and make the Equipment available for pick -up pursuant to the terms and conditions stated in the applicable Lease Schedule. In the case of any item of Software or License Agreement subject to a Lease Schedule, at the time of the occurrence of a Non-Appropriation or a Lessee Default, Lessee shall also be automatically deemed to have reassigned any License Agreement, and all Software.

11. EQUIPMENT USE, MAINTENANCE, AND ADDITIONS. Lessee is solely responsible for the selection, and operation of the Equipment and all costs related thereto. Lessee shall at all times operate and maintain the Equipment in good working order, repair, c ondition and appearance, and in accordance with the manufacturer’s specifications and recommendations. On reasonable prior notice to Lessee, Lessor and Lessor’s agents shall have the right, during Lessee’s normal business hours and subject to Lessee’s reasonable, standard security procedures, to enter the premises where the Equipment is located for the purpose of inspecting the Equipment and observing its use. If Lessor shall have provided to Lessee any tags or identifying labels, Lessor shall affix and maintain in a prominent position on each item of Equipment such tags or labels to indicate Lessor’s ownership of the Equipment. Except in the case of Software, Lessee shall, at its expense, enter into and maintain and enforce at all times during the Total Term of each Lease a maintenance agreement to service and maintain the related Equipment, upon terms, and with a provider reasonably acceptable to Lessor. Lessee shall make no alterations or additions to the Equipment, except those that (a) will not void any warranty made by the Supplier of the Equipment, result in the creation of any security interest, lien or encumbrance on the Equipment or impair the value or use of the Equipment either at the time made or at the end of the Term of the applicable Lease, and are readily removable without damage to the Equ ipment (“Optional Additions”), or (b) are required by any applicable law, regulation or order. All additions to the Equipment or repairs made to the Equipment, except Optional Additions, become a part of the Equipment and Lessor’s property at the time made; Optional Additions which have not been removed in the event of the return of the Equipment shall become Lessor’s property upon such return.

12. EQUIPMENT OWNERSHIP; LIENS; LOCATION. As between Lessor and Lessee, Lessor is the sole owner of the Equipment and has sole title thereto, Lessee shall not make any representation to any third party inconsistent with Lessor’s sole ownership of the Equipment.

Lessee covenants with respect to each Lease that: (i) it will not pledge or encumber the Equipment or Lessor’s interest in the Equipment in any manner whatsoever nor create or permit to exist any levy, lien or encumbrance thereof or thereon except those created by or through Lessor; (ii) the Equipment shall remain personal property whether or not affixed to real ty and shall not become a fixture or be made to become a part of any real property on which it is placed without Lessor’s prior written consent; and (iii) Lessee shall maintain the Equipment so that it does not become essential to and may be removed from a ny building in which it is placed without any damage to the building or the Equipment. Lessee may permit use of the Equipment by its affiliates or independent contractors at the Equipment Location provided it does not relinquish possession and control of the Equipment. Provided Lessee remains in possession and control of the Equipment, Lessee may relocate any Equipment from the Equipment Location specified in the applicable Lease Schedule to another of its locations within the State of the Equipment Locat ion upon prior written notice to Lessor specifying the new Equipment Location or to another of its locations within the United States after receiving the written consent of Lessor to such relocation. Lessee shall not locate or relocate any Equipment such that any third party comes into possession or control thereof without Lessor’s prior written consent; provided, however, that Lessor shall not unreasonably withhold its consent to the location or relocation of Equipment to a third party co -location or hosting facility if such third party shall have executed and delivered to Lessor a waiver agreement in form and substance acceptable to Lessor pursuant to which, among other things, such third party shall have waived any rights to the Equipment and agreed to surrender the Equipment to Lessor in the event of a Lessee Default under this Master Lease Agreement. Notwithstanding the foregoing, Lessor agrees that equipment usable outside of a fixed office environment, may be relocated on a non-permanent basis from the Equipment Location originally specified in the applicable Lease Schedule without Equipment; (ii) the primary employee remains in possession and control of the Equipment, and (iii) the prima ry employee’s principal office is the Equipment Location.

13. RISK OF LOSS AND INSURANCE. Lessee assumes any and all risk of loss or damage to the Equipment from the time such Equipment is in Lessee’s possession until such Equipment is returned to and is received by Lessor in accordance with the terms and DocuSign Envelope ID: 89386442-81F6-451D-BCAF-EBAEC48ECDCF Docusign Envelope ID: E0CEF07E-BE36-4B21-B6FE-85EB4591C1F1 RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 63

conditions of this Master Lease Agreement. Lessee agrees to keep the Equipment insured at Lessee’s expense against all risks of loss from any cause whatsoever, including without limitation, loss by fire (including extended coverage), theft and damage. Lessee agrees that such insurance shall name Lessor as a loss payee and cover not less than the replacement value of the Equipment. Lessee also agrees that it shall carry commercial general liability insurance in an amount not less than $2,000,000 total liability per occurrence and cause Lessor and its affiliates and its and their successors and assigns, to be named additional insureds under such insurance. Each policy shall provide that the insurance cannot be canceled without at least 30 days' prior written noti ce to Lessor, and no policy shall contain a deductible in excess of $25,000. Upon Lessor’s prior written consent, in lieu of maintaining insurance obtained by third party insurance carriers, Lessee may self-insure against such risks, provided that Lessor’s interests are protected to the same extent as if the insurance had been obtained by third party insurance carriers and provided further that such self -insurance program is consistent with prudent business practices with respect with such insurance risk. Lessee shall provide to Lessor (a) on or prior to the Acceptance Date for each Lease, and from time to time thereafter, certificates of insurance evidencing such insurance coverage throughout the Total Term of each Lease, and (b ) upon Lessor’s request, copies of the insurance policies. If Lessee fails to provide Lessor with such evidence, then Lessor will have the right, but not the obligation, to purchase such insurance protecting Lessor at Lessee’s expense. Lessee’s expense shall include the ful l premium paid for such insurance and any customary charges, costs or fees of Lessor. Lessee agrees to pay such amounts in substantial ly equal installments allocated to each Rent payment (plus interest on such amounts at the rate of 1% per month or such lesser r ate as is the maximum rate allowable under applicable law).

14. CASUALTY LOSS. Lessee shall notify Lessor of any Casualty Loss or repairable damage to any Equipment as soon as reasonably practicable after the date of any such occurrence but in no event later than 30 days after such occurrence. In the event any Casualty Loss shall occur, on the next Rent payment date Lessee shall (a) at Lessee’s option provided no Lessee Default has occurred nor an event that with the passage of time or provision of notice would constitute a Lessee Default has occurred and is continuing or (b) at Lessor’s option if a Lessee Default has occurred or an event that with the passage of time or provision of notice would constitute a Lessee Defa ult has occurred and is continuing (1) subject to Section 7 hereof, pay Lessor the Stipulated Loss Value of the Equipment suffering the Casualty Loss, or (2) substitute and replace each item of Equipment suffering the Casualty Loss with an item of Substitute Equipment. If Lessee shall pay the Stipulated Loss Value of the Equipment suffering a Casualty Loss, upon Lessor’s receipt in full of such payment the applicable Lease shall terminate as it relates to such Equipment and, except as provided in Section 26, Lessee shall be relieved of all obligations under the applicable Lease as it relates to such Equipment. If Lessee shall replace Equipment suffering a Casualty Loss with items of Substitute Equipment (i) the applicable Lease shall continue in full force and effect without any abatement of R ent with such Substitute Equipment thereafter being deemed to be Equipment leased thereunder, and (ii) Lessee shall deliver to Lessor a bill of sale o r other documentation, in either case in form and substance satisfactory to Lessor, in which Lessee shall represent and warrant that it has transferred to Lessor good and marketable title to all Substitute Equipment, free and clear of all liens, encumbrances and claims of others.

Upon Lessor’s receipt of such payment of Stipulated Loss Value in full, or such bill of sale or other documentation, as the case may be, Lessor shall transfer to Lessee all of Lessor’s interest in the Equipment suffering the Casualty Loss “AS IS, WHERE IS,” with out any warranty, express or implied, from Lessor, other than the absence of any liens or claims by or through Lessor. In the event of any repairable damage to any Equipment, the Lease shall continue with respect to such Equipment without any abatement of Rent and Lessee sha ll, at its expense, from insurance proceeds or other f unds legally available, promptly cause such Equipment to be repaired to the condition it is required to be maintained pursuant to Section 11.

15. TAXES. Lessor shall report and pay all applicable Taxes now or hereafter imposed or assessed by any governmental body, agency or taxing authority upon the purchase, ownership, delivery, installation, leasing, rental, use or sale of the Equipment, the Rent or other charges payable hereunder, or otherwise upon or in connection with any Lease, whether assessed on Lesso r or Lessee, other than any such Taxes required by law to be reported and paid by Lessee. Lessee shall promptly reimburse Lessor for all such applicable Taxes paid by Lessor, together with any penalties or interest in connection therewith attributable to Lessee’s acts or failure to act, excluding (a) Taxes on or measured by the overall gross or net income or items of tax preference of Lessor, (b) as to any Lease the related Equip ment, Taxes attributable to the period after the return of such Equipment to L essor, and (c) Taxes imposed as a result of a sale or other transfer by Lessor of any portions of its interest in any Lease or in any Equipment except for a sale of other transfer to Lessee or a sale or other transfer occurring after and during the continuance of any Lessee Default.

16. GENERAL LIABILITY. As between Lessor and Lessee, to the extent permitted by law, Lessee shall bear sole liability for any and all Claims arising directly or indirectly out of or in connection with any matter involving this Mas ter Lease Agreement, the Equipment or any Lease Schedule, including but not limited to the selection, manufacture, purchase, acceptance, rejection, ownership, delivery , lease, possession, maintenance, use (including any patent, trademark or copyright infringement), condition, return or operation of any Equipment or the enforcement of Lessor’s rights under any Lease. Notwithstanding the foregoing, Lessee shall have no liability for any Claim arising solely as a result of Lessor’s gross negligence or willful misconduct.

17. COVENANT OF QUIET ENJOYMENT. So long as no Lessee Default exists, and no event shall have occurred and be continuing which, with the giving of notice or the passage of time or both, would constitute a Lessee Default, neither Lessor nor any pa rty acting or claiming through Lessor, by assignment or otherwise, will disturb Lessee’s quiet enjoyment of the Equipment during the Total Term of the related Lease.

18. DISCLAIMERS AND LESSEE WAIVERS. LESSEE LEASES THE EQUIPMENT FROM LESSOR “AS IS, WHERE IS ”. IT IS SPECIFICALLY UNDERSTOOD AND AGREED THAT (A) EXCEPT AS EXPRESSLY SET FORTH IN SECTION 17, LESSOR MAKES

ABSOLUTELY NO REPRESENTATIONS OR WARRANTIES WHATSOEVER, EXPRESS OR IMPLIED, INCLUDING WITHOUT

LIMITATION, ANY REPRESENTATION OR WARRANTY WITH RE SPECT TO THE DESIGN, COMPLIANCE WITH SPECIFICATIONS,

QUALITY, OPERATION, OR CONDITION OF ANY EQUIPMENT (OR ANY PART THEREOF), THE MERCHANTABILITY OR FITNESS OF EQUIPMENT FOR A PARTICULAR PURPOSE, OR ISSUES REGARDING PATENT INFRINGEMENT, TITLE AND THE LIKE; (B)

LESSOR SHALL NOT BE DEEMED TO HAVE MADE, BE BOUND BY OR LIABLE FOR, ANY REPRESENTATION, WARRANTY OR PROMISE MADE BY THE SUPPLIER OF ANY EQUIPMENT (EVEN IF LESSOR IS AFFILIATED WITH SUCH SUPPLIER); (C) LESSOR DocuSign Envelope ID: 89386442-81F6-451D-BCAF-EBAEC48ECDCF Docusign Envelope ID: E0CEF07E-BE36-4B21-B6FE-85EB4591C1F1 RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 64

SHALL NOT BE LIABLE FOR ANY FAILURE OF ANY EQUIPMENT OR ANY DELAY IN THE DELIVERY OR INSTALLATION THEREOF; (D) LESSEE HAS SELECTED ALL EQUIPMENT WITHOUT LESSOR’S ASSISTANCE; AND (E) LESSOR IS NOT A MANUFACTURER OF ANY EQUIPMENT. IT IS FURTHER AGREED THAT LESSOR SHALL HAVE NO LIABILITY TO LESSEE, LESSEE’S CUSTOMERS, OR ANY THIRD PARTIES FOR ANY INCIDENTAL, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES

ARISING OUT OF THIS MASTER LEASE AGREEMENT OR ANY LEASE SCHEDULE OR CONCERNING ANY EQUIPMENT, OR FOR ANY DAMAGES BASED ON STRICT OR ABSOLUTE TORT LIABILITY OR LESSOR’S NEGLIGENCE; PROVIDED, HOWEVER, THAT

NOTHING IN THIS MASTER LEASE AGREEMENT SHALL DEPRIVE LESSEE OF ANY RIGHTS IT MAY HAVE AGAINST ANY PERSON OTHER THAN LESSOR. LESSOR AND LESSEE AGREE THAT THE LEASES SHALL BE GOVERNED BY THE EXPRESS

PROVISIONS OF THIS MASTER LEASE AGREEMENT AND THE APPLICABLE FUNDAMENTAL AGREEMENTS AND NOT BY THE CONFLICTING PROVISIONS OF ANY OTHERWISE APPLICABLE LAW. ACCORDINGLY, TO THE EXTENT PERMITTED BY APPLICABLE LAW, LESSEE WAIVES ANY RIGHTS AND REMEDIES CONFERRED UPON A LESSEE BY ARTICLE 2A OF THE UCC (INCLUDING, BUT NOT LIMITED TO, LESSEE’S RIGHTS, CLAIMS AND DEFENSES UNDER UCC SECTIONS 2A -303 AND 2A-508 THROUGH 2A-522) AND THOSE RIGHTS NOW OR HEREAFTER CONFERRED BY STATUTE OR OTHERWISE, IN EITHER CASE THAT ARE INCONSISTENT WITH OR THAT WOULD LIMIT OR MODIFY LESSOR’S RIGHTS SET FORTH IN THIS MASTER LEASE AGREEMENT.

19. LESSEE WARRANTIES. Lessee represents, warrants and covenants to Lessor with respect to each Lease that: (a) Lessee is an agency or department of, institution of higher education, or a political subdivision of the state in which it is located; (b) Lessee has the power and authority to enter into each of the Fundamental Agreements; (c) all Fundamental Agreements are legal, valid and binding o bligations of Lessee, enforceable against Lessee in accordance with their terms and do not violate or create a default under any instr ument or agreement binding on Lessee; (d) there are no pending or threatened actions or proceedings before any court or administrative agency that could reasonably be expected to have a material adverse effect on Lessee or any Fundamental Agreement, unless such actions have been disclosed to Lessor and consented to in writing by Lessor; (e) Lessee shall comply in all material respects with all laws and regulations the violation of which could have a material adverse effect upon the Equipment or Lessee’s performance of its obligations under a ny Fundamental Agreement; (f) each Fundamental Agreement shall be effective against all creditors of Lessee under applicable law, including fraudulent conveyance and bulk transfer laws, and shall raise no presumption of fraud; (g) all financial statements, certificates or summaries relating to Lessee’s financial condition, fiscal budget or the asse ssment and collection of taxes and other related information furnished by Lessee shall be prepared in accordance with generally accepted accounting principles in the United States in effect at that t ime and shall fairly present Lessee’s financial position as of the dates given on such statements; (h) since the date of the most recent annual financial statement, there has been no material adverse change in the financial condition of, or the level of assessment or collection of taxes by, the Lessee; (i) the E quipment, subject to the Lease, is essential to the immediate performance of a governmental or proprietary function by Lessee within the scope of its authority and will be used during the Term of the Lease only by Lessee and only to perform such function; (j) Lessee intends to use the Equipment for the entire Term of the Lease and all Equipment will be used for business purposes onl y and not for personal, family or household purposes; (k) Lessee has complied fully with all applicable law governing open meet ings, public bidding and appropriations required in connection with the Lease and the acquisition of the Equipment; (l) there has been no material change in the budget for Lessee’s current Fiscal Period since its adoption; (m) Lessee’s obligations to pay R ent and any other amounts due under the Lease constitute a current expense and not a debt of Lessee under applicable state law; (n) no provision of the Lease constitutes a pledge of the tax or general revenues of Lessee; (o) Lessee does not export, re -export, or transfer any Equipment, Software, system software or source code or any direct product thereof to a prohibited destination, or to nationals of proscribed countries wherever located, without prior authorization from the United States government and other applicable governments; (p) Lessee does not use any Equipment, Software or system software or technology, technical data, or technical assistance related thereto or the products thereof in the design, development, or production of nuclear, missile, ch emical, or biological weapons or transfer the same to a prohibited destination, or to nationals of proscribed countries wherever located, without prior authorization from the United States and other applicable governments; and (q) Lessee is not an entity d esignated by the United States government or any other applicable government with which transacting business without the prior consent of such government is prohibited.

20. DEFAULT. Any of the following shall constitute a default by Lessee (a “Lessee Default ”) under this Master Lease Agreement and all Leases: (a) Lessee fails to pay any Rent payment or any other amount payable to Lessor under this Master Lease Agreement or any Lease Schedule within 45 days after its due date; or (b) Lessee defaults on or brea ches any of the other terms and conditions of any Material Agreement, and fails to cure such breach within 45 days after written notice thereof from Lessor; or (c) any representation or warranty made by Lessee in any Material Agreement proves to be incorrect in any material respect when made or reaffirmed; or (d) any change occurs in relation to Lessee’s financial condition that, in Lessor’s opinion, would have a material adverse effect on Lessee’s ability to perform its obligations under this Master Lease Agreement or under any Lease Schedule; or (e) Lessee becomes insolvent or fails generally to pay its debts as they become due; or (f) a proceeding under any bankruptcy, reorganization, arrangement of debt, insolvency or receiv ership law is filed by or against Lessee (and if such proceeding is involuntary, it is not dismissed within 60 days after the filing thereof) or Lessee takes any action to authorize any of the foregoing matters; or (g) any letter of credit or guaranty issued in support of a Lease is revoked, breached, canceled or terminated (unless consented to in advance by Lessor); or (h) any Equipment is levied against, seized or attached.

21. REMEDIES. If a Lessee Default occurs, Lessor may, in its sole discretion, exercise one or more of the following remedies: (a) declare all amounts due and to become due during Lessee’s current fiscal year to be immediately due and payable; or (b) terminate thi s Master Lease Agreement; or (c) take possession of, or render unusable, the Equipment without demand or notice and without any court order or other process of law in accordance with Lessee’s reasonable security procedures, and no such action shall constitute a t ermination of any Lease; or (d) require Lessee to immediately pay to Lessor, as compensation for loss of Lessor’s bargain and not as a penalty, a sum equal to: (1) All past due payments and all other amounts payable under the Lease, and (2) pay all unpaid payments for the remainder of the lease term, discounted at a rate equal to three percent (3%) per year to the date of default; and require Lessee to make the Equipment available to return as specified in Section 10 above or (e) exercise any other right or remedy available to Lessor at law or in equity. Also, Lessee shall pay Lessor (i) all costs and expenses that Lessor may incur to maintain, safeguard or preserve the Equipment, an d other DocuSign Envelope ID: 89386442-81F6-451D-BCAF-EBAEC48ECDCF Docusign Envelope ID: E0CEF07E-BE36-4B21-B6FE-85EB4591C1F1 RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 65

expenses incurred by Lessor in enforcing any of the terms, conditions or provisions of this Master Lease Agreement (including reasonable legal fees and collection agency costs) and (ii) all costs incurred by Lessor in exercising any of its remedies hereunder (including reasonable legal fees). Upon repossession or surre nder of any Equipment, Lessor will lease, sell or otherwise dispose of the Equipment in a commercially reasonable manner, with or without notice and at public or private sale, and apply the net proceeds thereof to t he amounts owed to Lessor under this Mast er Lease Agreement; provided, however, that Lessee will remain liable to Lessor for any deficiency that remains after any sale or lease of such Equipment. Any proceeds of any sale or lease of such Equipment in excess of the amou nts owed to Lessor under this Master Lease Agreement will be retained by Lessor. Lessee agrees that with respect to any notice of a sale required by law to be given, 10 days' notice will constitute reasonable notice. With respect to any exercise by Lessor of its right t o recover and/or dispose of any Equipment or other Collateral securing Lessee’s obligations under the applicable Lease Schedule, Lessee acknowledges and agrees as follows: (i) Lessee shall cause Contractor to prepare the Equipment or any other Collateral for disposi tion, (ii) Lessor may comply with any applicable state or federal law requirements in connection with any disposition of the Equipment or other Col lateral, and any actions taken in connection therewith shall not be deemed to have adversely affected the com mercial reasonableness of any such disposition, and (iii) Lessor may convey the Equipment and any other Collateral on an “AS IS, WHERE IS” basis, and without li miting the generality of the foregoing, may specifically exclude or disclaim any and all warranties, including any warranty of title or the like with respect to the disposition of the Equipment or other Collateral, and no such conveyance or such exclusion or such disclaimer of any warranty shall be deemed to have adversely affected the commercial rea sonableness of any such disposition. These remedies are cumulative of every other right or remedy given hereunder or now or hereafter existing at law or in equity or by statute or otherwise, and may be enforced concurrently therewith or from time to time.

22. PERFORMANCE OF LESSEE’S OBLIGATIONS. If Lessee fails to perform any of its obligations hereunder, Lessor may perform any act or make any payment that Lessor deems reasonably necessary for the maintenance and preservation of the Equipment and Less or’s interests therein; provided, however, that the performance of any act or payment by Lessor shall not be deemed a waiver of, or release Lessee from, the obligation at issue. All sums so paid by Lessor, together with expenses (including legal fees and costs) incurred by Lessor in connection therewith, and shall be paid to Lessor by Lessee immediately upon demand.

23. TRUE LEASE; SECURITY INTEREST; MAXIMUM RATE. Each Lease is intended to be a “Finance Lease” as defined in Article 2A of the UCC, and Lessee hereby authorizes Lessor to file a financing statement to give public notice of Lessor’s ownership of the Equipment.

The parties’ intent that each Lease be a “Finance Lease” within the meaning of Article 2A and the UCC shall have no effect on the characterization of any Lease for accounting purposes, which characterization shall be made by each party independently on the basis of generally accepted accounting principles in the United States in effect at the time. Lessee, by its execution of each Lease Schedule, acknowledges that Lessor has informed it that (a) the identity of Seller is set forth in the applicable Lease Schedule, (b) Lessee is entitled under Article 2A of the UCC to the promises and warranties, including those of any third party, provided to Lessor in connection with, or as a part of, the applicable Purchase Documents, and (c) Lessee may communicate with Seller and receive an accurate and complete statement of the promises and warranties, including any disclaimers and limitations of them or of remedies. If (1) notwithstanding the express intention of Lessor and Lessee to enter into a true lease, any Lease is ever deemed by a court of competent jurisdiction to b e a lease intended for security, or (2) Lessor and Lessee enter into a Lease with the intention that it be treated as a lease intended as security by so providing in the applicable Lease Schedule, then to secure payment and performance of Lessee’s obligations under this Master Lease Agreement and all Lease Schedules, Lessee hereby grants Lessor a purchase money security interest in the related Equipment and in all attachments, accessories, additions, substitutions, products, replacements, rentals and proceeds (including, without limitati on, insurance proceeds) thereto as well as a security intere st in any other equipment financed pursuant to this Master Lease Agreement or any other agreement between Lessor and Lessee (collectively, the “Collateral”). In any such event, notwithstanding any provisions cont ained in this Master Lease Agreement or in any Lease Schedule, neither Lessor nor any Assignee shall be entitled to receive, collect or apply as interest any amount in excess of the maximum rate or amount permitted by applicable law. In the event Lessor or any Assignee ever rec eives, collects or a pplies as interest any amount in excess of the maximum amount permitted by applicable law, such excess amount shall be applied to the unpaid principal balance and any remaining excess shall be refunded to Lessee. In determining whether the interest paid or payable under any specific contingency exceeds the maximum rate or amount permitted by applicable law, Lessor and Lessee shall, to the maximum extent permitted under applicable law, characterize any non -principal payment as an expense or fee rather than as interest, exclude voluntary prepayments and the effect thereof, and spread the total amount of interest over the entire term of this Ma ster Lease Agreement and all Lease Schedules.

24. ASSIGNMENT. Lessor shall have the unqualified right to sell, assign, grant a security interest in or otherwise convey any part of its interest in this Master Lease Agreement, any Lease Schedule, or any Equipment, in whole or in part, with prior notice to Lessee. If any Lease is sold, assigned, or otherwise conveyed, Lessee agrees that Lessor’s purchaser, assignee or transferee, as the case may be (“Assignee”) shall (a) have the same rights, powers and privileges that Lessor has under the applicable Lease, (b) have the right to receive from Lessee all amounts due under the applicable Lease; and (c) not be required to perform any obligations of Lessor, other than those that are expressly assumed in writing by such Assignee. Lessee agrees to execute such acknowledgements to such assignment as may be reasonably requested by Lessor or the Assignee. Lessee further agrees that, in any action brought by such Assignee against Lessee to enforce Lessor’s rights hereunder, Lessee will not assert against such Assignee any set-off, defense or counterclaim that Lessee may have against Lessor or any other person. Unless otherwise specified by Lessor and the Assignee, Lessee shall continue to pay all amounts due under the applicable Lease Schedule to Lessor; provided, however, that upon notification from Lessor and the Assignee, Lessee covenants to pay all amounts due under the applicable Lease Schedule to such Assignee when due and as directed in such notice. Lessee further agrees that any Assignee may further sell, assign, grant a security interest in or otherwise convey its rights and interests under the applicable Lease Schedule with the same force and effect as the assignment described herein. Lessee may not assign, transfer, sell, sublease, pledge or otherwise dispose of this Master Lease Agreement, any Lease Schedule, any Equipment or any interest therein without the prior written consent of Lessor, which consent shall not be unreasonably withheld so long as any such proposed assignee is of equal or better creditworthiness than Lessee, and appropriate documentation has been signed and provided to Lessor, all as Lessor shall determine. Lessor shall remain liable for all of its obligations under this Master Lease Agreement, or any Lease Schedule not otherwise assigned to Assignee pursuant to this Section 24 unless Lessee otherwise agrees in writing.

25. FURTHER ASSURANCES. Lessee agrees to promptly execute and deliver to Lessor such further documents and take such further action as Lessor may require in order to more effectively carry out the intent and purpose of this Master Lease Agreement and any Lease Schedule. Without limiting the generality of the foregoing, Lessee agrees (a) to furnish to Lessor from time to time, its ce rtified financial statements, officer’s certificates and appropriate resolutions, opinions of counsel and such other information and documents as Lessor may reasonably request, and (b) to execute and timely deliver to Lessor such documents that Lessor deems necessary to perfect or protect Lessor’s security interest in the Collateral or to evidence Lessor’s interest in the Equipment. It is also agreed that Lessor or Lessor’s agent may file as a financing statement, any lease document (or copy thereof, where permitted by law) or other financing statement that Lessor deems appropriate to perfect or protect Lessor’s security interest in the Collateral or to evidence Lessor’s interest in the Equipment. Upon demand, Lessee will promptly reimburse Lessor for any filing or recordation fees or expenses (including leg al fees and costs) incurred by Lessor in perfecting or protecting its interests in any Collateral. Lessee represents and warrants that Lessee’s name as set forth in the signature block below is Lessee’s full and accurate legal name and that the informatio n set forth on the first page hereof regarding its organization number, tax identification number and location is true and correct as of the date hereof. Lessee further agrees to provide Lessor advance written notice of any change in the foregoing.

26. TERM OF MASTER LEASE AGREEMENT; SURVIVAL. This Master Lease Agreement shall commence and be effective upon the execution hereof by both parties and shall continue in effect until terminated by either party by 30 days prior written notic e to the other, provided that the effective date of the termination is after all obligations of Lessee arising hereunder and pursuant to any Lease Schedule have been fully satisfied. Notwithstanding the foregoing, all representations, warranties and covenants made by Lessee hereunder shall survive the termination of this Master Lease Agreement and shall remain in full force and effect. All of Lessor’s rights and privileges under this Master Lease Agreement or any Lease Schedule, to the extent they are fairly attributable to events or conditions occurring or existing on or prior to the expiration or termination of such Lease, shall survive such expiration or termination and be enforceable b y Lessor and Lessor’s successors and assigns.

27. WAIVER OF JURY TRIAL. LESSEE AND LESSOR HEREBY EXPRESSLY WAIVE ANY RIGHT TO DEMAND A JURY TRIAL WITH

RESPECT TO ANY ACTION OR PROCEEDING INSTITUTED BY LESSOR OR LESSEE IN CONNECTION WITH THIS MASTER LEASE AGREEMENT OR ANY FUNDAMENTAL AGREEMENT.

28. NOTICES. All notices, requests, demands, waivers and other communications required or permitted to be given under this Master Lease Agreement or any related Fundamental Agreement shall be in writing and shall be deemed to have been received upon receipt if delivered personally or by a nationally recognized overnight courier service, or by confirmed facsimile transmission, or 3 days after deposit in the United States mail, certified, postage prepaid with return receipt requested, addressed as follows (or such other address or fax number as either party shall so notify the other):

If to Lessor:

Hewlett-Packard Financial Services Company
200 Connell Drive, Suite 5000
Berkeley Heights, NJ 07922
Attn: Director of Operations North America
Fax: (908) 898-4109
If to Lessee:
__________________________________________
__________________________________________
__________________________________________
Attn: ____________(“Authorized Lessee Representative”)
Fax:

29. MISCELLANEOUS
(a) Governing Law. THIS MASTER LEASE AGREEMENT AND EACH LEASE SCHEDULE SHALL BE GOVERNED BY THE INTERNAL LAWS (AS OPPOSED TO CONFLICTS OF LAW PROVISIONS) OF THE STATE OF EQUIPMENT LOCATION. (b) Credit Review. Lessee consents to a reasonable credit review by Lessor for each Lease. (c) Captions and References. The captions contained in this Master Lease Agreement and any Lease Schedule are for convenience only and shall not affect the interpretation of this Master Lease Agreement or any Lease Schedule. All references in this Master Lease Agreement to Sections and Exhibits refer to Sections hereof and Exhibits hereto unless otherwise indicated. (d) Entire Agreement; Amendments. This Master Lease Agreement and any related Fundamental Agreements executed by both Lessor and Lessee supersede all prior agreements relating thereto, whether written or oral, and may not be amended or modified except in a writing signed by the parties hereto.
(e) No Waiver. Any failure of Lessor to require strict performance by Lessee, or any written waiver by Lessor of any provision hereof, shall not constitute consent or waiver of any other breach of the same or any other provision hereof. (f) Lessor Affiliates. Lessee understands and agrees that Hewlett-Packard Financial Services Company or any affiliate or subsidi ary thereof may, as lessor, execute Lease Schedules under this Master Lease Agreement, in which event the terms and conditions of the applicable Lease Schedule and this Master Lease Agreement as it relates to the lessor under such Lease shall be binding upon and shall inure to the benefit of such entity executing such Lease as lessor, as well as any successors or assigns of such entity. Lessee agrees that Lessor may disclose any information provided by Lessee to Lessor or created by Lessor in the course o f administering the Material Agreements to any parent or affiliate of Lessor.
(g) Invalidity. If any provision of this Master Lease Agreement or any Lease Schedule shall be prohibited by or invalid under law, such provision shall be ineffective only to th e extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Master Lease Agreement or such Lease Schedule. (h) Counterparts. This Master Lease Agreement may be executed in counterparts, which collectively shall constitute one document. (i) Lessor Reliance. Lessor may act in reliance upon any instruction, instrument or signature reasonably believed by Lessor in good faith to be genuine. Lessor may assume that any employee of Lessee w ho executes any document or gives any written notice, request or instruction has the authority to do so.

30. DEFINITIONS. All capitalized terms used in this Master Lease Agreement have the meanings set forth below or in the Sections of this Master Lease Agreement referred to below:
“Acceptance Certificate” means an Acceptance Certificate in substantially the form of Exhibit B executed by Lessee and delivered to Lessor in accordance with Section 3.
“Acceptance Date” means, as to any Lease, the date Lessee shall have accepted the Equipment subject to such Lease in accordance with Section 3.
“Authorized Lessee Representative” has the meaning specified in Section 28. “Assignee” means any assignee of all or any portion of Lessor’s interest in this Master Lease Agreement, any Lease Schedule or any Equipment, whether such assignee received the assignment of such interest from Lessor or a previous assignee of such interest. “Casualty Loss” means, with respect to any Equipme nt, the condemnation, taking, loss, destruction, theft or damage beyond repair of such Equipment.
“Casualty Value” means, as to any Equipment, an amount determined as of the date of the Casualty Loss or Lessee Default in question (“Calculation Date”) pursuant to a “Table of Casualty Values” attached to the applicable Lease Schedule or, if no “Table of Casualty Values” is attached to the applicable Lease Schedule, an amount equal to the sum of (a) the present value (as of the Calculation Date and discounted at the Discount Rate compounded monthly) of all Rent payments payable after the Calculation Date through the scheduled date of expiration of the Then Applicable Term, plus (b) an amount determined by multiplying the applicable casualty percentage specified below by the Total Cost of such Equipment. The “Discount Rate” shall mean a rate equal to the 2 year inter-bank swap rate quoted by Bloomberg L.P. (or, where not available, such other 2 year inter-bank swap rate quoted by a commercially available publication reasonably designated by us) at the Acceptance Date of the applicable Lease Schedule. The applicable casualty percentage will be 50% for Equipment having an Initial Term of less than 24 months; 40% for Equipment having an Initial Term of 24 months o r greater, but less than 36 months; 30% for Equipment having an Initial Term of 36 months or greater, but less than 48 months; and 25% for Equipment having an Initial Te rm of 48 months or greater.
“Claims” means all claims, actions, suits, proceedings, co sts, expenses (including, without limitation, court costs, witness fees and attorneys’ fees), damages, obligations, judgments, orders, penalties, fines, injuries, liabilities and losses, including, without limitation, actions based on Lessor’s strict liability in tort.
“Code” means the Internal Revenue Code of 1986, as amended. “Collateral” has the meaning specified in Section 23.
“Daily Rent” means, as to any Lease Schedule, an amount equal to the per diem Rent payable under the applicable Lease Schedule (calculated on the basis of a 360 day year and 30 day months). “End-of-Term Notice” means, as to any Lease Schedule, a written notice delivered by Lessee to Lessor at least 30 days prior to the end of the Initial Term, any Renewal Term or any optional exte nsion of the Initial Term or any Renewal Term setting forth Lessee’s elections pursuant to Section 4 with respect to the Equipment subject to such Lease Schedule. Each End-of-Term Notice shall specify on a line item basis and in the same format as the Equipment is described in the applicable Lease Schedule (or if different, in the applicable Acceptance Certificate) the Units of Equipment to be purchased by Lessee (if any), as to which the Lease is to be renewed (if any) and t hat are to be returned to Lessor (if any).
“Equipment” has the meaning specified in Section 1.
“Equipment Location” means, as to any Equipment, the address at which such Equipment is located from time to time, as originally specified in the applicable Lease Schedule and as subsequently specified in a notice delivered to Lessor pursuant to Section 12, if applicable.
“Fair Market Value” means the total price that would be paid for any specified Equipment in an arm’s length transaction between an informed and willing buyer (other than a use d equipment dealer) under no compulsion to buy and an informed and willing seller under no compulsion to sell. Such total price shall not be reduced by the costs of removing such Equipment from its current location or moving it to a new location.
“Final Invoice Amount” has the meaning set forth in Section 2(c). “First Payment Date” means, as to any Lease Schedule, the date the first Rent payment with respect to the Initial Term of such Lease Schedule is due, as determined pursuant to the terms of the applicable Lease Schedule. “Fiscal Period” shall mean the fiscal year of Lessee, as it may be more particularly described in a Lease Schedule. “Fundamental Agreements” means, collectively, this Master Lease Agreement, each Lease Schedule and Acceptance Certificate as part of the Participating Addendum Number _______ to Contract for the NASPO ValuePoint Master Agreement Number _______ with Lessee as the Participating Entity and all Material Agreements. “Hardware” means items of tangible equipment and other property. “Initial Term” means, as to any Lease, the initial term thereof as specified in the related Lease Schedule. “Lease” has the meaning specified in Section 2(a).
“Lessee” has the meaning specified in the preamble hereof. “Lessee Default” has the meaning specified in Section 20. “Lessor” has the meaning specified in the preamble hereof. “License Agreement” means any license agreement or other document granting the purchaser the right to use Software or any technical information, confidential business information or other documentation relating to Hardware or Software, as amended, modified or supplemented by any other agreement between the licensor and Lessor. “Master Lease Agreement” has the meaning specified in the preamble hereof. “Material Agreements” means, collectively, all Fundamental Agreements, all other material agreements by and between Lessor and Lessee, and any application for credit, financial statement, or financial data required to be provided by Lessee in connection with any Lease. “Non-Appropriation” has the meaning specified in Section 7. “Optional Additions” has the meaning specified in Section 11. “Purchase Documents” means, as to any Equipment, any purchase order, contract, bill of sale, License Agreement, invoice and/or other documents that Lessee has, at any time, approved, agreed to be bound by or entered into with any Supplier of such Equipment r elating to the purchase, ownership, use or warranty of such Equipment.

“Renewal Agreement” has the meaning specified in Section 4. “Renewal Term” has the meaning specified in Section 4.
“Rent” has the meaning specified in Section 5.
“Schedule” means, unless the context shall otherwise require, a Schedule executed by Lessor and Lessee pursuant to Section 2(a). “Seller” means, as to any Equipment, the seller of such Equipment as specified in the applicable Schedule. “Software” means copies of computer software programs owned or licensed by Lessor, and any disks, CDs, or other media on which such programs are stored or written.
“State” means any of the states of the United States, its territories and possessions. “Stipulated Loss Value” means, as to any Equipment, an amount equal to the sum of (a) all Rent and other amounts due and owing with respect to such Equipment as of the date of payment of such amount, plus (b) the Casualty Value of such Equipment. “Substitute Equipment” means, as to any item of Hardware or Software subject to a Lease, a substantially equivalent or better item of Hardware or Software having equal or greater capabilities and equal or greater Fair Market Value manufactured or licensed by the same manufacturer or licensor as such item of Hardware or Software subject to a Lease. The determination of whether any item of Equipment is substantially equivalent or better than an item of Equipment subject to a Lease shall be based on all relevant facts and circumstances. “Supplier” means as to any Equipment, the Seller and the manufacturer or licensor of such Equipment collectively, or where the context requires, any of them.
“System Software” means an item of Software that is pre -loaded on an item of Hardware purch ased by Lessor for lease hereunder for which the relevant Purchase Documents specify no purchase price separate from the aggregate purchase price specified for such items of Hardware and Software.
“Taxes” means all license and registration fees and all taxes (local, state and federal), fees, levies, imposts, duties, assessments, charges and withholding of any nature whatsoever, however designated (including, without limitation, any value added, transfer, sales , use, gross receipts, business, occupation, exc ise, personal property, real property, stamp or other taxes) other than taxes measured by Lessor’s income.
“Term” means the term thereof as specified in the related Lease Schedule. “Then Applicable Term” means, as to any Lease, the term of the Lease in effect at the time of determination, whether it be the Initial Term, any Renewal Term or any optional or other automatic extension of the Initial Term or any Renewal Term pursuant to Section 4. “Total Cost” means as to any Lease, the total acquisition cost to Lessor of the Equipment subject to such Lease as set forth in the applicable Purchase Documents, including related delivery, installation, taxes and other charges which Lessor has agreed to pay and treat as a portion of such acquisition cost, if any.
“Total Term” means, as to any Lease, the aggregate term of such Lease, including the Initial Term, any Renewal Term and any optional extension of the Initial Term or any Renewal Term pursuant to Section 4. “UCC” means the Uniform Commercial Code as enacted and in effect in any applicable jurisdiction. “Unit of Equipment” means, as to the Equipment leased pursuant to any Lease Schedule (a) each individual item Equipment leased pursuant to such Lease Schedule, and (b) all Equipment taken as a whole leased pursuant to such Lease Schedule.

Exhibit A to Master Lease Agreement

Master Lease Agreement Number ______________

Lease Schedule Number _______________

COUNTERPART NO. _______ OF _______. TO THE EXTENT THAT THIS LEASE SCHEDULE CONSTITUTES CHATTEL PAPER (AS DEFINED ON THE UCC), NO SECURITY INTEREST IN THIS LEASE SCHEDULE MAY BE CREATED THROUGH THE TRANSFER OR POSSESSION OF ANY COUNTERPART OTHER THAN COUNTERPART NO. 1.

STATE AND LOCAL GOVERNMENT MASTER FMV LEASE AGREEMENT

SCHEDULE

Hewlett-Packard Financial Services Company2 (“Lessor”) and _______________, an agency, department, institution of higher education, or political subdivision of the State of _ _______ (“Lessee”) are parties to the State and Local Government Master FMV Lease Agreement identified by the Master Lease Agreement Number specified above (the “Master Lease Agreement”). This Lease Schedule (which shall be identified by the Lease Schedule Number specified above) and the Master Lease Agreement together comprise a separate Lease between the parties. The terms and conditions of the Master Lease Agreement are hereby incorporated by reference into this Lease Schedule. All capitalized terms used in this Lease Schedule without definition have the meanings ascribed to them in the Master Lease Agreement.

1. LEASE.

A. Description of Items of Leased Equipment Total Cost $
B. Initial Term: _________ Months.

2. RENT: $_______________

RENT is payable: «Frequency» in «Advance_or_Arrears»

If the Rent is due in advance, then the first Rent payment shall be due on the Acceptance Date. If the Rent is due in arrears, then the first Rent payment shall be due at the end of the first payment frequency period as selected above.

3. LATEST COMMENCEMENT DATE: ____________. Lessor’s obligation to purchase and lease the Equipment is subject to the Acceptance Date being on or before the Latest Commencement Date.

4. EQUIPMENT LOCATION: __________________________________________________________________________________

5. SELLER: _______________________________________________________________________________________________

6. APPROPRIATIONS: Monies for all Rent and other payments due under the Lease Schedule for the Fiscal Period ending ___________ are available from Lessee's appropriated funds for such Fiscal Period and that appropriations and/or other f unds have been encumbered or designated for the payment of all Rent and other payments that shall become due under the Lease in such Fiscal Period.

ADDITIONAL PROVISIONS: With respect to this Lease Schedule only, Section 10 of this Master Lease Agreement is hereby replaced in its entirety with the following:

“10. EQUIPMENT RETURN REQUIREMENTS. As soon as practical following the last day of the Total Term of any Lease Schedule (and any other time Lessee is required to return Equipment to Lessor), but in no event later than thirty (30) days thereafter, Lessee shall cause the Contractor to (a) remove any Lessee labels, tags or other identifying marks and all hard drives or external drives containing identifying data of Lessee on or attached to the Equipment (b) carefully de-install the Equipment in accordance with the manufacturer's specifications and guidelines, and (c) make all of the Equipment available for Lessor’s pick-up at a loading dock at Lessee’s facilities, which must be accessible to a full size tractor trailer (individually each a "Designated Pick-up Location" and collectively the "Designated Pick-up Locations"). In the case of any item of Software to be returned to Lessor, Lessee shall also deliver to Lessor the original certificate of authenticity issued by the licensor of such Software, if any, the end user license agreement, any CD-ROM, diskettes or other media relating to such Software and any other materials originally delivered to Lessee with such Software. Tender of Equipment for return to Lessor shall be made at a mutually agreeable time during normal business hours and Lessee shall provide Lessor with not less than five (5) business days advance notice for any requested pick up. Lessor

2 Authorized to do business in the name of Hewlett-Packard Financial Services Company, Inc. in the states of Alabama and New York.

shall cause its authorized carrier to pack the Equipment, pick up the Equipment at the applicable Designated Pick-up Location, and to ship the Equipment, insured, to Lessor’s designated return facility. So long as the Designated Pick-up Location is within the State Lessee is located, and Lessee tenders Equipment under the Lease Schedule for pick-up of Equipment at each Designated Pick-up Location (“Minimum Pickup”), all actual charges from the Designated Pick-up Locations to Lessor’s return facility(ies) shall be borne by Lessor; provided, however, that, Lessee shall pay further return charges if any one or more of the foregoing assumptions in this sentence are not applicable as follows: a) in the event Lessee fails to tender the Minimum Pickup, Lessee shall pay a minimum charge of $______ ) which shall be payable by Lessee promptly upon Lessor’s demand therefor after the return of the Equipment into Lessor’s possession. All Equipment shall be returned to Lessor in the same condition and working order as when delivered to Lessee, reasonable wear and tear excepted.

7. FISCAL PERIOD: ___[Annual]_____________________

LESSOR AGREES TO LEASE TO LESSEE AND LESSEE AGREES TO LEASE FROM LESSOR THE EQUIPMENT DESCRIBED IN SECTION 1.A ABOVE. SUCH LEASE WILL BE GOVERNED BY THIS MASTER LEASE AGREEMENT AND THIS LEASE SCHEDULE, INCLUDING THE IMPORTANT ADDITIONAL TERMS AND CONDITIONS SET FORTH ABOVE. LESSEE HEREBY REPRESENTS AND

WARRANTS THAT ON AND AS OF THE DATE HEREOF EACH OF THE REPRESENTATIONS AND WARRANTIES MADE BY LESSEE IN THIS MASTER LEASE AGREEMENT ARE TRUE, CORRECT AND COMPLETE.

Exhibit B to Master Lease Agreement

Master Lease Agreement Number ____________________

Lease Schedule Number _______________

STATE AND LOCAL GOVERNMENT MASTER FAIR MARKET VALUE (FMV) LEASE AGREEMENT

ACCEPTANCE CERTIFICATE

Hewlett-Packard Financial Services Company3 (“Lessor”) and ________________, an agency, department, institution of higher education, or political subdivision of the State of __________ (“Lessee”) are parties to the State and Local Government Master FMV Lease Agreement (the “Master Lease Agreement”) and Lease Schedule under such Master Lease Agreement (the “Lease Schedule”) identified by the Master Lease Agreement Number and Lease Schedule Number, respectively, specified above. The Master Lease Agreement and Lease Schedule together comprise a separate Lease that is being accepted and commenced pursuant to this Acceptance Certificate. All capitalized terms used in this Acceptance Certificate without definition have the meanings ascribed to them in the Master Lease Agreement.

1. LEASE ACCEPTANCE. Lessee hereby acknowledges that the Equipment described in Section 1 of the Lease Schedule, or if different, the Equipment described in the attached invoice or other attachment hereto, has been delivered to the Equipment Location specified below, inspected by Lessee and found to be in good operating order and condition, and has been unconditionally and irrevocably accep ted by Lessee under the Lease evidenced by the Master Lease Agreement and the Lease Schedule as of the Acceptance Date set forth below.

Lessee authorizes Lessor to adjust the Rent payments on the Lease Schedule to reflect the Final Invoice Amount set forth on the attached invoice(s) if such amount is lower than the Total Cost on the Lease Schedule.

Lessee hereby acknowledges its agreement to pay Lessor Rent payments, as set forth in the Lease Schedule, plus any applicable taxes, together with all other costs, expenses and charges whatsoever which Lessee is required to pay pursuant to the Master Lease Agreement and the Lease Schedule, in each instance at the times, in the manner and under the terms and conditions set forth in the Master Lease Agreement and the Lease Schedule, respectively.

3. EQUIPMENT LOCATION. The Equipment has been installed and is located at the following Equipment Location:

___________________________________________________________________________________________________________

4. REPRESENTATIONS AND WARRANTIES. Lessee hereby represents and warrants that on and as of the date hereof each of the representations and warranties made by Lessee in the Master Lease Agreement are true, correct and complete.

3 Authorized to do business in the name of Hewlett-Packard Financial Services Company, Inc. in the states of Alabama and New York.

ATTACHMENT 2 – HPFS MASTER LEASE PURCHASE AGREEMENT
Master Lease Agreement Number ____________________

Lessee’s Organization Number _____________
Lessee’s Tax Identification Number _____________
Lessee’s UCC Section 9-307 Location ____________

STATE AND LOCAL GOVERNMENT MASTER LEASE PURCHASE AGREEMENT

This State and Local Government Master Lease Purchase Agreement (together with Exhibits A and B attached hereto and hereby made a part hereof, (this “Master Agreement”), dated as of ____________, is entered into by and between Hewlett-Packard Financial Services Company,4 a Delaware corporation (“Lessor”), and ____________________, an agency, department , institution of higher education, or political subdivision of the State of _____ (“Lessee”) . Capitalized terms used in this Master Lease Agreement without definition have the meanings ascribed to them in Section 32.

1. PURPOSE OF MASTER AGREEMENT. The purpose of this Master Lease Agreement is to set forth the general terms and conditions upon which Lessor shall lease to Lessee, and Lessee shall lease from Lessor, items of Hardware, Software or both (the “Equipment”). In connection with its execution of this Master Lease Agreement, Lessee shall deliver to Lessor an Officer’s Certificate in form and substance acceptable to Lessor, executed by a duly authorized officer of Lessee and certifying as to, among other things, Lessee’s authority to enter into this Master Lease Agreement, and the authority of Lessee’s officers or representatives specified therein to execute this Master Lease Agreement and an opinion of Lessee’s counsel in form and content satisfactory to Lessor.

2. COMMENCEMENT PROCEDURES. Subject to the other terms and conditions contained in this Master Lease Agreement and the applicable Lease Schedule, Lessee shall enter into individual Leases (hereinafter defined) with Lessor as follows:
(a) Execution of Lease Schedule. Lessor and Lessee mutually agree to enter into a Lease by executing a Lease Schedule in the form of Exhibit A with such changes as Lessor and Lessee shall have agreed to as conclusively evidenced by their execution thereof. Each such Lease Schedule shall specifically identify (by serial number or other identifying characteristics ) the items of Equipment to be leased under such Lease Schedule. Each Lease Schedule, when executed by both Lessee and Lessor, together with this Master Lease Agreement, shall constitute a separate and distinct lease (“Lease”), enforceable according to its terms. (b) Acceptance; Term of Leases. Lessee shall accept the Equipment subject to a Lease in accordance with Section 3. The Term of each Lease shall begin on the Acceptance Date of the Equipment subject to such Lease and shall continue for the peri od described in the applicable Lease Schedule unless a Non-appropriation shall have occurred. (c) Adjustments to Lease Schedule. Lessee acknowledges that the Total Cost of Equipment and the related Rent payments set forth in any Lease Schedule may be estimates, and if the final invoice from the Seller attached to the related Acceptance Certificate(s) specifies a Total Cost that is less than the estimated Total Cost set forth in the Schedule, Lessee hereby authorizes Lessor to reduce the applicable Total Cost and Rent payment on the Lease Schedule by up to ten percent (10%) to reflect such final invoice amount (the “Final Invoice Amount”). All references in this Master Lease Agreement and any Lease Schedule to Total Cost and Rent shall mean the amounts thereof specified in the applicable Lease Schedule, as adjusted pursuant to this paragraph. (d) Payment by Lessor. Within 30 days after Lessee’s delivery to Lessor of a properly completed and executed Acceptance Certificate and all other documentation necessary to establish Lessee’s acceptance of such Equipment under the related Lease and Lessor’s acceptance of such Acceptance Certificate, Lessor shall pay the Contractor for the Equipment. Lessor shall not accept the A cceptance Certificate until it has received from Lessee (1) evidence of insurance with respect to the Equipment in compliance with Section 14 hereof, (2) a completed and executed original Form 8038 -G or 8038 -GC, as applicable, or evidence of filing thereof with the Internal Revenue Service in the manner required by Code Section 149(e), (3) an opinion of Lessee’s counsel, if required by Lessor, in form and substance reasonably satisfactory to Lessor and (4) any other documents or items reasonably required by Lessor. Notwithstanding the foregoing, Lessor shall not be obligated to pay for the Equipment if a Lessee Default has occurred or an event has occurred and is continuing that with the passage of time or provision of notice would constitute a Lessee Default. Lessor and Lessee acknowledge that the date the Lessor pays the Contractor for the Equipment shall be the issue date of the obligation for federal income tax purposes in accordance with the Code and no Rent shall accrue prior to such date.

3. ACCEPTANCE OF EQUIPMENT. (a) Inspection of Equipment. Lessee agrees to inspect all Equipment as soon as reasonably practicable after the delivery thereof to Lessee.
(b) Acceptance Certificate . Upon the satisfactory inspection of the Equipment by Lessee, or if accept ance requirements for such Equipment are specified in the applicable Purchase Documents, as soon as such requirements are met, Lessee shall unconditiona lly and irrevocably accept the Equipment by executing and delivering to Lessor a properly completed Acce ptance Certificate in substantially the form of Exhibit B.

4. RENT; LATE CHARGES. As lease payments (“Rent”) for the Equipment under any Lease Schedule, Lessee agrees to pay the amounts specified in the applicable Lease Schedule on the due dates specified i n the applicable Lease Schedule. Lessee agrees to pay Lessor interest on any Rent payment or other amount due hereunder that is not paid within 15 days of its due date, at the rat e of 1% per month (or such lesser rate as is the maximum rate allowable unde r applicable law). Lessee will make provision for such payments in budgets submitted to its governing body for the purpose of obtaining funding for the payments.

4 Authorized to do business in the name of Hewlett-Packard Financial Services Company, Inc. in the states of Alabama and New York.

5. TRANSFER OF EQUIPMENT ON EXPIRATION OF LEASE TERM. If Lessee has paid all Rent and all other amounts due under the Lease and has satisfied all other terms and conditions of the Lease, the Lease shall terminate and, except as provided in Section 28, Lessee shall be relieved of all of its obligations in favor of Lessor with respect to the Equipment and Lessor shall transfer all of its interest in such Equipment to Lessee “AS IS, WHERE IS,” without any warranty, express or implied, from Lessor, other than the absence of any l iens or claims by or through Lessor.

AND THAT EACH LEASE HEREUNDER IS A NET LEASE SO THAT AMONG OTHER THINGS LESSEE SHALL PAY IN ADDITION TO THE RENT, TAXES, INSURANCE AND MAINTENANCE CHARGES RELATED TO THE EQUIPMENT. LESSEE AGREES THAT IT HAS AN ABSOLUTE AND UNCONDITIONAL OBLIGATION TO PAY ALL RENT AND OTHER AMOUNTS WHEN DUE. LESSEE HEREBY

WAIVES ANY RECOUPMENT, CROSS-CLAIM, COUNTERCLAIM OR ANY OTHER DEFENSE AT LAW OR IN EQUITY TO ANY RENT

OR OTHER AMOUNT DUE WITH RESPECT TO ANY LEASE, WHETHER ANY SUCH DEFENSE ARISES OUT OF THIS MASTER LEASE AGREEMENT, ANY LEASE SCHEDULE, ANY CLAIM BY LESSEE AGAINST LESSOR, LESSOR’S ASSIGNEES OR SUPPLIER OR OTHERWISE. IF THE EQUIPMENT IS NOT PROPERLY INSTALLED, DOES NOT OPERATE OR INTEGRATE AS

REPRESENTED OR WARRANTED BY SUPPLIER OR IS UNSATISFACTORY FOR ANY REASON WHATSOEVER, LESSEE WILL

MAKE ANY CLAIM ON ACCOUNT OF THOSE ISSUES SOLELY AGAINST SUPPLIER AND WILL NEVERTHELESS PAY ALL SUMS DUE WITH RESPECT TO EACH LEASE.

7. NONAPPROPRIATION. Notwithstanding anything contained in this Master Lease Agreement to the contrary, in the event that sufficient funds are not appropriated and budgeted by Lessee’s governing body or are not otherwise available from other legally available sources in any fiscal period for the payment of Rent and other amounts due under any Lease, the Lease shall terminate on the last day of the fiscal period for which appropriation s were received or other amounts are available to pay amounts due under the Lease without penalty or expense to Lessee of any kind whatsoever, except as to the portions of Rent payments or other amounts herein agreed upon for which funds shall have been appropriated or are otherwise available. Lessee will immediately notify the Lessor or its assignee of such occurrence.

In the event of such termination, Lessee shall immediately cease all use of the Equipment, and shall immediately de -install, disassemble, pack, crate, and return the Equipment subject to such Lease to Lessor (all in accordance with Section 10 of this Master Lease Agreement).

Such Equipment shall be in the same condition as when received by Lessee (reasonable wear, tear and depreciation resulting from normal and proper use excepted), shall be in good operating order and maintenance as required by this Lease, shall be free and clear of any liens (except Lessor’s lien) and shall comply with all applicable laws and regulations. Lessee agrees t o execute and deliver to Lessor all documents reasonably requested by Lessor or evidence the transfer of legal and beneficial title to such Equipment to Lessor and to evidence the termination of Lessee’s interest in such Equipment. Lessor will have all le gal and equitable rights and remedies to take possession of the Equipment. At Lessor’s request, Lessee shall promptly provide supplemental documentation as to such Non-Appropriation satisfactory to Lessor. Lessee’s exercise of its rights pursuant to this Section 7 shall not affect the survival of any other provisions, including but not limited to Section 16, (other than the obligation to lease the Equipment and pay amounts due under the Lease) which survive the termination of the Lease.

8. ASSIGNMENT OF PU RCHASE DOCUMENTS. Lessee assigns to Lessor all of Lessee’s right, title and interest in and to (a) the Equipment described in each Lease Schedule, and (b) the Purchase Documents relating to such Equipment. Such assignment of th e Purchase Documents is an assignment of rights only; nothing in this Master Lease Agreement shall be deemed to have relieved Lessee of any obligation or liability under any of the Purchase Documents, except that, as between Lessee and Lessor, Lessor shall pay the Contractor for the Equipment in accordance with Section 2(d) hereof. Lessee represents and warrants that it has reviewed and approved the Purchase Documents. In addition, if Lessor shall so request, Lessee shall deliver to Lessor a document acceptable to Lessor whereby S eller acknowledges and provides any required consent to such assignment. For the avoidance of doubt, Lessee covenants and agrees t hat it shall at all times during the Term of each Lease comply in all respects with the terms of any License Agreement relating to any Equipment leased thereunder. IT IS ALSO SPECIFICALLY UNDERSTOOD AND AGREED THAT NEITHER SUPPLIER NOR ANY SALESPERSON

OF SUPPLIER IS AN AGENT OF LESSOR, NOR ARE THEY AUTHORIZED TO WAIVE OR ALTER ANY TERMS OF THIS MASTER LEASE AGREEMENT OR ANY LEASE SCHEDULE.

9. ASSIGNMENT OF SUPPLIER WARRANTIES. To the extent permitted, Lessor hereby assigns to Lessee all Equipment warranties provided by any Supplier in the applicable Purchase Documents. Lessee shall have the right to take any action it deems appropriate to enforce such warranties provided such enforcement is pursued in Lessee’s name and at its expense. In the event Lessee is pre cluded from enforcing any such warranty in its name and to the extent Lessor retains title to the Equipment, Lessor shall, upon Lessee’s request, take reasonable steps to enforce such warranty. In such circumstances, Lessee shall, promptly upon demand, reimburse Lessor for all expenses incurred by Lessor in enforcing the Supplier warranty. Any recovery resulting from any such enforcement efforts shall be divided between Lessor and Lessee as their interests may appear.

10. RESERVED.

11. EQUIPMENT USE, MAINTENANCE AND ADDITIONS. Lessee is solely responsible for the selection, and operation of the Equipment and all costs rela ted thereto. Lessee shall at all times operate and maintain the Equipment in good working order, repair, condition and appearance, and in accordance with the manufacturer’s specifications and recommendations. On reasonable prior notice to Lessee, Lessor and Lessor’s agents shall have the right, during Lessee’s normal business hours and subject to Lessee’s reasonable, standard security procedures, to enter the premises where the Equipment is located for the purpose of inspecting the Equipment and observing its use.

Except in the case of Software, Lessee shall, at its expense, enter into and maintain and enforce at all times during the Term of each Lease a maintenance agreement to service and maintain the related Equipment, upon terms, and with a provider, reasonably acceptable to Lessor.

Lessee shall make no alterations or additions to the Equipment, except those that (a) will not void any warranty made by the Supplier of the Equipment, result in the creation of any security interest, lien or encumbrance on the Equipment or impair the value or use of the Equipment DocuSign Envelope ID: 89386442-81F6-451D-BCAF-EBAEC48ECDCF Docusign Envelope ID: E0CEF07E-BE36-4B21-B6FE-85EB4591C1F1 RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 74

either at the time made or at the end of the Term of the applicable Lease, and are readily removable without damage to the Eq uipment (“Optional Additions”), or (b) are required by any applicable law, regulation or order. All additions to the Equipment or repairs made to the Equipment, except Optional Additions, become a part of the Equipment and Lessor’s property at the time made; Optional Additio ns which have not been removed in the event of the return of the Equipment shall become Lessor’s property upon such return.

12. EQUIPMENT OWNERSHIP; LIENS; LOCATION. Upon acceptance of the Equipment by Lessee hereunder, title to the Equipment will vest in Lessee; provided, however, that (i) in the event of termination of this Lease by Lessee pursuant to Section 7 hereof, or (ii) upon the occurrence of a Lessee Default as defined in Section 22 hereof, and as long as such Lessee Default is continuing, title to th e Equipment (including Substitute Equipment) will immediately vest in Lessor or its assignee. Lessee covenants with respect to each Lease that: (i) it will not pledge or encumber the Equipment or Lessor’s interest in the Equipment in any manner whatsoever nor create or permit to exist any levy, lien or e ncumbrance thereof or thereon except those created by or through Lessor; (ii) the Equipment shall remain personal property whether or not affixed to realty and shall not become a fixture or be made to become a part of any real property on which it is placed without Lessor’s prior written consent; and (iii) Lessee shall maintain the Equipment so that it does not become essential to and may be removed from any building in which it is placed without any damage to the building or the Equipment. Provided Lessee remains in possession and control of the Equipment, Lessee may relocate any Equipment from the Equipment Location specified in the appli cable Lease Schedule to another of its locations within the State of the Equipment Location upon prior written notice to Lessor specifying the new Equipment Location or to another of its locations within the United States after receiving the written consent of Lessor to s uch relocation.

Lessee shall not locate or relocate any Equipment such that any third party comes into possession or control thereof without Lessor’s prior written consent; provided, however, that Lessor shall not unreasonably withhold its consent to the location or relocation of Equipment to a third party co -location or hosting facility if such third part y shall have executed and delivered to Lessor a waiver agreement in form and substance acceptable to Lessor pursuant to which, among other things, such third party shall have waived any rights to the Equipment and agreed to surrender the Equipment to Lesso r in the event of a Lessee Default under this Master Lease Agreement. Notwithstanding the foregoing, Lessor agrees that equipment usable outside of a fixed office environment, may be relocated on a non-permanent basis from the Equipment Location originall y specified in the applicable Lease Schedule without Lessor’s prior written consent, provided that (i) such relocation is made by Lessee’s primary employee in the custody and control of such Equipment; (ii) the primary employee remai ns in possession and control of the Equipment, and (iii) the primary employee’s principal office is the Equipment Location.

13. SECURITY INTEREST; MAXIMUM RATE. In order to secure all of its obligations hereunder, Lessee hereby, to the extent permitted by law and to secure pa yment and performance of Lessee’s obligations under this Master Lease Agreement and all Lease Schedules, grants Lessor a purchase money security interest in the related Equipment and in all attachments, accessories, additions, sub stitutions, products, replacements, rentals and proceeds (including, without limitation, insurance proceeds) thereto as well as a security interest in any other Equipment financed pursuant to this Master Lease Agreement. or any other agreement between Lessor and Lessee (collectively, the “Collateral”). In any such event, notwithstanding any provisions contained in this Master Lease Agreement or in any Lease Schedule, neither Lessor nor any Assignee shall be entitled to receive, collect or apply as interest any amount in excess of t he maximum rate or amount permitted by applicable law. In the event Lessor or any Assignee ever receives, collects or applies as interest any amount in excess of the maximum amount permitted by applicable law, such excess amount shall be applied to the unpaid principal balance and any remaining excess shall be refunded to Lessee. In determining whether the interest paid or payable under any specific contingency excee ds the maximum rate or amount permitted by applicable law, Lessor and Lessee shall, to the maximum extent permitted under applicable law, characterize any non-principal payment as an expense or fee rather than as interest, exclude voluntary prepayments and the effect thereof, and spread the total amount of interest over the entire term of this Master Lease Agreement and all Lease Schedules. Lessee agrees that Lessor may file this Lease as a financing statement evidencing such security interest or any other financing statement deemed necessary by Lessor and agrees to execute and deliver all certificates of title and other instruments necessary or appropriate to evidence such security interest.

14. RISK OF LOSS AND INSURANCE. Lessee assumes any and all risk of loss or damage to the Equipment from the time such Equipment is in Lessee’s possession until such Equipment is returned to and is received by Lessor in accordance with the terms and conditions of this Master Lease Agreement. Lessee agrees to keep the Equipment insured at Lessee’s expense against all risks of loss from any cause whatsoever, including without limitation, loss by fire (including extended coverage), theft and damage. Lessee agrees that such insurance shall name Lessor as a loss payee and cover not less than the replacement value of the Equipment. Lessee also agrees that it shall carry commercial general liability insurance in an amount not less than $2,000,000 total liability per occurrence and cause Lessor and its affiliates and its and their successors and assigns, to be named additional insureds under such insurance. Each policy shall provide that the insurance cannot be canceled without at least 30 days' prior written notice to Lessor, and no policy shall contain a deductible in excess of $25,000. Upon Lessor’s prior written consent, in lieu of maintaining insurance obtained by third party insurance carriers, Lessee may self-insure against such risks, provided that Lessor’s interests are protected to the same extent as if the insurance had been obtained by third party insurance carriers and provided further that such self -insurance program is consistent with prudent business practices with respect with such insurance risk. Lessee shall provide to Lessor (a) on or prior to the Acceptance Date for each Lease, and from time to time thereafter, certificates of insurance evidenc ing such insurance coverage throughout the Term of each Lease, and (b) upon Lessor’s request, copies of the insurance policies. If Lessee fails to provide Lessor with such evidence, then Lessor will have the r ight, but not the obligation, to purchase such insurance protecting Lessor at Lessee’s expense. Lessee’s expense shall include the full premium paid for such insurance and any customary charges, costs or fees of Lessor. Lessee agrees to pay such amounts in substantially equal installments allocated to each Rent payment (plus interest on such amounts at the rate of 1% per month or such lesser rate as is the maximum rate allowable under applicable law).

15. CASUALTY LOSS. Lessee shall notify Lessor of any Casualty Loss or repairable damage to any Equ ipment as soon as reasonably practicable after the date of any such occurrence but in no event later than 30 days after such occurrence. In the event any Casualty Loss shall occur, on the next Rent payment date Lessee shall (a) at Lessee’s option provided no Lessee Default has occurred nor an event that with the passage of time or provision of notice would constitute a Lessee Default has occurred and is continuing or (b) at Lessor’s option if a Lessee Default has occurred or an event that with the passage o f time or provision of notice would constitute a Lessee Default has DocuSign Envelope ID: 89386442-81F6-451D-BCAF-EBAEC48ECDCF Docusign Envelope ID: E0CEF07E-BE36-4B21-B6FE-85EB4591C1F1 RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 75

occurred and is continuing, (1) subject to Section 7 hereof, pay Lessor the Stipulated Loss Value of the Equipment suffering the Casualty Loss, or (2) substitute and replace each item of E quipment suffering the Casualty Loss with an item of Substitute Equipment. If Lessee shall pay the Stipulated Loss Value of the Equipment suffering a Casualty Loss, upon Lessor’s receipt in full of such payment the applicable Lease shall terminate as it r elates to such Equipment and, except as provided in Section 28, Lessee shall be relieved of all obligations under the applicable Lease as it relates to such Equipment. If Lessee shall replace Equipment suffering a Casualty Loss with items of Substitute Eq uipment the applicable Lease shall continue in full force and effect without any abatement of Rent with such Substitute Equipment thereafter being deemed to be Equipment leased thereunder. Upon Lessor’s receipt of such payment of Stipulated Loss Value in full or replacement of the Equipment suffering the Casualty Loss with Substitute Equipment, Lessor shall transfer to Lessee all of Lessor’s interest in the Equipment suffering the Casualty Loss “AS IS, WHERE IS,” without any warranty, express or implied, from Lessor, other than the absence of any liens or claims by or through Lessor. In the event of any repairable damage to any Equipment, the Lease shall continue with respect to such Equipment without any abatement of Rent and Lessee shall, at its expense, from insurance proceeds or other funds legally available, promptly cause such Equipment to be repaired to the condition it is required to be maintained pursuant to Section 11.

16. TAXES. Lessor shall report and pay all applicable Taxes now or hereafter imposed or assessed by any governmental body, agency or taxing authority upon the purchase, ownership, delivery, installation, leasing, rental, use or sale of the Equipment, the Rent or other charges payable hereunder, or otherwise u pon or in connection with any Lease, whether assessed on Lessor or Lessee, other than any such Taxes required by law to be reported and paid by Lessee. Lessee shall promptly reimburse Lessor for all such applicable Taxes paid by Lessor, together with any penalties or interest in connection therewith attributable to Lessee’s acts or failure to act, excluding (a) Taxes on or measured by the overall gross or net income or items of tax preference of Lessor, (b) as to any Lease the related Equip ment, Taxes attributable to the period after the return of such Equipment to Lessor, and (c) Taxes imposed as a result of a sale or other tra nsfer by Lessor of any portions of its interest in any Lease or in any Equipment except for a sale of other transfer to Lessee or a sale or other transfer occurring after and during the continuance of any Lessee Default.

17. GENERAL LIABILITY. As between Lessor and Lessee, to the extent permitted by law, Lessee shall bear sole liability for any and all Claims arising directly or indirectly out of or in connection with any matter involving this Master Lease Agreement, the Equipment or any Lease Schedule, including but not limited to the selection, manufacture, purchase, acceptance, rejection, ownership, delivery , lease, possession, maintenance, use (including any patent, trademark or copyright infringement), condition, return or operation of any Equipment or the enforcement of Lessor’s rights under any Lease. Notwithstanding the foregoing, Lessee shall have no liability for any Claim arising solely as a result of Lessor’s gross negligence or willful misconduct.

18. TAX REPRESENTATIONS AND COVENANTS AND TAX PAYMENTS . (a) Lessee represents, covenants and warrants that: (i) Lessee is a political subdivision, institution of higher education, or agency or department of the State in which it is located; (ii) a portion of the Rent is interest based on the total Equipment cost as shown on a Lease Schedule and such interest portion of the Rent shall be excluded from Lessor’s gross income pur suant to Section 103 of the Code; (iii) Lessee will comply with the information reporting requirements of Section 149(e) of the Code, and such compliance shall include but not be limited to the execution of information statements r equested by Lessor; (iv) Lessee will not do or cause to be done any act which will cause, or by omission of any act allow, the Lease to be an arbitrag e bond within the meaning of Section 148(a) of the Code; (v) Lessee will not do or cause to be done any act which will cause, or by omission of any act allow, this Lease to be a private activity bond within the meaning of Section 141(a) of the Code; (vi) Lessee will not do or cause to be done any act which will cause, or by omission of any act allow, the interest portion of the Rent p ayments to be or become includable in gross income for federal income taxation purposes under the Code; (vii) Lessee will be the only entity to own, use and ope rate the Equipment during the Lease Term; (viii) Lessee has never failed to appropriate funds fo r payment of any amount due pursuant to a lease purchase agreement, a conditional sales agreement or any similar type of obligation; and (ix) Lessee is not and has never bee n in default under any bond, note, lease purchase agreement or other type of financ ial obligation to which it has been a party. (b) This Master Lease Agreement has been entered into on the basis that Lessor or any Assignee of Lessor shall claim that the interest paid hereunder is exempt from federal income tax under Section 103(a) of the Code. Upon a breach by Lessee of any of its representations, warranties and covenants in Section 18(a) above and as a result thereof, the United States Government disallows, eliminates, reduces, recaptures, or disqualifies, in whole or in part, any benefits of such exemption, Lessee shall then pay to Lessor, at Lessor's election, either: (i) supplemental payment(s) to Lessor during the remaining period of the Term(s) in an amount necessary to permit Lessor to receive (on an after tax basis over the full term of the Master Lease Agreement) the same rate of return that Lessor would have realized had there not been a loss or disallowance of such benefits, together with the amount of any interest or penalty which may be assessed by the governmental authority with respect to such loss or disallowance; or (ii) a lump sum payable upon demand to Lessor which shall be equal to the amount necessary to p ermit Lessor to receive (on an after tax basis over the full term of the Master Lease Agreement) the same rate of return that Lessor would have realized had there not been a loss or disallowance of such benefits together with the amount of any interest or penalty which may be assessed by the governmental authority with respect to such loss or disallowance.

19. COVENANT OF QUIET ENJOYMENT. So long as no Lessee Default exists, and no event shall have occurred and be continuing which, with the giving of notice or the passage of time or both, would constitute a Lessee Default, neither Lessor nor any pa rty acting or claiming through Lessor, by assignment or otherwise, will disturb Lessee’s quiet enjoyment of the Equipment during the Term of the related Lease.

20. DISCLAIMERS AND LESSEE WAIVERS. LESSEE LEASES THE EQUIPMENT FROM LESSOR “AS IS, WHERE IS.” IT IS SPECIFICALLY UNDERSTOOD AND AGREED THAT (A) EXCEPT AS EXPRESSLY SET FORTH IN SECTION 19, LESSOR MAKES

ABSOLUTELY NO REPRESENTATIONS OR WARRANTIES WHATSOEVER, EXPRESS OR IMPLIED, INCLUDING WITHOUT

LIMITATION, ANY REPRESENTATION OR WARRANTY WITH RESPECT TO THE DESIGN, COMPLIANCE WITH SPECIFICATIONS,

LESSOR SHALL NOT BE DEEMED TO HAVE MADE, BE BOUND BY OR LIABLE FOR, ANY REPRESENTATION, WARRANTY OR PROMISE MADE BY THE SUPPLIER OF ANY EQUIPMENT (EVEN IF LESSOR IS AFFILIATED WITH SUCH SUPPLIER); (C) DocuSign Envelope ID: 89386442-81F6-451D-BCAF-EBAEC48ECDCF Docusign Envelope ID: E0CEF07E-BE36-4B21-B6FE-85EB4591C1F1 RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 76

LESSOR SHALL NOT BE LIABLE FOR ANY FAILURE OF ANY EQUIPMENT OR ANY DELAY IN THE DELIVERY OR INSTALLATION THEREOF; (D) LESSEE HAS SELECTED ALL EQUIPMENT WITHOUT LESSOR’S ASSISTANCE; AND (E) LESSOR IS NOT A MANUFACTURER OF ANY EQUIPMENT. IT IS FURTHER AGREED THAT LESSOR SHALL HAVE NO LIABILITY TO

LESSEE, OR ANY THIRD PARTIES FOR ANY INCIDENTAL, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT

OF THIS MASTER LEASE AGREEMENT OR ANY LEASE SCHEDULE OR CONCERNING ANY EQUIPMENT, OR FOR ANY DAMAGES BASED ON STRICT OR ABSOLUTE TORT LIABILITY OR LESSOR’S NEGLIGENCE; PROVIDED, HOWEVER, THAT

NOTHING IN THIS MASTER LEASE AGREEMENT SHALL DEPRIVE LESSEE OF ANY RIGHTS IT MAY HAVE AGAINST ANY PERSON OTHER THAN LESSOR. LESSOR AND LESSEE AGREE THAT THE LEASES SHALL BE GOVERNED BY THE EXPRESS

PROVISIONS OF THIS MASTER LEASE AGREEMENT AND THE APPLICABLE FUNDAMENTAL AGREEMENTS AND NOT BY THE CONFLICTING PROVISIONS OF ANY OTHERWISE APPLICABLE LAW. ACCORDINGLY, TO THE EXTENT PERMITTED BY

APPLICABLE LAW, LESSEE WAIVES ANY RIGHTS AND REMEDIES CONFERRED UPON A LESSEE BY STATUTE OR OTHERWISE, IN EITHER CASE THAT ARE INCONSISTENT WITH OR THAT WOULD LIMIT OR MODIFY LESSOR’S RIGHTS SET FORTH IN THIS MASTER LEASE AGREEMENT.

21. LESSEE WARRANTIES. Lessee represents, warrants and covenants to Lessor with respect to each Lease that: (a) Lessee has the power and authority to enter into each of the Fundamental Agreements; (b) all Fundamental Agreements are legal, valid and bindin g obligations of Lessee, enforceable against Lessee in accordance with their terms and do not violate or create a default under any instrument or agreement binding on Lessee; (c) there are no pending or threatened actions or proceedings before any court or administrat ive agency that could have a material adverse effect on Lessee or any Fundamental Agreement, unless such actions have b een disclosed to Lessor and consented to in writing by Lessor; (d) Lessee shall comply in all material respects with all laws and regulations the vio lation of which could have a material adverse effect upon the Equipment or Lessee’s performance of its obli gations under any Fundamental Agreement; (e) each Fundamental Agreement shall be effective against all creditors of Lessee under applicable law, including fraudulent conveyance and bulk transfer laws, and shall raise no presumption of fraud; (f) all financ ial statements, certificates or summaries relating to Lessee’s financial condition, fiscal budget or the assessment and collection of taxes and other related information furnished by Lesse e shall be prepared in accordance with generally accepted accounting principles in the United States in effect at that time and shall fairly present Lessee’s financial position as of the dates given on such statements; (g) since the date of the most recent annual financial statement, there has been no material adverse change in the financial condition of, or the level of assessment or collection of taxes by, the Lessee; (h) the Equipment, subject to any Lease, is essential to the immediate performance of a governmental or proprietary function by Lessee within the scope of its authority and will be used during the Term of such Lease only by Lessee and only to perform such function; (i) Lessee intends to use the Equipment for the entire Term of such Lease and all Equipment will be used for business purposes only and not for personal, family or household purposes; (j) Lessee has complied fully with all applicable law governing open meetings, public bidding a nd appropriations required in connection with this Lease and the acquisition of the Equipment; (k) there has been no materi al change in the budget for Lessee’s current Fiscal Period since its adoption; (l) Lessee’s obligations to pay Rent and any other amounts due under this Lease constitute a current expense and not a debt of Lessee under applicable state law; (m) no provision of this Lease constitutes a pledge of the tax or general revenues of Lessee ; (n) Lessee does not export, re -export, or transfer any Equipment, Software, system software or source code or any direct product thereof to a prohibited destination, or to nationals of proscribed countries wherever located, without prior authorization from the United States government and other applicable governments; (o) Lessee does not use any Equipment, Soft ware or system software or technology, technical data, or technical as sistance related thereto or the products thereof in the design, development, or production of nuclear, missile, chemical, or biological weapons or transfer the same to a prohibited destination, or to na tionals of proscribed countries wherever located, without prior authorization from the United States and other applicable governments; and (p) Lessee is not an entity designated by the United States government or any other applicable government with which transacting busines s without the prior consent of such government is prohibited.

22. DEFAULT. Any of the following shall constitute a default by Lessee (a “Lessee Default”) under this Master Lease Agreement and all Leases: (a) Lessee fails to pay any Rent payment or any other amount payable to Lessor under this Master Lease Agreement or any Lease Schedule within 45 days after its due date; or (b) Lessee defaults on or breaches any of the other terms and conditions of any Material Agreement, and fails to cure such breach within 45 days after written notice thereof from Lessor; or (c) any representation or warranty made by Lessee in any Material Agreement proves to be incorrect in any material respect when made or reaffirmed; or (d) any change occurs in relation to Lessee’s financial condition that, in Lessor’s opinion, would have a material adverse effect on Lessee’s ability to perform its obligations under this Master Lease Agreement or under any Lease Schedule or (e) Lessee becomes insolvent or fails generally to pay its debts as they become due; or (f) a pr oceeding under any bankruptcy, reorganization, arrangement of debt, insolvency or receivership law is filed by or against Lessee (and, if such is proceeding is involuntary, it is not dismissed within 60 days after the thereo f) or Lessee takes any action to authorize any of the foregoing matters; (g) any Equipment is levied against, seized or attached; or (h) any letter of credit or guaranty issued in support of a Lease is revoked, breached, canceled or terminated (unless consented to in advance by Lessor).

24. REMEDIES. If a Lessee Default occurs, Lessor may, in its sole discretion, exercise one or more of the following remedies: (a) declare all amounts due and to become due during Lessee’s current fiscal year to be immediately due and payable; or (b) terminat e this Master Lease Agreement; or (c) take possession of, or render unusable, the Equipment without demand or notice and without any court order or other process of law in accordance with Lessee’s reasonable security procedures, and no such action shall constitute a termination of any Lease; or (d) require Lessee to deliver the Equipment to a location specified by Lessor; or (e) require Lessee to immediately pay to Lessor, as compensation for loss of Lessor’s bargain and not as a penalty, a sum equal to: (1) All past due payments and all other amounts payable under the Lease, and (2) pay all unpaid payments for the remainder of the Lease term, discounted at a rate equal to three percent (3%) per year to the date of default; and require Lessee to promptly r eturn the Equipment, or (f) exercise any other right or remedy available to Lessor at law or in equity. Also, Lessee shall pay Lessor (i) all costs and expenses that Lessor may incur to maintain, safeguard or preserve the Equipment, and other expenses in curred by Lessor in enforcing any of the terms, conditions or provisions of this Master Lease Agreement (including reasonable legal fees and collection agency costs) and (ii) all costs incurred by Lessor in exercising any of its remedies hereunder (including reasonable legal fees). Upon repossession or surrender of any Equipment, Lessor will lease, sell or otherwise dispose DocuSign Envelope ID: 89386442-81F6-451D-BCAF-EBAEC48ECDCF Docusign Envelope ID: E0CEF07E-BE36-4B21-B6FE-85EB4591C1F1 RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 77

of the Equipment in a commercially reasonable manner, with or without notice and at public or private sale, and apply the net proceeds thereof to the amounts owed to Lessor under this Master Lease Agreement; provided, however, that Lessee will remain liable to Lessor for any deficiency that remains after any sale or lease of such Equipment. Any proceeds of any sale or lease of such Equi pment in excess of the amounts owed to Lessor under this Master Lease Agreement will be retained by Lessor. Lessee agrees that with respect to any notice of a sale required by law to be given, 10 days' notice will constitute reasonable notice. With respect to any exercise by Lessor of its right to recover and/or dispose of any Equipment or other Collateral securing Lessee’s obligations under the applicable Lease Schedule , Lessee acknowledges and agrees as follows: (i) Lessor shall cause Contractor to clea n-up or otherwise prepare the Equipment or any other Collateral for disposition, (ii) Lessor may comply with any applicable state or federal law requirements in connection with any disposition of the Equipment or other Collateral, and any actions taken in connection therewith shall not be deemed to have adversely affected the commercial reasonableness of any such disposition, and (iii) Lessor may convey the Equipment and any other Collateral on an “ AS IS, WHERE IS” basis, and without limiting the generality of the foregoing, may specifically exclude or disclaim any and all warranties, including any warranty of title or the like with respect to the disposition of the Equipment or other Collateral, and no such conveyance or such exclusion or such disclaimer of any warranty shall be deemed to have adversely affected the commercial reasonableness of any such disposition.

These remedies are cumulative of every other right or remedy given hereunder or now or hereafter existing at law or in equity or by statute or otherwise, and may be enforced concurrently therewith or from time to time.

24. PERFORMANCE OF LESSEE’S OBLIGATIONS. If Lessee fails to perform any of its obligations hereunder, Lessor may perform any act or make any payment that Lessor deems reasonably necessary for the maintenance and preservation of the Equipment and Lessor’s interests therein; provided, however, that the performance of any act or payment by Lessor shall not be deemed a waiver of, o r release Lessee from, the obligation at issue. All sums so paid by Lessor, together with expenses (including legal fees and costs) incurred by Lessor in connection therewith, shall be paid to Lessor by Lessee immediately upon demand.

25. PURCHASE OPTIONS. Lessee may elect, by delivering to Lessor at least 30 days' prior written notice, to purchase on any Rent payment date not less than all Units of Equipment then subject to the Lease (other than items of Software that may not be sol d by Lessor under the terms of any applicable License Agreement) for an amo unt equal to the sum of the Rent then due, all other amounts due under the Lease and the Concluding Payment for such Equipment as of the designated Rent payment date; provided no Lessee Default sh all have occurred and be continuing or no event has occurred which with notice or lapse of time could constitute a Lessee Default. In the event of such an election, Lessee shall pay such amount to Lessor, in immediately available funds, on or before the designated Rent payment date. If Lessee shall have elected to purchase the Equipment, shall have so paid the purchase price and shall have fulfilled the terms and conditions of this Master Lease Agreement and the related Lease Schedule, then (1) the Lease with respect to such Equipment shall terminate on the designated Rent payment date and, except as provided in Section 28, Lessee shall be relieved of all of its obligations in favor of Lessor with respect to such Equipment, and (2) Lessor shall transfer all of its interest in such Equipment to Lessee “AS IS, WHERE IS,” without any warranty, express or implied, from Lessor, other than the absence of any liens or claims by or through Lessor.

26. ASSIGNMENT. Lessor shall have the unqualified right to sell, assign, grant a security interest in or otherwise convey any part of its interest in this Master Lease Agreement, any Lease Schedule or any Equipment, in whole or in part, with prior notice to Lessee. If any Lease is sold, assigned, or otherwise conveyed, Lessee agrees that Lessor’s purchaser, assignee or transfere e, as the case may be (“Assignee”) shall (a) have the same rights, powers and privileges that Lessor has under the applicable Lease Schedule, (b) have the right to receive from Lessee all amounts due under the applicable Lease Schedule; and (c) not be required to perform any obligations of Lessor, other than those that are expressly assumed in writing by such Assignee. Lessee agrees to execute such acknowledgements to s uch assignment as may be reasonably requested by Lessor or the Assignee. Lessee further agrees that, in any action brought by such Assignee against Lessee to enforce Lessor’s rights hereunder, Lessee will not assert against such Assignee any set-off, defense or counterclaim that Lessee may have against Lessor or any other person. Unless oth erwise specified by Lessor and the Assignee, Lessee shall continue to pay all amounts due under the applicable Lease Schedule to Lessor; provided, however, that upon notification from Lessor and the Assignee, Lessee covenants to pay all amounts due under t he applicable Lease Schedule to such Assignee when due and as directed in such notice. Lessee further agrees that any Assignee may further sell, assign, grant a security interest in or otherwise convey its rights and interests under the applicable Lease Schedule with the same force and effect as the assignment described herein. Lessee may not assign, transfer, sell, sublease, pledge or otherwise dispose of this Master Lease Agreement, any Lease Schedule, any Equipment or any interest therein. Lessee shall acknowledge each such assignment in writing if so requested and keep a complete and accurate record of all such assignments in a manner that complies with Section 149 of the Code, and regulations promulgated thereunder without the prior written consent of Lessor, which consent shall not be unreasonably withheld so long as any such proposed assignee is of equal or better creditworthiness than Lessee, and appropriate documentation has been signed and provided to Lessor, all as Lessor shall deter mine.

Lessor shall remain liable for all of its obligations under this Master Lease Agreement, or any Lease Schedule not otherwise assigned to Assignee pursuant to this Section 26 unless Lessee otherwise agrees in writing.

27. FURTHER ASSURANCES. Lessee agrees to promptly execute and deliver to Lessor such further documents and take such further action as Lessor may require in order to more effectively carry out the intent and purpose of this Master Lease Agreement and any Lease Schedule. Without limiting the generality of the foregoing, Lessee agrees (a) to furnish to Lessor from time to time, its certified financial statements, officer’s certificates and appropriate resolutions, opinions of counsel and such other information and documents as Lessor may reasonably request, and (b) to execute and timely deliver to Lessor such documents that Lessor deems necessary to perfect or protect Lessor’s security interest in the Collateral or to evidence Lessor’s interest in the Equipment. It is also agreed that Lessor or Lessor’s agent may file as a financing statement, any lease document (or copy thereof, where permitted by law) or other financing statement that Lessor deems appropriate to perfect or protect Lessor’s security interest in the Collateral or to evidence Lessor’s interest in the Equipment. Upon demand, Lessee will promptly reimburse Lessor for any filing or recordation fees or expenses (including legal fees and costs) incurred by Lessor in perfecting or protecting its interests in any Collateral. Lessee represents and warrants that Lessee’s name as set forth in the signature block below is Lessee’s full and accurate legal name and that the information set forth on the first page hereof regarding its organization number, tax identification number and location is true and correct as of the date hereof. Lessee further agrees to provide Lessor advance written notice of any change in the foregoing.

TERM OF MASTER LEASE AGREEMENT; SURVIVAL. This Master Lease Agreement shall commence and be effective upon the execution hereof by both parties and shall continue in effect until terminated by either party by 30 days’ prior written noti ce to the other, provided that the effective date of the termination is after all obligations of Lessee arising hereunder and pursuant to any Lease Schedule have been fully satisfied. Notwithstanding the foregoing, all representations, warranties and covenants made by Lessee hereu nder shall survive the termination of this Master Lease Agreement and shall remain in full force and effect. All of Lessor’s rights, privileges and indemnities under this Master Lease Agreement or any Lease Schedule, to the extent they are fairly attributable to events or conditions occurring or existing on or prior to the expiration or termination of such Lease, shall survive such expiration or termination and be enforceable by Lessor and Lessor’s successors and assigns.

29. WAIVER OF JURY TRIAL. LESSEE AND LESSOR HEREBY EXPRESSLY WAIVE ANY RIGHT TO DEMAND A JURY TRIAL WITH

RESPECT TO ANY ACTION OR PROCEEDING INSTITUTED BY LESSOR OR LESSEE IN CONNECTION WITH THIS MASTER LEASE AGREEMENT OR ANY FUNDAMENTAL AGREEMENT.

30. NOTICES. All notices, requests, demands, waivers and other communications required or permitted to be given under this Master Lease Agreement or any related Fundamental Agreement shall be in writing and shall be deemed to have been received upon receipt if delivered personally or by a nationally recognized overnight courier service, or by confirmed facsimile transmission, or 3 days after deposit in the United States mail, certified, postage prepaid with return receipt requested, addressed as follows (or such other address or fax number as either party shall so notify the other):

31. MISCELLANEOUS
(a) Governing Law. THIS MASTER LEASE AGREEMENT AND EACH LEASE SCHEDULE SHALL BE GOVERNED BY THE INTERNAL LAWS (AS OPPOSED TO CONFLICTS OF LAW PROVISIONS) OF THE STATE OF EQUIPMENT LOCATION. (b) Credit Review. Lessee consents to a reasonable credit review by Lessor for each Lease. (c) Captions and References. The captions contained in this Master Lease Agreement and any Lease Schedule are for convenience only and shall not affect the interpretation of this Master Lease Agreement or any Lease Schedule. All references in this Master Lease Agreement to Sections and Exhibits refer to Sections hereof and Exhibits hereto unless otherwise indicated. (d) Entire Agreement; Amendments. This Master Agreement and any related Fundamental Agreements executed by both Lessor and Lessee supersede all prior agreements relating thereto, whether written or oral, and may not be amended or modified except in a writing signed by the parties hereto.
(e) No Waiver. Any failure of Lessor to require strict performance by Lessee, or any written waiver by Lessor of any provision hereof, shall not constitute consent or waiver of any other breach of the same or any other provision hereof. (f) Lessor Affiliates. Lessee understands and agrees that Hewlett-Packard Financial Services Company or any affiliate or subsidiary thereof may, as lessor, execute Lease Schedules under this Master Lease Agreement, in which event the terms and conditions of the applicable Lease Schedule and this Master Lease Agreement as it relates to the lessor under such Lease Schedule shall be binding upon and shall inure to the benefit of such entity executing such Lease Schedule as lessor, as well as any successors or assigns of such entity.

Lessee agrees that Lessor may disclose any information provided by Lessee to Lessor or created by Lessor in the course of administering the Material Agreements to any parent or affiliate of Lessor. (g) Invalidity. If any provision of this Master Lease Agreement or any Lease Schedule shall be prohibited by or invalid under law, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalida ting the remainder of such provision or the remaining provisions of this Master Lease Agreement or such Lease Schedule. (h) Counterparts. This Master Lease Agreement may be executed in counterparts, which collectively shall constitute one document. (i) Lessor Reliance. Lessor may act in reliance upon any instruction, instrument or signature reasonably believed by Lessor in good faith to be genuine. Lessor may assume that any employee of Lessee who executes any document or gives any written notice, request or instruction has the authority to do so.

32. DEFINITIONS. All capitalized terms used in this Master Lease Agreement have the meanings set forth below or in the Sections of this Master Lease Agreement referred to below:
“Acceptance Certificate” means an Acceptance Certificate in substantially the form of Exhibit B, executed by Lessee and delivered to Lessor in accordance with Section 3.
“Acceptance Date” means, as to any Lease, the date Lessee shall have accepted the Equipment subject to such Lease in accordance with Section 3.
“Assignee” means any assignee of all or any portion of Lessor’s interest in this Master Lease Agreement, any Lease Schedule or any Equipment, whether such assignee received the assignment of such interest from Lessor or a previous assignee of such interest. “Authorized Lessee Representative” has the meaning specified in Section 30. “Casualty Loss” means, with respect to any Equipment, the condemnation, taking, loss, destruction, theft or damage beyond repair of such Equipment.
“Casualty Value” means, as to any Equipment, an amount determined as of the date of the Casualty Loss or Lessee Default in DocuSign Envelope ID: 89386442-81F6-451D-BCAF-EBAEC48ECDCF Docusign Envelope ID: E0CEF07E-BE36-4B21-B6FE-85EB4591C1F1 RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 79

question (“Calculation Date”) pursuant to a “Table of Casualty Values” attached to the applicable Lease Schedule or, if no “Table of Casualty Values” is attached to the applicable Lease Schedule, an amount equal to the sum of (a) the present value (as of the Calculation Date and discounted at the Discount Rate compounded monthly) of all Rent payments payable after the Calculation Date through the scheduled date of expiration of the Then Applicable Term, plus (b) an amount determined by multiplying the applicable casualty percentage specified below by the Total Cost of such Equipment. The “Discount Rate” shall mean a rate equal to the 2 year inter-bank swap rate quoted by Bloomberg L.P. (or, where not available, such other 2 year inter-bank swap rate quoted by a commercially available publication reasonably designated by us) at the Acceptance Date of the applicable Lease Schedule. The applicable casualty percentage will be 50% for Equipment having an Initial Term of less than 24 months; 40% for Equipment having an Initial Term of 24 months or greater, but less than 36 month s; 30% for Equipment having an Initial Term of 36 months or g reater, but less than 48 months; and 25% for Equipment having an Initial Term of 48 months or greater.
“Claims” means all claims, actions, suits, proceedings, costs, expenses (including, without limitation, court costs, witness fees and attorneys’ fees), damages, obligations, judgments, orders, penalties, fines, injuries, liabilities and losses, including, without limitation, actions based on Lessor’s strict liability in tort.
“Code” means the Internal Revenue Code of 1986, as amended. “Collateral” has the meaning specified in Section 13.
“Concluding Payments” means the list of concluding payments on the attachment to the applicable Schedule. “Daily Rent” means, as to any Lease Schedule, an amount equal to the per diem Rent payable under the applicable Lease Schedule (calculated on the basis of a 360 day year and 30 day months). “Equipment” has the meaning specified in Section 1.
“Equipment Location” means, as to any Equipment, the address at which such Equipment is located from time to time, as originally specified in the applicable Lease Schedule and as subsequently specified in a notice delivered to Lessor pursuant to Section 12, if applicable.
“Fair Market Value” means the total price that would be paid for any specified Equipment in an arm’s length transaction between an informed and willing buyer (other than a used equipment dealer) under no compulsion to buy and an informed and willing seller under no compulsion to sell. Such total price shall not be reduced by the costs of removing such Equipment from its current location or moving it to a new location.
“Final Invoice Amount” has the meaning set forth in Section 2(c). “First Payment Date” means, as to any Lease Schedule, the date the first Rent payment with respect to such Lease Schedule is due, as determined pursuant to the terms of the applicable Lease Schedule. “Fiscal Period” shall mean the fiscal year of Lessee, as it may be more particularly described in a Lease Schedule. “Fundamental Agreements” means, collectively, this Master Lease Agreement, each Lease Schedule and Acceptance Certificate as part of the Participating Addendum Number _______ to Contract for the NASPO ValuePoint Master A greement Number 140596 with Lessee as the Participating Entity and related Material Agreements.. “Hardware” means items of tangible equipment and other property. “Lease” has the meaning specified in Section 2(a).
“Lessee” has the meaning specified in the preamble hereof. “Lessee Default” has the meaning specified in Section 22. “Lessor” has the meaning specified in the preamble hereof. “License Agreement” means any license agreement or other document granting the purchaser the right to use Software or any technical information, confidential business information or other documentation relating to Hardware or Software, as amended, modified or supplemented by any other agreement between the licensor and Lessor. “Master Lease Agreement” has the meaning specified in the preamble hereof. “Material Agreements” means, collectively, all Fundamental Agreements, all other material agreements by and between Lessor and Lessee, and any application for credit, financial statement, or financial data required to be provided by Lessee in connection with any Lease. “Non-Appropriation” has the meaning specified in Section 7. “Optional Additions” has the meaning specified in Section 11. “Purchase Documents” means, as to any Equipment, any purchase order, contract, bill of sale, License Agreement, invoice and/or other documents that Lessee has, at any time, approved, agreed to be bound by or entered into with any Supplier of such Equip ment relating to the purchase, ownership, use or warranty of such Equipment. “Rent” has the meaning specified in Section 4.
“Schedule” means, unless the context shall otherwise require, a Schedule executed by Lessor and Lessee pursuant to Section 2(a). “Seller” means, as to any Equipment, the seller of such Equipment as specified in the applicable Schedule. “Software” means copies of computer software programs owned or licensed by Lessor, and any disks, CDs, or other media on which such programs are stored or written.
“State” means any of the states of the United States, its territories and possessions. “Stipulated Loss Value” means, as to any Equipment, an amount equal to the sum of (a) all Rent (including the Daily Rent from the Rent payment date immediately pr eceding the date of the Casualty Loss or Lessee Default to the date of the Casualty Loss or Lessee Default) and other amounts due and owing with respect to such Equipment as of the date of payment of such amount, plus (b) the Casualty Value of such Equipment.
“Substitute Equipment” means, as to any item of Hardware or Software subject to a Lease, a substantially equivalent or better item of Hardware or Software having equal or greater capabilities and equal or greater Fair Market Value manufactured or licensed by the same manufacturer or licensor as such item of Hardware or Software subject to a Lease. The determination of whether any item of Equipment is substantially equivalent or better than an item of Equipment subject to a Lease shall be based on all relevant facts and circumstances. “Supplier” means as to any Equipment, the Seller and the manufacturer or licensor of such Equipment collectively, or where the context requires, any of them.
“System Software” means an item of Software that is pre -loaded on an item of Hardware purchased by Lessor for lease hereunder for which the relevant Purchase Documents specify no purchase price separate from the aggregate purchase price specified for such items of Hardware and Software.

“Taxes” means all license and reg istration fees and all taxes (local, state and federal), fees, levies, imposts, duties, assessments, charges and withholding of any nature whatsoever, however designated (including, without limitation, any value added, transfer, sales, use, gross receipts, business, occupation, excise, personal property, real property, stamp or other taxes) other than taxes measured by Lessor’s income.
“Term” means the term thereof as specified in the related Lease Schedule. “Total Cost” means as to any Lease, the total acq uisition cost to Lessor of the Equipment subject to such Lease as set forth in the applicable Purchase Documents, including related delivery, installation, taxes and other charges which Lessor has agreed to pay and treat as a portion of such acquisition cost, if any.
“UCC” means the Uniform Commercial Code as enacted and in effect in any applicable jurisdiction. “Unit of Equipment” means, as to the Equipment leased pursuant to any Lease Schedule (a) each individual item Equipment leased pursuant to such Lease Schedule, and (b) all Equipment taken as a whole leased pursuant to such Lease Schedule.

Exhibit A to Master Lease Agreement

Master Lease Agreement Number ___________________
Lease Schedule Number ___________________

STATE AND LOCAL GOVERNMENT MASTER LEASE PURCHASE AGREEMENT

SCHEDULE

Hewlett-Packard Financial Services Company 5 (“Lessor”) and ____________________, an agency, department , institution of higher education, or political subdivision of the State of __________ (“Lessee”) are parties to the State and Local Government Master Lease Purchase Agreement identified by the Master Lease Agreement Number specified above (the “Master Lease Agreement”). This Lease Schedule (which shall be identified by the Lease Schedule Number specified above) and the Master Lease Agreement together comprise a separate Lease between the parties. The terms and conditions of the Master Lease Agreement are hereby incorporated by reference into this Lease Schedule. All capitalized terms used in this Lease Schedule without definition have the meanings ascribed to them in the Master Lease Agreement.

1. LEASE.

A. Description of Items of Leased Equipment Total Cost $
B. Term: ___________ Months.

2. Rent. See Attachment A. Annual Rate of Interest _____

3. LATEST COMMENCEMENT DATE: _________________. Lessor’s obligation to purchase and lease the Equipment is subject to the Acceptance Date being on or before the Latest Commencement Date.

4. EQUIPMENT LOCATION: __________________________________________________________________________________

5. SELLER: _______________________________________________________________________________________________

6. APPROPRIATIONS: Monies for all Rent and other payments due under the Lease Schedule for the Fiscal Period ending ___________ are available from Lessee's appropriated funds for such Fiscal Period and that appropriations and/or other funds have been encumbered or designat ed for the payment of all Rent and other payments that shall become due under the Lease in such Fiscal Period.

7. NON-ASSIGNABILITY BY LESSOR: Notwithstanding any other terms or conditions set forth in the Master Lease Agreement to the contrary, Lessor hereby agrees that it shall not and will not sell, discount, factor, hypothecate or otherwise dispose of its interest in the Equipment or this Lease Schedule or any Lease, except to a Lessor Affiliate in connection with a merger, reorganization, sale of assets or substantial portfolio sale.

8. ADDITIONAL PROVISIONS:

9. FISCAL PERIOD:________________________

LESSOR AGREES TO LEASE TO LESSEE AND LESSEE AGREES TO LEASE FROM LESSOR THE EQUIPMENT DESCRIBED IN SECTION 1.A ABOVE. SUCH LEASE WILL BE GOVERNED BY THE MAST ER LEASE AGREEMENT AND THIS LEASE SCHEDULE, INCLUDING THE IMPORTANT ADDITIONAL TERMS AND CONDITIONS SET FORTH ABOVE. LESSEE HEREBY REPRESENTS AND

WARRANTS THAT ON AND AS OF THE DATE HEREOF EACH OF THE REPRESENTATIONS AND WARRANTIES MADE BY LESSEE IN THE MASTER LEASE AGREEMENT ARE TRUE, CORRECT AND COMPLETE.

5 Authorized to do business in the name of Hewlett-Packard Financial Services Company, Inc. in the states of Alabama and New York.

Master Lease Agreement Number _______________________
Lease Schedule Number __________________________

ATTACHMENT A

SCHEDULE TO STATE AND LOCAL GOVERNMENT MASTER LEASE PURCHASE AGREEMENT

The first payment of Rent will be due [__ days after][on] the Acceptance Date and all payments will be due [monthly][quarterly][semi- annually][annually] thereafter.

Rent
Payment Rent Interest Principal
Principal Balance Prepayment
Premium
Concluding
Payments

No.

1 2
3 4
Totals

Please note that the Prepayment Premium is 2 % of the Principal Balance, only payable in the case of early repayment of the lease.

Lessee Please Initial and date: _____________________________

Exhibit B to Master Lease Agreement

Master Lease Agreement Number __________________
Lease Schedule Number ___________________________

STATE AND LOCAL GOVERNMENT MASTER LEASE PURCHASE AGREEMENT

ACCEPTANCE CERTIFICATE

Hewlett-Packard Financial Services Company 6 (“Lessor”) and «Name_of_Lessee», an agency, department , institution of higher education, or political subdivision of the State of __________ (“Lessee”) are parties to the State and Local Government Master Lease Purchase Agreement (the “Master Agreement”) and Lease Schedule under such Master Lease Agreement (the “Lease Schedule”) identified by the Master Lease Agreement Number and Lease Schedule Number, respectively, specified above. The Master Lease Agreement and Lease Schedule together comprise a separate Lease that is being accepted and commenced pursuant to this Acceptance Certificate. Al l capitalized terms used in this Acceptance Certificate without definition have the meanings ascribed to them in the Master Lease Agreement.

1. LEASE ACCEPTANCE. Lessee hereby acknowledges that the Equipment described in Section 1 of the Lease Schedule, or if different, the Equipment described in the attached invoice or other attachment hereto, has been delivered to the Equipment Lo cation specified below, inspected by Lessee and found to be in good operating order and condition, and has been unconditionally and irrevocably accepted by Lessee under the Lease evidenced by the Master Lease Agreement and the Lease Schedule as of the Acceptance Date set forth below. Lessee authorizes Lessor to reduce the Rent payments on the Lease Schedule to reflect the Final Invoice Amount set forth on the attached invoice(s) if such amount is lower than the Total Cost on the Lease Schedule.

2. LESSEE ACKNOWLEDGEMENTS. Lessee hereby agrees to faithfully perform all of its obligations under the Master Lease Agreement and the Lease Schedule and reaffirms, as of the date hereof, its representations and warranties as set forth in the Master Lease Agreement. Lessee hereby acknowledges its agreement to pay Lessor Rent payments, as set forth in the Lease Schedule, plus any applicable taxes, together with all other costs, expenses and charges whatsoever which Lessee is required to pay pursuant to the Mas ter Lease Agreement and the Lease Schedule, in each instance at the times, in the manner and under the terms and conditions set forth in the Master Lease Agreement and the Lease Schedule, respectively.

3. EQUIPMENT LOCATION. The Equipment has been installed and is located at the following Equipment Location:

______________________________________________________________________________________________

6 Authorized to do business in the name of Hewlett-Packard Financial Services Company, Inc. in the states of Alabama and New York.

ATTACHMENT 3 – HP MAINTENANCE SERVICES COST PER COPY TEMPLATE

ATTACHMENT 4 – HP MPS SOW TEMPLATE

Attachment 4 - HP
MPS SOW Template_ok.docx

ATTACHMENT 5 – HP MANAGED SUPPLIES DELIVERY AGREEMENT SOW

Attachment 5 - HP
Managed Supplies Delivery Agreement SOW Template_ok.docx

ATTACHMENT 6 – HP MAINTENANCE SERVICES MANAGED CARTRIDGE BILLING TEMPLATE

ATTACHMENT 7 – HP STATE AND LOCAL GOVERNMENT AND EDUCATION CUSTOMER

RETURN POLICY FOR DROP-SHIP EQUIPMENT

DocuSign Envelope ID: 89386442-81F6-451D-BCAF-EBAEC48ECDCF Docusign Envelope ID: E0CEF07E-BE36-4B21-B6FE-85EB4591C1F1

SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE

THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS.

INSURER(S) AFFORDING COVERAGE
INSURER F :

INSURER E :

INSURER D :

INSURER C :

INSURER B :

INSURER A :

NAIC #
NAME:

CONTACT
(A/C, No):

FAX
E-MAIL
ADDRESS:

PRODUCER
(A/C, No, Ext):

PHONE

INSURED
REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES
IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed.

If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s).

THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS

CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.

OTHER:
(Per accident)
(Ea accident)
$
$
N / A
SUBR
WVD
ADDL
INSD

THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS

CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. $ $
$
$PROPERTY DAMAGE
BODILY INJURY (Per accident)
BODILY INJURY (Per person)

COMBINED SINGLE LIMIT

AUTOS ONLY

AUTOSAUTOS ONLY

NON-OWNED

SCHEDULEDOWNED

ANY AUTO

AUTOMOBILE LIABILITY
Y / N

WORKERS COMPENSATION

AND EMPLOYERS' LIABILITY
OFFICER/MEMBER EXCLUDED?
(Mandatory in NH)
DESCRIPTION OF OPERATIONS below
If yes, describe under

ANY PROPRIETOR/PARTNER/EXECUTIVE
$
$
$
E.L. DISEASE - POLICY LIMIT
E.L. DISEASE - EA EMPLOYEE
E.L. EACH ACCIDENT
ER
OTH-

STATUTE
PER

LIMITS(MM/DD/YYYY)

POLICY EXP
(MM/DD/YYYY)

POLICY EFF

POLICY NUMBERTYPE OF INSURANCELTR
INSR
DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required)

EXCESS LIAB
UMBRELLA LIAB $EACH OCCURRENCE
$AGGREGATE
$
OCCUR

CLAIMS-MADE
DED RETENTION $
$PRODUCTS - COMP/OP AGG
$GENERAL AGGREGATE
$PERSONAL & ADV INJURY
$MED EXP (Any one person)
$EACH OCCURRENCE

DAMAGE TO RENTED
$PREMISES (Ea occurrence)

COMMERCIAL GENERAL LIABILITY

CLAIMS-MADE OCCUR
GEN'L AGGREGATE LIMIT APPLIES PER:

POLICY PRO-

JECT LOC

CERTIFICATE OF LIABILITY INSURANCE

DATE (MM/DD/YYYY)

CANCELLATION

CERTIFICATE HOLDER
The ACORD name and logo are registered marks of ACORD
HIRED

AUTOS ONLY
X
NIL
EL applies to all States
24147
A
11/01/2026
X
CN102271270-STND-GAWU-25-26
2,500,000
N/A
Marsh USA Inc.

HOU-004087110-06
11/01/2025
X
NIL
11/06/2025
See Additional Page
8 2,500,000
2,500,000
2,500,000
A
[email protected]
11/01/2026
11/01/2025
MWTB 314056-25
5,000
MWC 314329-25
including CA and Monopolistic
2,500,000
City of Bakersfield is included as Additional Insured with respect to General Liability where required by written contract. Waiver of Subrogation is applicable where required by written contract. 1501 Page Mill Road
HP Inc.

Palo Alto, CA 94304
2,500,000
Old Republic Insurance Co
4400 Comerica Bank Tower
MARSH USA, LLC.

Dallas, TX 75201-7357
1717 Main Street
Attn: [email protected]
MWZY314058-25
N/A
N
Bakersfield, CA 93301
City of Bakersfield
1600 Truxtun Avenue
11/01/2025
A
2,500,000
X
11/01/2026
Docusign Envelope ID: E0CEF07E-BE36-4B21-B6FE-85EB4591C1F1 ACORD 101 (2008/01)
The ACORD name and logo are registered marks of ACORD
© 2008 ACORD CORPORATION. All rights reserved.

THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER:

FORM TITLE:

ADDITIONAL REMARKS

ADDITIONAL REMARKS SCHEDULE
Page of
AGENCY CUSTOMER ID: LOC #:

AGENCY

CARRIER

NAIC CODE

POLICY NUMBER

NAMED INSURED
EFFECTIVE DATE:

MARSH USA, LLC.�
SIR: $5,000,000�
Policy Number: MWXS 315832-25�
Excess Workers Compensation (CA only)�
�
Carrier: Old Republic Insurance Company�
Excess of CA qualified self insurance�
HP Inc.’s General Liability insurance provides a per occurrence limit of $2.5M and includes Products/Completed Operations coverage. Coverage is not limited by an aggregate limit.� ��
�
Effective Dates: 11/01/2025 - 11/01/2026
Carrier: Old Republic Insurance Company�
Effective Dates: 11/01/2025 - 11/01/2026�
2 Dallas
Certificate of Liability Insurance
Policy Number: MWXS 314057-25�
�
25 Workers Compensation applies to ALL STATES other than CA and Monopolistic� SIR: $5,000,000�
Excess Workers Compensation (Monopolistic States only)� 1501 Page Mill Road�
HP Inc.�
Palo Alto, CA 94304
2 CN102271270
Docusign Envelope ID: E0CEF07E-BE36-4B21-B6FE-85EB4591C1F1 Docusign Envelope ID: E0CEF07E-BE36-4B21-B6FE-85EB4591C1F1 Docusign Envelope ID: E0CEF07E-BE36-4B21-B6FE-85EB4591C1F1 Docusign Envelope ID: E0CEF07E-BE36-4B21-B6FE-85EB4591C1F1 Docusign Envelope ID: E0CEF07E-BE36-4B21-B6FE-85EB4591C1F1 Certificate Of Completion
Envelope Id: E0CEF07E-BE36-4B21-B6FE-85EB4591C1F1
Status: Sent
Subject: Complete with Docusign: HP Agmt- Over 100k.pdf, COI City of Bakersfield 11.6.25.pdf Source Envelope:

Document Pages: 130
Signatures: 2
Envelope Originator:

Certificate Pages: 5
Initials: 0
City Clerk's Office
AutoNav: Enabled
EnvelopeId Stamping: Enabled
Time Zone: (UTC-08:00) Pacific Time (US & Canada)
[email protected]
IP Address: 174.46.226.5
Record Tracking
Status: Original
11/10/2025 8:29:38 AM
Holder: City Clerk's Office
[email protected]
Location: DocuSign
Security Appliance Status: Connected
Pool: StateLocal
Storage Appliance Status: Connected
Pool: City of Bakersfield
Location: Docusign
Signer Events
Signature
Timestamp
Subbaraman Krishnan
[email protected]
Sr Director
Security Level: Email, Account Authentication
(None)

Signature Adoption: Pre-selected Style
Using IP Address: 136.226.2.248
Sent: 11/10/2025 9:03:56 AM
Viewed: 11/10/2025 11:28:00 AM
Signed: 11/10/2025 11:38:31 AM
Electronic Record and Signature Disclosure:

Accepted: 11/10/2025 11:28:00 AM
ID: 256a1347-d5f2-406f-84b6-73d52863bed8
Gregory Pronovost
[email protected]
Technology Services Director
City of Bakersfield, Technology Services Department
Security Level: Email, Account Authentication
(None)
Signature Adoption: Drawn on Device
Using IP Address: 174.46.226.5
Sent: 11/10/2025 11:38:34 AM
Viewed: 11/10/2025 12:12:11 PM
Signed: 11/10/2025 12:12:26 PM
Electronic Record and Signature Disclosure:

Accepted: 11/10/2025 12:12:11 PM
ID: 04281801-3af4-4be4-b99d-1b2241eeafb7
Jena Covey
[email protected]

RISK MANAGER
Security Level: Email, Account Authentication
(None)
Sent: 11/10/2025 12:12:28 PM
Electronic Record and Signature Disclosure:

Accepted: 11/7/2025 4:11:38 PM
ID: ff31e7c1-11ed-4bed-a6e6-4caa54158db1
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ELECTRONIC RECORD AND SIGNATURE DISCLOSURE
From time to time, City of Bakersfield (we, us or Company) may be required by law to provide to you certain written notices or disclosures. Described below are the terms and conditions for providing to you such notices and disclosures electronically through the DocuSign system.

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All notices and disclosures will be sent to you electronically Electronic Record and Signature Disclosure created on: 6/28/2022 10:51:05 AM Parties agreed to: Subbaraman Krishnan, Gregory Pronovost, Jena Covey Unless you tell us otherwise in accordance with the procedures described herein, we will provide electronically to you through the DocuSign system all required notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to you during the course of our relationship with you. To reduce the chance of you inadvertently not receiving any notice or disclosure, we prefer to provide all of the required notices and disclosures to you by the same method and to the same address that you have given us. Thus, you can receive all the disclosures and notices electronically or in paper format through the paper mail delivery system. If you do not agree with this process, please let us know as described below. Please also see the paragraph immediately above that describes the consequences of your electing not to receive delivery of the notices and disclosures electronically from us.

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ADMINISTRATIVE REPORT

MEETING DATE: November 19, 2025 AGENDA CATEGORY: Consent - Agreements TO: Honorable Mayor and City Council
FROM: Greg Terry, Chief of Police
DATE: November 4, 2025
SUBJECT: Agreement with Kern County Forensic Services, LLC. (not to exceed $250,000) to continue forensic evidence collection and examination services.

RECOMMENDATION:

Staff recommends approval of this agreement.

BACKGROUND: The Bakersfield Police Department (BPD) relies on professional nursing services to assist in the forensic investigation of reported sexual assaults. These investigations often require evidentiary examinations (collection of physical evidence, injury documentation, etc.) of victims and suspects for the purpose of prosecution. Exams of this nature are mandatory for the investigating law enforcement agency within the jurisdiction of the criminal offense.

Since November 20, 201 9, Kern County Forensic Services, LLC . (KCFS) has provid ed these services on behalf of the BPD . In this capacity, KCFS nurses provide expertise in the collection of evidence and are called to testify on behalf of the People of the State of California as Subject Matter Experts during suspect prosecution. Nurses are also available 24 hours a day for consultation on any forensic evidence questions a BPD Detective might have. KCFS is the only firm in the Bakersfield area that provides the combination of experience, facilities, and expertise to provide such services.

FISCAL IMPACT: The proposed agreement will carry a term of one year, with a maximum not to exceed compensation amount of $250,000. Approximately 90% of the City’s cost per exam will be off set through the reimbursement program from the Governor’s Office of Emergency Services (CalOES).

COUNCIL GOAL:

Safety and Resilience

ATTACHMENTS:

1. Exhibit A

2. Agreement

KC FORENSCIS AGREEMENT Page 1
Updated – November 4, 2025

AGREEMENT NO. ___________________

INDEPENDENT CONTRACTOR'S AGREEMENT
[Over $100,000]

This INDEPENDENT CONTRACTOR’S AGREEMENT (“Agreement”) is made and entered into on _______________________, by and bet ween the CITY OF BAKERSFIELD, a municipal corporation (referred to herein as “CIT Y”), and KERN COUNTY FORENSIC SERVICES LLC, a limited liability company authorized to do business in California (referred to herein as “CONTRACTOR”).

R E C I T A L S

WHEREAS, CONTRACTOR represents that CONTRACTOR is experienced, well qualified and a specialist in the field of forensic evidence collection and examinations; and

WHEREAS, CITY seeks to retain CONTRACTOR’s services for the purpose of assisting in forensics evidence collection and examination of victims and suspects of sexual assault, domestic violence, child physica l and sexual abuse and postmortem investigations.

NOW, THEREFORE, incorporating the foregoing recitals herein, CITY a nd CONTRACTOR mutually agree as follows:

1. SCOPE OF WORK. In exchange for the Compensation (defined below), CONTRACTOR shall perform the following (collectivel y, the “Scope of Work”): upon CITY’s request, CONTRACTOR shall colle ct forensic evidence pursuant to California Office of Emergency Services (CAL OES) state protocols by qualified forensic examiners. All such work shall include the use of mandated CAL OES forms, evidence, collection, di gital photography, and Rapid DNA Sequencing (RADS). Contractor shall p rovide copies of all photographs to CITY and discuss findings with CITY at the conclusion of each examination. CONTRACTOR shall relinquish its c ollected evidence to CITY and shall maintain chain of custody for each e xamination. Upon request by CITY, CONTRACTOR shall make the results of and evidence from any examination to agency and any prosecuting offic e after the date of such examination. CONTRACTOR shall provide competen t expert witness courtroom testimony when compelled by subpoena to do so. The Scope of Work shall include all items and procedures necessary to properly complete the task CONTRACTOR has been hired to perform, whet her specifically included in this Scope of Work or not.

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2. COMPENSATION/PAYMENT PROCEDURE. Subject to the conditions of this section, CITY will pay CONTRACTOR as follows for pe rforming the Scope of Work (“Compensation”): based on a per exam rate as outlined in the attached Exhibit “A” attached hereto and incorporated herein as reference.

CITY will pay CONTRACTOR within thirty (30) days af ter CONTRACTOR submits an itemized invoice for the portions of the Scope of Work completed and that invoice is approved by CITY. The Compensation will be the total amount paid to CONTRACTOR for performi ng the Scope of Work and includes, but is not limited to, all out-o f-pocket costs and taxes.

CITY will pay no other compensation to CONTRACTOR. In no case will CITY compensate CONTRACTOR more than Two Hundred Fifty Thousand Dollars ($250,000) for performing the Scope of Work.

3. TERM. Unless terminated sooner, as set forth herein, thi s Agreement shall terminate one year from the date of execution.

4. TERMINATION. Either party may terminate this Agreement after gi ving the other party written notice, as provided herein, ten (10) days before the termination is effective.

5. ACCOUNTING RECORDS. CONTRACTOR shall maintain accurate accounting records and other written documentation pertaining to all costs incurred in performance of this Agreement. Su ch records and documentation shall be kept at CONTRACTOR's office during the term of this Agreement, and for a period of three (3) years from the date of the final payment hereunder, and made available to CITY repre sentatives upon request at any time during regular business hours.

6. ASSIGNMENT. Neither this Agreement nor any rights, interests, d uties, liabilities, obligations or responsibilities arisin g out of, concerning or related in any way to this Agreement (including, but not li mited to, accounts, actions, causes of action, claims, damages, demands , liabilities, losses, obligations, or reckonings of any kind or nature wh atsoever, for compensatory or exemplary and punitive damages, or declaratory, equitable or injunctive relief, whether based on co ntract, equity, tort or other theories of recovery provided for by the comm on or statutory law) may be assigned or transferred by any party. Any su ch assignment is prohibited, and shall be unenforceable and otherwise null and void without the need for further action by the non-assigning party or parties.

7. BINDING EFFECT. The rights and obligations of this Agreement shall inure to the benefit of, and be binding upon, the parties to the Agreement and their Docusign Envelope ID: 0DEF250A-094E-4F36-B185-5FA19E73A03D

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heirs, administrators, executors, personal represen tatives, successors and assigns.

8. COMPLIANCE WITH ALL LAWS. CONTRACTOR shall, at CONTRACTOR’s sole cost, comply with all of the requirements of munici pal, state, and federal authorities now in force, or which may hereafter be in force, pertaining to this Agreement, and shall faithfully observe in all activities relating to or growing out of this Agreement all municipal ordinan ces and state and federal statutes, rules or regulations, and permitt ing requirements now in force or which may hereafter be in force including, without limitation, obtaining a City of Bakersfield business tax certificate (Bakersfield Municipal Code Chapter 5.02) where required.

9. CORPORATE AUTHORITY. Each individual signing this Agreement on behalf of entities represents and warrants that they are, respectively, duly authorized to sign on behalf of the entities and to bind the entities fully to each and all of the obligations set forth in this Agreement.

10. COUNTERPARTS. This Agreement may be executed in any number of counterparts, each of which shall be considered as an original and be effective as such.

11. DIRECTION. CONTRACTOR retains the right to control or direct the manner in which the services described herein are performed.

12. EQUIPMENT. CONTRACTOR will supply all equipment, tools, mater ials and supplies necessary to perform the services under this Agreement.

13. EXECUTION. This Agreement is effective upon the date first wr itten above and is the product of negotiation and all parties are equally responsible for authorship of this Agreement. Section 1654 of the California Civil Code shall not apply to the interpretation of this Agreement.

14. EXHIBITS. In the event of a conflict between the terms, cond itions or specifications set forth in this Agreement and thos e in exhibits attached hereto, the terms, conditions, or specifications se t forth in this Agreement shall prevail. All exhibits to which reference is m ade in this Agreement are deemed incorporated in this Agreement, whether or n ot actually attached.

15. FURTHER ASSURANCES. Each party shall execute and deliver such papers, documents, and instruments, and perform such acts a s are necessary or appropriate, to implement the terms of this Agreeme nt and the intent of the parties to this Agreement.

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16. GOVERNING LAW. The laws of the State of California will govern the validity of this Agreement and its interpretation and perfor mance. Any litigation arising in any way from this Agreement shall be bro ught in Kern County, California.

18. INDEMNITY. CONTRACTOR shall indemnify, defend, and hold harmless CITY and CITY’s officers, agents and employees against a ny and all liability, claims, actions, causes of action or demands whatsoever against them, or any of them, before administrative or judicial trib unals of any kind whatsoever, arising out of, connected with, or caused by CONTRACTOR or CONTRACTOR’s employees, agents, independent contractors, companies, or subcontractors in the performance of, or in any way arising from, the terms and provisions of this Agreement whether or n ot caused in part by a party indemnified hereunder, except for CITY’s sole active negligence or willful misconduct.

19. INDEPENDENT CONTRACTOR. This Agreement calls for CONTRACTOR’s performance of the Scope of Work as an independent contractor.

CONTRACTOR is not an agent or employee of CITY for any purpose and is not entitled to any of the benefits provided by CIT Y to its employees. This Agreement shall not be construed as forming a partn ership or any other association with CONTRACTOR other than that of an i ndependent contractor.

20. INSURANCE.

20.1 Types and Limits of Insurance. In addition to any other insurance or security required under this Agreement, CONTRACTOR must procure and maintain, for the duration of this Agreement, the types and limits of insurance below ("Basic Insurance Requirements").

20.1.1 Automobile liability insurance, providing coverage for owned, non-owned, and hired autos on an occurrence
basis for bodily injury, including death, of one or more persons, property damage, and personal injury, with limits of not less than $1,000,000 per occurrence.

20.1.2 Commercial general liability insurance, unless otherwise Docusign Envelope ID: 0DEF250A-094E-4F36-B185-5FA19E73A03D

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approved by CITY’s Risk Manager, providing coverage on an occurrence basis for bodily injury, including de ath, of one or more persons, property damage, and personal
injury, with limits of not less than $1,000,000 per occurrence.

The policy must:

20.1.2.1 Provide contractual liability coverage for the terms of this Agreement;

20.1.2.2 Provide products and completed operations
coverage;

20.1.2.3 Provide premises, operations, and mobile
equipment coverage; and

20.1.2.4 Contain an additional insured endorsement in
favor of CITY and its mayor, council, officers,
agents, employees, and designated volunteers.

20.1.3 Workers' compensation insurance with limits of not less than $1,000,000 per occurrence. In accordance with the
provisions of Labor Code Section 3700, every contractor will be required to secure the payment of compensation t o his employees. Pursuant to Labor Code Section 1861,
CONTRACTOR must submit to CITY the following
certification before beginning any work on the
Improvements:

I am aware of the provisions of Section 3700 of the
Labor Code which require every employer to be
insured against liability for worker’s compensation or to undertake self-insurance in accordance with the
provisions of that code, and I will comply with suc h
provisions before commencing the performance of
the work of this contract.

By executing this Agreement, CONTRACTOR is submitting the certification required above.

The policy must contain a waiver of subrogation in favor of CITY and its mayor, council, officers, agents, employees, and designated volunteers.

20.2 General Provisions Applying to All Insurance Types.

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20.2.1 All policies required of CONTRACTOR must be written on a first-dollar coverage basis, or contain a deductibl e
provision. Subject to CITY’s advance approval,
CONTRACTOR may utilize a self-insured retention in any or all of the policies provided, but the policy or pol icies may not contain language, whether added by endorsement or
contained in the policy conditions, that prohibits
satisfaction of any self-insured provision or requi rement by anyone other than the named insured or by any means
including other insurance or which is intended to defeat the intent or protection of an additional insured.

20.2.2 All policies required of CONTRACTOR must be primary insurance as to CITY and its mayor, council, officers, agents, employees, or designated volunteers and any insurance or self-insurance maintained by CITY and its mayor, co uncil, officers, agents, employees, and designated volunte ers must be excess of CONTRACTOR’s insurance and must n ot
contribute with it.

20.2.3 The insurance required above, except for workers’ compensation insurance, must be placed with insurers with a Best’s rating as approved by CITY’s Risk Manager, but in no event less than A-:VII. Any deductibles, self-in sured retentions, or insurance in lesser amounts, or lack of certain types of insurance otherwise required by this Agreement, or insurance rated below Best’s A-:VII, must be declar ed prior to execution of this Agreement and approved by CITY in writing.

20.2.4 The insurance required in this section must be main tained until the Scope of Work is satisfactorily completed as evidenced by CITY’s written acceptance. All policie s must provide that there will be continuing liability the reon, notwithstanding any recovery on any policy.

20.2.5 Full compensation for all premiums which CONTRACTOR is required to pay to satisfy the Basic Insurance Requirements shall be considered as included in the prices paid for the performance of the Scope of Work, and no additional
allowance will be made therefor or for additional premiums which may be required by extensions of the policies of insurance.

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20.2.6 It is further understood and agreed by CONTRACTOR t hat its liability to CITY will not in any way be limited to or affected by the amount of insurance obtained and carried by
CONTRACTOR in connection with this Agreement.

20.2.7 Unless otherwise approved by CITY, if any part of the Scope of Work is subcontracted, the Basic Insurance Requirements must be provided by, or on behalf of, all subcontra ctors even if CITY has approved lesser insurance requirements for CONTRACTOR, and all subcontractors must agree in writing to be bound by the provisions of this section.

21. INTERPRETATION. Whenever the context so requires, the masculine ge nder includes the feminine and neuter, and the singular number includes the plural.

22. KEY PERSONNEL. At request of CITY, CONTRACTOR shall name all key personnel to be assigned to the work set forth herein. CITY reserves the right to approve key personnel, which approval shall not be unreasonably withheld. Once the key personnel are approved CONTR ACTOR shall not change such personnel without the approval of CITY.

23. LICENSES. CONTRACTOR shall, at its sole cost and expense, ke ep in effect or obtain at all times during the term of this Agreement any licenses, permits and approvals which are legally required for CONTRA CTOR to practice its profession and perform the Scope of Work. If CONTRA CTOR is a corporation, at least one (1) officer or key employee shall hold the required licenses or professional degrees. If CONTRACTOR is a partnership, at least one (1) partner shall hold the required licensees or professional degrees.

24. MERGER AND MODIFICATION. This Agreement sets forth the entire agreement between the parties and supersedes all ot her oral or written representations. This Agreement may be modified onl y in a writing approved by the City Council and signed by all the parties.

25. NO WAIVER OF DEFAULT. The failure of any party to enforce against another party any provision of this Agreement shall not con stitute a waiver of that party's right to enforce such a provision at a late r time and shall not serve to vary the terms of this Agreement.

26. NON-INTEREST. No CITY officer or employee shall hold any interes t in this Agreement (California Government Code section 1090).

27. NOTICES. All notices relative to this Agreement shall be given in writing and Docusign Envelope ID: 0DEF250A-094E-4F36-B185-5FA19E73A03D

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shall be personally served or sent by certified or registered mail and be effective upon actual personal service or depositin g in the United States mail. The parties shall be addressed as follows, or at any other address designated by notice:

CITY: CITY OF BAKERSFIELD

CITY HALL
1600 Truxtun Avenue
Bakersfield, California 93301

CONTRACTOR: KERN COUNTY FORENSIC SERVICES
1335 Greely Road
Bakersfield, CA 93314

28. RESOURCE ALLOCATION. All CITY obligations under the terms of this Agreement are subject to the appropriation and allocation of resources by the City Council.

29. SB 854 COMPLIANCE. To the extent Labor Code Section 1771.1 applies to this Agreement, a contractor or subcontractor shall not be qualified to bid on, be listed in a bid proposal, be subject to the requirements of Section 4104 of the Public Contract Code, or engage in the performance of any contract for public work, as defined in this chapte r, unless currently registered and qualified to perform public work pur suant to Labor Code Section 1725.5. It is not a violation of Labor Code Section 1771.1 for an unregistered contractor to submit a bid that is authorized by Section 7029.1 of the Business and Professions Code or by Section 10164 or 20103.5 of the Public Contract Code, provided the contractor is re gistered to perform public work pursuant to Labor Code Section 1725.5 at the time the contract is awarded. The prime contractor is required to pos t job site notices in compliance with California Code of Regulations, Title 8, Section 16451. This project is subject to compliance monitoring and enf orcement by the California Department of Industrial Relations.

Bakersfield City CouncilNovember 19, 2025

Bakersfield City Council
November 19, 2025