Rancho Cucamonga City Council
December 17, 2025

specializes in community promotion, event coordination, and regional storytelling. Given GOCAL’s existing operational capacity and local partnerships, they were selected to administer and operate the pilot program funded through Congressmember Torres’ federal earmark.

Under this partnership, GOCAL will provide comprehensive administrative and operational support, including contract management, data collection, program evaluation, customer service, and marketing. They will also supply and operate the shuttle vehicles that make up the one-year pilot. The service will offer scheduled transportation to key destinations throughout the City with the goal of improving local mobility, reducing traffic congestion, addressing last-mile barriers, and supporting sustainable travel choices.

This partnership structure reflects the City’s original intent when seeking federal funding in 2022:
to pilot an adaptable, data-driven mobility solution that could be scaled or modified based on community needs, future development patterns, and regional transportation investments. The forthcoming data and evaluation from this pilot will serve as a foundation for determining the viability of permanent or expanded mobility services in Rancho Cucamonga.

FISCAL IMPACT:

No City funds will be used for the circulator pilot. The full cost of the pilot program, up to $1,000,000, will be funded through the federal earmark secured by Congressmember Torres. The City will reimburse GOCAL for eligible administrative and shuttle service costs using these federal funds for the duration of the one-year pilot.

Type Description Account Amount
Revenue Federal Grants F275 | CC109 | 4501 | RC5100 $1,000,000 Expenditure Capital Outlay – Land F275 | CC109 | 7000 | SC7005 $1,000,000 COUNCIL MISSION / VISION / VALUE(S) ADDRESSED:

The circulator pilot will provide and nurture an excellent quality of life for all, help promote and enhance a safe and healthy community for all, and intentionally embrace and anticipate our future in Rancho Cucamonga.

ATTACHMENTS:

None.

DATE: December 17, 2025
TO: Mayor and Members of the City Council
FROM: Elisa C. Cox, City Manager
INITIATED BY: Jennifer Hunt-Gracia, Deputy City Manager Michael Parmer, Engagement and Special Programs Director Hope Velarde, Management Analyst II
SUBJECT: Consideration to Accept $15,000 of Kaiser Permanente Grant Funds and Appropriate $15,000 in Revenue and Expenditures to Expand Mental Health Resources at Day Creek Intermediate. (CITY)
RECOMMENDATION:

Staff recommends the City Council accept $15,000 of Kaiser Permanente Grant Funds into F001 and appropriate $15,000 in revenue and expenditures to expand mental health resources at Day Creek Intermediate School.

BACKGROUND:

Kaiser Permanente’s San Bernardino County Community Health Grant program focuses on a variety of areas, including access to care, housing and homelessness, income and employment, education, and mental and behavioral health. Specifically for mental and behavioral health, Kaiser prioritizes applications that:
• Address youth mental health needs
• Build community-based capacity
• Promote trauma-informed care
• Enhance access to quality mental health services in schools, neighborhoods, and households to mitigate social isolation, trauma, grief, depression, and anxiety During the 2024 – 2025 program year, the Healthy RC Youth Leader’s Mental Health Group focused on mental health in middle schools. Through research, school outreach, and focus groups comprised of their peers, the Youth Leaders – many of whom attended Day Creek Intermediate School – identified substantial gaps in mental health resources available to middle school students compared with those offered at the high school level. Their findings showed a clear need for on-campus supports and accessible mental health education.

Based on these findings, the City submitted a letter of interest in Summer 2025 to apply for a Kaiser Permanente grant, specifically to address this gap by expanding mental health resources and access to services at Day Creek Intermediate School. Kaiser invited the City to submit a full application, and the Youth Leader Group’s research directly informed its development. The City was notified of the grant award in September 2025.

ANALYSIS:

The City was awarded $15,000 from October 2025 through October 2026 to implement targeted mental health supports at Day Creek Intermediate School. This effort is being carried out in partnership with the Etiwanda School District and Day Creek Intermediate School administration, who have expressed strong support for the project and will collaborate with the City to integrate the program into existing student wellness efforts. This partnership ensures that program activities are aligned with school needs, accessible to students, and sustainable throughout the grant period.

The project will pilot strategies designed to create a supportive environment that normalizes mental health conversations, connects students to essential resources, and encourages positive behavioral health practices. Grant Funds may be used towards:
• Furnishing an on-campus Wellness Center
• Delivering mental health programming and workshops
• Partnering with local mental health professionals for on-site support • Training staff and peer leaders to foster a culture of care and resilience Program Objectives include:
• Reduce stigma around mental health by integrating age-appropriate education and peer engagement opportunities
• Improve student awareness of and access to school-based and local mental health resources
• Promote early intervention and emotional well-being through consistent, visible supports on campus
The project is expected to directly serve 800–1,200 middle school students during the academic year, with additional benefits for families, educators, and school support staff. By aligning youthidentified needs with strong school partnerships and external grant funding, this initiative expands campus-based mental health resources, strengthens school capacity, and supports a culture of well-being that extends beyond the classroom.

FISCAL IMPACT:

No city funds will be used for this program. The full cost will be funded through the Kaiser grant and will not exceed $15,000.

Type Description Account Amount
Revenue Local and Other Grants F001 | CC107 | 4501 | RC5102 $15,000 Expenditure General Operations F001 | CC107 | 6200 | SC1404 $15,000 COUNCIL MISSION / VISION / VALUE(S) ADDRESSED:

The Kaiser Grant will provide and nurture an excellent quality of life for all, help promote and enhance a safe and healthy community for all, and creates equitable opportunity to prosper by improving youth mental health in Rancho Cucamonga.

ATTACHMENTS:

None.

DATE: December 17, 2025
TO: Mayor and Members of the City Council
FROM: Elisa C. Cox, City Manager
INITIATED BY: Michael Parmer, Engagement and Special Programs Director SUBJECT: Consideration of an Appropriation in the Amount of $120,000 from RC Fiber Fund for the Necessary Design, Engineering, Permitting, Plan Review, and Project Management for the Distribution of the Fiber Optic Network as Part of the City’s Fiber Optic Master Plan. (CITY) RECOMMENDATION:

Staff recommends the City Council approve an appropriation in the amount of $120,000 from RC Fiber Fund 1711304-7004 for the necessary design, engineering, permitting, plan review, and project management of the fiber optic network.

BACKGROUND:

Entrust Solutions Group (Entrust also dba EN Engineering, Inc.) has worked with municipalities throughout the United States to deliver large-scale fiber broadband projects. They have expertise in navigating local regulations, permitting processes, and community engagement which is crucial for timely project completion. In 2018, the City of Rancho Cucamonga and Entrust Solutions Group (previously known as Magellan Advisors, LLC) entered into a Professional Services Agreement (CO18-103) to provide the necessary design, engineering, permitting, and project management for the distribution of the fiber optic network as part of the City’s Fiber Optic Master Plan (Plan), including the operational parameters to connect the new fiber backbone to the City’s existing infrastructure. The original contract was approved at the regular City Council meeting on August 15, 2018, and was renewed at the regular City Council meeting on October 2, 2024, for a one (1) year term with three (3) one (1) year options for renewal.

ANALYSIS:

As the City’s municipal broadband network continues to expand, design services and project management are necessary for new development in determining new fiber connections and line extension opportunities for the Plan. The Entrust Solutions, Inc. staff continues to coordinate biweekly project update meetings with City staff, our Internet Service Provider (ISP) Onward, and our fiber optic construction team, Elecnor Belco. Given Entrust Solution’s knowledge of the project and master plan (developed in coordination with the City in 2017), along with their qualifications and expertise in the field, the City opted to exercise the first one-year contract extension to continue utilizing their services to monitor and provide oversight of the fiber optic design to ensure the project scope is maintained and achieved.

FISCAL IMPACT:

Fund from the Fiber Optic Network Fund (Fund 711) in the amount of $120,000 will be appropriated to 1711304-7004 – PID 1910-711. Under the agreement, Entrust Solutions, Inc.

receives a monthly payment of $4,500 ($54,000 per year) for project management services, including bi-weekly meetings with the City and the City’s contractors. The remaining funding is utilized on an as-needed basis for design services on new extensions, development of bill of materials, and for updating as-built drawings for inclusion into the City’s GIS system.

COUNCIL MISSION / VISION / VALUE(S) ADDRESSED:

This item brings together portions of the Council’s vision and core value by providing a sustainable City and promoting a safe and healthy community for all. Further, the implementation of the Fiber Optic Master Plan will enhance the City’s mission to embrace and anticipate the future of the community though an enhanced 21st century infrastructure that is critical for economic development for existing and new businesses as well as residential customers.

ATTACHMENTS:

Attachment 1 – Contract No. 2024-196 with Single Source Justification Attachment 2 – Contract Amendment No. 1

Attachment 1

RECOMMENDATION:

To accept a single source procurement for Entrust Solutions, Inc. for design, engineering, permitting, and project management services for RC Fiber.

BACKGROUND:

Entrust Solutions Group (Entrust) has worked with municipalities throughout the United States to deliver large-scale fiber broadband projects. They have expertise in navigating local regulations, permitting processes, and community engagement which is crucial for timely project completion.

In 2017, the City contracted Entrust (previously known as Magellan Advisors, LLC) to develop the City’s inaugural Fiber Master Plan. This plan outlined a high-level network strategy and design, prioritized infrastructure deployment strategies based on City corridors and zoning, and created a model for operationalizing municipal broadband.

In 2018, the City of Rancho Cucamonga and Entrust Solutions Group entered into a Professional Services Agreement (CO18-103) to provide the necessary design, engineering, permitting, and project management for the distribution of the fiber optic network as part of the City’s Fiber Optic Master Plan (Plan), including the operational parameters to connect the new fiber backbone to the City’s existing infrastructure. The original contract was approved at the regular City Council meeting on August 15, 2018 and had four (4) one- (1) year renewal options, ending June 30, 2024.

ANALYSIS:

Entrust has in-depth knowledge of the City’s fiber infrastructure, having designed the entire system from inception, and worked in collaboration with the City to develop adopted standards and policies that guide strategies and fiber implementation. Continuity is essential to ensuring the City can continue to leverage Entrust’s existing knowledge and experiences to ensure planning and design transitions seamlessly to construction and field operations. Entrust’s familiarity of the City’s infrastructure, planning and permitting requirements, and community dynamics will help expedite projects, reduce challenges, and troubleshoot issues expediently.

FISCAL IMPACT:

The cost of services provided by Entrust is for a monthly payment of $4,500 ($54,000 per year) for project management services, including bi-weekly meetings with the City and the City’s contractors. The remaining funding is utilized on an as-needed basis for design services on new DATE: September 23, 2024
TO: Ruth Cain, Purchasing Manager
FROM: Michael Parmer, Assistant to the City Manager
SUBJECT: Single Source Justification for Entrust Solutions, Inc. for esign, engineering, permitting, and project management services for RC Fiber.

MEMORANDUM
City Manager’s Office

extensions and development of bill of materials as well as updating as-built drawings for inclusion into the City’s GIS system.

COUNCIL GOAL(S) ADDRESSED:

Providing superior services to residents enhances the overall quality of life in Rancho Cucamonga and will support the City Council Core Values to build and preserve the City’s family-oriented atmosphere and intentionally embrace and anticipate the future.

ATTACHMENTS:

Attachment 1 – Entrust Proposal

I:\PURCHASE\TEMPLATES, FORMS\RFQ,RFQual,RFB,RFP TEMPLATES\Sole Source Justification Form.doc

CITY OF RANCHO CUCAMONGA

SINGLE/SOLE SOURCE JUSTIFICATION
FOR PURCHASES $8,500 AND ABOVE
The below information is provided in support of my Department requesting approval for a single/sole source. Outside of a duly declared emergency, the time to develop a statement of work or specifications is not in itself justification for single or sole source.

Vendor:________________________________________Date: __________________ Commodity/Service:_____________________________________________________ Estimated expenditure: __________________Your Name: ______________________ Extent of market search conducted: ________________________________________ _____________________________________________________________________ Price Reasonableness:__________________________________________________ Does moving forward on this product/service further obligate the City to future similar contract actual arrangements? _____________________________________________ _____________________________________________________________________ DEFINITIONS:

SINGLE SOURCE – a transaction with a business entity that is chosen, without competition, from among two or more business entities capable of supplying or providing the goods or services that meet the specified need.

SOLE SOURCE - A transaction with the only business entity capable of supplying or providing the goods or services that meet the specified need.

Initial all entries below that apply to the proposed purchase (more than one entry will apply to most single/sole source products/services requested). If needed, attach a memorandum containing complete justification and support documentation as directed in initial entry.

This is a Single Source THIS IS A SOLE SOURCE PURCHASE (check one).

1. _______ SINGLE/SOLE SOURCE REQUEST IS FOR THE ORIGINAL MANUFACTURER, THERE ARE NO REGIONAL DISTRIBUTORS. (Item no. 3 also must also be completed).

2. _______ THE PARTS/EQUIPMENT ARE NOT INTERCHANGEABLE WITH SIMILAR PARTS OF ANOTHER MANUFACTURER. (Explain in separate memorandum).

ATTACHMENT 1
Entrust Solutions Group October 10, 2024 Design, engineering, permitting, and project management services for RC Fiber not-to-exceed $120,000 Michael Parmer Reviewed alternative consulting companies that fit the need of The Agreement will be for an initial three (3) yera term with three (3), one (1) year options for renewal. unless written notice of non-renewal is given by a Party to the other Party at least ninety (90) days prior to the expiration of the current term.

Single/Sole Source Justification Form

I:\PURCHASE\TEMPLATES, FORMS\RFQ,RFQual,RFB,RFP TEMPLATES\Sole Source Justification Form.doc 05/23/2024

3. _______ THIS IS THE ONLY KNOWN ITEM OR SERVICE THAT WILL MEET THE

SPECIALIZED NEEDS OF THIS DEPARTMENT OR PERFORM THE INTENDED FUNCTION. (Attach memorandum with details of specialized function or application).

4. _______ UNIQUE FEATURES OF THE SUPPLY/SERVICE BEING REQUESTED. THERE IS NO ALTERNATIVE SUPPLIER. (Attach memorandum with reasons why these unique features are and what benefit the City will accrue.)

5. _______ THE PARTS/EQUIPMENT ARE REQUIRED FROM THIS SOURCE TO PERMIT STANDARDIZATION (Attach memorandum describing basis for standardization request).

6. _______ NONE OF THE ABOVE APPLY. A DETAILED EXPLANATION AND JUSTIFICATION

FOR THIS SINGLE/SOLE SOURCE REQUEST IS CONTAINED IN ATTACHED MEMORANDUM.

The undersigned requests that competitive procurement be waived, and that the vendor identified as the supplier of the service or material described in this single/sole source justification be authorized as a single/sole source for the service or material.

Department Head: ____________________________ Department: _______________________

APPROVED

APPROVED WITH CONDITION/S

DISAPPROVE
Comments:_______________________________________________________________________ ______________________________________________________________________ ______________________________________________________________________ ______________________________________________________________________ ______________________________________________________________________ $5,000 - $49,999
APPROVED BY PURCHASING MANAGER: ____________________________Date: __________ $50,000 - $150,000
APPROVED BY CITY MANAGER: ____________________________Date: __________ $150,000 AND OVER
See comments above by Purchasing Division, attach to Council Request CITY COUNCIL ACTION: ____________________________________________Date: __________ X
City Manager' Office ✔✔

Attachment 2
DATE: December 17, 2025
TO: President and Members of the Board of Directors
FROM: Elisa C. Cox, City Manager
INITIATED BY: Mike McCliman, Assistant City Manager / Fire Chief Augie Barreda, Deputy Fire Chief
Darci Vogel, Fire Business Manager
Ruth Cain, Procurement Manager
SUBJECT: Consideration of the Purchase of Radios from Motorola Solutions, Inc. as a Single Source Vendor in the Amount of $28,390. (FIRE) RECOMMENDATION:

Staff recommends the Fire Board authorize the single source purchase of three (3) handheld radios and miscellaneous related equipment from Motorola Solutions, Inc. in the amount of $28,390.

BACKGROUND:

The fire service operates in unique and challenging environments. The life safety of firefighters and citizens depends on reliable, functional communication tools that work in the harshest and most hostile of environments.

Similar to self-contained breathing apparatus (SCBA) and personal protective equipment (PPE), handheld radios are essential components of firefighter survival. Firefighters often work with limited or no visibility and with extreme noise levels due to fire apparatus, saws, hose nozzle operations, etc. Fire conditions often require firefighters to crawl on their hands and knees or perform job functions while lying down. Gloves, SCBA, and other PPE restrict vision, hearing and the manual dexterity required to operate radio controls. Not being able to see or hear makes fireground communications challenging. During interior firefighting operations, firefighters use their handheld radios to communicate with each other to assess the status of incident operations or to request specific firefighting tactics. Firefighters also use their radios to communicate with company officers to inform them of conditions. Most importantly, firefighters depend on their radios to call a Mayday. Handheld radios allow firefighters inside to communicate with personnel on the outside who may have a better vantage point from which to assess conditions – the size and location of the fire and building conditions. Information from outside can prevent crews from advancing into dangerous conditions inside.

In September 2003, the National Institute for Occupational Safety and Health (NIOSH) released the document, Current Status, Knowledge Gaps, and Research Needs Pertaining to Firefighter Radio Communication Systems, where on page 13 it states: “It is critical for firefighters to communicate with one another within a structure and with units operating outside the structure, regardless of the building construction.” The best way this can be done when crews are separated or in trouble are through the use of a personal handheld radio.

The Fire District uses Motorola 800 MHz handheld radios, which are the standard within the County and Region. They are a key component in maintaining interoperability with CONFIRE, Rancho Cucamonga Police Department, all other County first responder agencies, Cal Fire, and the US Forest Service during Mutual and Automatic Aid.

When the FCC agreed to restructure the 800MHz band- Nextel Sprint- part of the agreement was to exchange certain public safety radios that qualified. The radios issued as part of this re-banding are exclusively Motorola. The County of San Bernardino Information Services Department (ISD) is the administrator of this program. The Fire District has a contract with the County (ISD) for Monthly radio access and maintenance. County ISD solely maintains and programs Motorola radios. Motorola radios are the radios used on the 800 MHz trunking system infrastructure within our County and region.

In October 2023, the Fire District began a multiphase replacement of the Motorola 800 MHz handheld radios. Phase One consisted of the purchase of 75 Motorola APX 8000 radios. These radios were distributed to fire personnel who have the potential of entering a structure under hazardous conditions and needed access to the enhanced safety features of the new radios.

On August 20, 2025, the Fire Board approved Phase Two of the replacement of the Motorola 800 MHz handheld radios in the amount of $191,370. This included the purchase of 18 radios and miscellaneous equipment to be placed on the Fire District’s wildland apparatus and also build the Fire District’s cache of radios needed for upstaffing additional fire apparatus during wildfires and weather-related events.

ANALYSIS:

The Fire District has determined that three (3) additional radios and miscellaneous equipment need to be purchased during the current fiscal year in order to complete Phase Two of the replacement of 800 MHz handheld radios. The additional purchase will be $28,390 and result in a fiscal year total of $219,760.

In order to provide continuity of operations and ensure the health and safety of Fire District personnel, staff recommends utilizing another single source purchase with Motorola Solutions, Inc. for the purchase of the additional 800 MHz handheld radios for current FY 2025-26.

FISCAL IMPACT:

The purchase of replacement handheld radios was approved in the FY 2025-26 budget. A total of $340,000 was allocated in the Fire Protection Capital Fund under account F288 CC501 SC7002 P0089 (Capital Outlay – Equipment and Furnishings) for replacement of both 800 MHz radios and VHF radios. The purchase price for the additional Motorola 800 MHz handheld radios will be $28,390 and result in a fiscal year total price of $219,760.

COUNCIL MISSION / VISION / GOAL(S) ADDRESSED:

This item brings together portions of the Council’s vision and core value by providing a sustainable City and promoting a safe and healthy community for all. This is accomplished by ensuring our first responders have the resources and tools necessary to respond effectively during emergency situations.

ATTACHMENTS:

None.

DATE: December 17, 2025
TO: Mayor and Members of the City Council
President and Members of the Board of Directors
FROM: Elisa C. Cox, City Manager
INITIATED BY: Julie A. Sowles, Deputy City Manager, Administrative Services Behrang Abadi, Director of Innovation and Technology
Mike McCliman, Fire Chief
Lilyan Villarreal, Deputy Director of Innovation & Technology Ruth Cain, Procurement Manager
Tanya Trieu-Bui, Management Analyst I
SUBJECT: Consideration to Approve the Use of National Association of State Procurement Officials (NASPO) Value Point Cooperative Agreement with CDWG, LLC in the Amount of $3,984,600 for the Procurement and Implementation of Network Hardware, Software, and Services, with a Contingency of $80,000. (CITY/FIRE)
RECOMMENDATION:

Staff recommend the City Council and Fire Board of the Rancho Cucamonga Fire Protection District approve the use of a cooperative contract through NASPO Value Point AR3227, to CDWG, LLC for the procurement and implementation of network hardware, software, and services in accordance with the adopted fiscal year budgets.

BACKGROUND:

The City’s current networking hardware was originally implemented over 10 years ago. This critical infrastructure that enables communication between essential systems and services has reached end of life.

The manufacturer will no longer offer support or provide security updates for the City’s existing hardware. Once support lapses, the City will no longer be able to receive assistance from the manufacturer in the event of hardware failure or technical issues. Replacement parts will become increasingly difficult and expensive to source. Additionally, not having access to patches or software updates will leave the City open to considerable cybersecurity risk.

ANALYSIS:

The network refresh project will replace outdated networking hardware with modern, supported technology. This upgrade is essential for maintaining a stable, secure, and reliable network infrastructure to properly support the City’s current and future operations.

Given the critical nature of this investment, and to safeguard against potential cybersecurity leaks, the City intends to utilize a cooperative agreement to select a trusted and reputable vendor. Under the NASPO ValuePoint Data Communications (#AR3227) cooperative agreement, CDWG, LLC

has been deemed an authorized Fulfillment Partner for the state of California. Funding exists in the Fiscal Year 2025/26 Budget for an additional $160,000 for anticipated implementation services. Staff are working to identify qualified vendors. A subsequent staff report will be prepared for City Council review in 2026 once a successful vendor has been selected.

Staff recommend utilizing the NASPO cooperative agreement to award the contract to CDWG, LLC for the procurement of network hardware, software, and support services for five years.

FISCAL IMPACT:

Sufficient appropriation for the network refresh project is funded in the Fiscal Year 2025/26 Adopted Budget. The annual support costs for years 2-5 will be included in future recommended budgets.

COUNCIL MISSION / VISION / GOAL(S) ADDRESSED:

This item addresses the City Council's Core Value of intentionally embracing and anticipating our future.

ATTACHMENTS:

Attachment 1 - NASPO Cooperative Agreement AR3227
Attachment 2 - State of California Participating Addendum AR3227 Attachment 3 - State of California Amendment 2 AR3227

STATE OF UTAH COOPERATIVE CONTRACT
Contract #: AR3227

1. CONTRACTING PARTIES: This contract is between the Utah Division of Purchasing and the following Contractor:

Cisco Systems, Inc.

Name
170 West Tasman Dr.

Street Address
San Jose CA 95134
City State Zip
Vendor # VC0000118462 Commodity Code #: 920-05 Legal Status of Contractor: For-Profit Corporation Contact Name: Mimi Nguyen-Farr, Sr Manager Phone Number: (408) 527-2627 Email: [email protected]

2. CONTRACT PORTFOLIO NAME: Data Communications Products and Services.

3. GENERAL PURPOSE OF CONTRACT: Provide Data Communications Products and Services for the Award Categories provided in Attachment B Scope of Work.

4. PROCUREMENT: This contract is entered into as a result of the procurement process on FY2018, Solicitation# SK18001.

5. CONTRACT PERIOD: Effective Date: Tuesday, October 01, 2019. Termination Date: Monday, September 30, 2024 unless terminated early or extended in accordance with the terms and conditions of this contract. Renewal Options: Two (2) one year renewal options.

6. Administrative Fee (if any): 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) of contract sales no later than 60 days following the end of each calendar quarter. The NASPO ValuePoint Administrative Fee shall be submitted quarterly and is based on sales of the Services.

7. Prompt Payment Discount Details (if any): N/A.

8. ATTACHMENT A: NASPO ValuePoint Master Terms and Conditions, including the attached Exhibits ATTACHMENT B: Scope of Services Awarded to Contractor
ATTACHMENT C: Pricing Discounts and Value Added Services ATTACHMENT D: [Reserved]
Any conflicts between Attachment A and the other Attachments will be resolved in favor of Attachment A.

9. DOCUMENTS INCORPORATED INTO THIS CONTRACT BY REFERENCE BUT NOT ATTACHED:
a. All other governmental laws, regulations, or actions applicable to the goods and/or services authorized by thiscontract. b. Utah Procur SK18001.

10. Each signatory below represents that he or she has the requisite authority to enter into this contract.

IN WITNESS WHEREOF, the parties sign and cause this contract to be executed. Notwithstanding verbal or other representations by

CONTRACTOR DIVISION OF PURCHASING
Contractor's signature Date Director, Division of Purchasing Date Type or Print Name and Title
Internal Contract Tracking #: AR3227 Solicitation #: SK18001 Vendor #: VC0000118462 August 30, 2019
ATTACHMENT 1

Attachment A: Page 1 of 37
Note: sections negotiated 1, 2, 5, 6, 7,
8, 10, 13, 14, 16, 17, 18, 19, 20, 22,
24, 25, 26, 27, 28, 29, 30, 32, 37, 38,
40, and 46.

Attachment A: NASPO ValuePoint Master Agreement Terms and Conditions

1. Master Agreement Order of Precedence
a. Any Order placed under this Master Agreement shall consist of the following documents:
(1) ddendum
(2) NASPO ValuePoint Master Agreement Terms & Conditions; (3) , A Statement of Work, including a Service Level Agreement contained within the Statement of Work;
(4) The Solicitation; and
(5) ed) and accepted by the Lead
State.
b. These documents shall be read to be consistent and complementary. Any conflict among these documents shall 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.

2. Definitions
Unless otherwise provided in this Master Agreement, capitalized terms will have the meanings given to those terms in this section.

Administrative Data
Data may include
Personal Data and information about contractual commitments, whether collected at the time of the initial registration or thereafter.

Cloud Software means a Contractor-hosted software offering as described in the applicable Cloud Offeri
set forth in Exhibit 1.

Contractor means the person or entity directly delivering Products or performing services under the terms and conditions set forth in this Master Agreement or through its approved Fulfillment Partners.

Data Breach means any
teams, non-authorized access to or acquisition of computerized Purchasing Entity Data or Personal Data that compromises the security, confidentiality, or integrity of the Non-Public Data or Personal Data, or the ability of Purchasing Entity to access the Purchasing Entity Data or Personal Data.

Disabling Code means computer instructions or programs, subroutines, code, instructions, data or functions, (including but not limited to viruses, worms, date bombs or time bombs), including but not limited to other programs, data storage, computer libraries and programs that self-replicate without

Attachment A: Page 2 of 37
manual intervention, instructions programmed to activate at a predetermined time or upon a specified event, and/or programs purporting to do a meaningful function but designed for a different function, that software, applications and/or its end users processing environment, the system in which it resides, or any other software or data on such system or any other system with which it is capable of communicating.

Embedded Software means one or more software applications which are installed and reside on a set forth in Exhibit 1.

Fulfillment Partner means a third-party contractor or reseller qualified and authorized by Contractor, and approved by the Participating Entity under a Participating Addendum, who may, to the extent authorized by Contractor, fulfill any of the requirements of this Master Agreement including but not limited to providing Services under this Master Agreement and billing Purchasing Entity directly for such Services.

Contractor may, upon written notice to the Participating Entity, add or delete authorized Fulfillment Partners as necessary at any time during the contract term. Fulfillment Partner has no authority to amend this Master Agreement or to bind Contractor to any additional terms and conditions.

Intellectual Property means any and all patents, copyrights, service 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.

Lead State means the State centrally administering any resulting Master Agreement(s).

Master Agreement means the underlying agreement executed by and between the Lead State, acting on behalf of the NASPO ValuePoint program, and the Contractor, as now or hereafter amended.

NASPO ValuePoint is the NASPO Cooperative Purchasing Organization LLC, doing business as NASPO ValuePoint, a 501(c)(3) limited liability company that is a subsidiary organization the National Association of State Procurement Officials (NASPO), the sole member of NASPO ValuePoint. 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.

Order or Purchase Order means any purchase order, sales order, contract or other document used by a Purchasing Entity to order the Products and/or Services as authorized under the Master Agreement and Participating Addenda
scheduled during the term of and/or post the expiration date of the Master Agreement, often negotiated to take advantage of predetermined or to lock-in pricing (i.e. from older Contractor pricelists).

Participating Addendum means a bilateral agreement executed by a Contractor and a Participating Entity incorporating this Master Agreement and any other additional Participating Entity specific language or other requirements, e.g. ordering procedures specific to the Participating Entity, other terms and conditions.

Participating Entity means a state in the United States of America, or other public sector legal entity (i.e. political subdivisions such as municipalities and counties, and K-12 and higher education institutions) in the United States of America, properly authorized to enter into a Participating Addendum.

Participating State means a state, the District of Columbia, or one of the territories of the United States who has the authority to execute a Participating Addendum to this Master Agreement. Upon execution of the Participating Addendum, a Participating State becomes a Participating Entity; however, a Participating State listed in the Request for Proposal is not required to participate through execution of a Participating Addendum.

Personal Data means data alone or in combination that includes information relating to an individual that identifies the individual by name, identifying number, mark or description can be readily associated with a

Attachment A: Page 3 of 37
particular individual and which is not a public record. Personal Information may include the following personally identifiable information (PII): government-issued identification numbers (e.g., Social Security, numbers; or Protected Health Information (PHI) relating to a person.

Product means any equipment, software (including embedded software), documentation, service or other deliverable supplied or created by the Contractor pursuant to this Master Agreement. The term Products, supplies and services, and products and services are used interchangeably in these terms and conditions.

Purchasing Entity means a state (as well as the District of Columbia and U.S territories), city, county, district, other political subdivision of a State, and 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.

Purchasing Entity Data means all information, whether in oral or written (including electronic) form, created by or in any way originating with a Participating Entity or Purchasing Entity provided or transferred to Contractor in the course of using the Services or Cloud Software provided under this Agreement. Purchasing Entity Data includes Administrative Data and does not include Telemetry Data or Statistical Data.

Services mean services that are in scope of this Master Agreement and are supplied or created by the Contractor pursuant to this Master Agreement (to include the attached Services Exhibit in Exhibit 2).

Security Incident
security teams, unauthorized access to Purchasing Entity Data and Personal Data that Contractor possession or control of the Contractor. A Security Incident may or may not turn into a Data Breach.

Service Level Agreement (SLA) means a written agreement between both the Purchasing Entity and the Contractor that is subject to the terms and conditions in this Master Agreement and relevant Participating Addendum (unless otherwise expressly agreed in writing between the Purchasing Entity and the Contractor). A Service Level Agreement may be memorialized within a Statement of Work for the Services. SLAs should include: (1) the technical service level performance promises, (i.e. metrics for performance and intervals for measure), (2) description of service quality, (3) identification of roles and responsibilities, (4) remedies, such as credits, and (5) an explanation of how remedies or credits are calculated and issued. Not every Service provided under this Master Agreement need be covered by a SLA.

Solicitation
Proposal.

Statement of Work means a written document agreed between Contractor and Purchasing Entity that defines Services and deliverables to be provided to Purchasing Entity.

Software means the binary image of Contractor computer programs (including Upgrades) which could be a downloadable file, delivered on physical media, pre-installed on the on-premise computer system, resident in ROM/Flash (system memory) or cloud-hosted and purchased from Contractor.

Software is set forth in Exhibit 1.

Statistical Data means any information/data that Contractor derives from Purchasing Entity Data and/or Telemetry Data, provided that such information/data is aggregated and/or de-identified such that it cannot reasonably be used to identify an individual or entity.

Telemetry Data means information generated by instrumentation and logging systems created through the use and operation of Contractor products and services.

Attachment A: Page 4 of 37
NASPO ValuePoint Program Provisions

3. Term of the Master Agreement
a. The initial term of this Master Agreement is for five (5) years. This Master Agreement may be discretion and by mutual agreement and upon review of requirements of Participating Entities, current market conditions, and Contractor performance.
b. The Master Agreement may be extended for a reasonable period of time, not to exceed six (6) months, if in the judgment of the Lead State a follow-on, competitive procurement will be unavoidably delayed (despite good faith efforts) beyond the planned date of execution of the followon master agreement. This subsection shall not be deemed to limit the authority of a Lead State under its state law otherwise to negotiate contract extensions.

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

5. Participants and Scope
a. Contractor may not deliver Products under this Master Agreement until a Participating Addendum acceptable to the Participating Entity and Contractor is executed. The 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. By way of illustration and not limitation, this authority may apply to unique delivery and invoicing requirements, confidentiality requirements, defaults on Orders, governing law and venue relating 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.
b. Use of specific NASPO ValuePoint Master Agreements by state agencies, political subdivisions and other Participating Entities (includ
use state contracts are subject to 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.
c. Obligations under this Master Agreement are limited to those Participating Entities who have signed a Participating Addendum and Purchasing Entities within the scope of each Participating Addendum 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. Financial obligations of Participating Entities who are states are limited to the orders placed by the departments or other state agencies and institutions having available funds.

Participating Entities who are states incur no financial obligations on behalf of other Purchasing Entities. 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.
d. NASPO Cooperative Purchasing Organization LLC, doing business as NASPO ValuePoint, is not a party to the Master Agreement. It is a nonprofit cooperative purchasing organization assisting states in administering the NASPO cooperative purchasing program for state government departments, institutions, agencies and political subdivisions (e.g., colleges, school districts,

Attachment A: Page 5 of 37
counties, cities, etc.) for all 50 states, the District of Columbia and the territories of the United States.
e. Participating Addenda shall not be construed to amend the following provisions in this Master Agreement between the Lead State and Contractor that prescribe NASPO ValuePoint Program requirements: Term of the Master Agreement; Amendments; Participants and Scope; Administrative Fee; NASPO ValuePoint Summary and Detailed Usage Reports; NASPO ValuePoint Cooperative Program Marketing and Performance Review; NASPO ValuePoint eMarketCenter; Right to Publish; Price and Rate Guarantee Period; and Individual Purchasing Entity. Any such language shall be void and of no effect.
f. Participating Entities who are not states may under some circumstances sign their own Participating Addendum, subject to the consent to participation by the Chief Procurement Official of the state where the Participating Entity is located. Coordinate requests for such participation through NASPO ValuePoint. Any permission to participate through execution of a Participating Addendum is not a determination that procurement authority exists in the Participating Entity; they must ensure that they have the requisite procurement authority to execute a Participating Addendum. g. Resale
assignment of the right to services. Subject to any specific conditions included in the solicitation or Addendum, Purchasing Entities may not resell Products (the definition of which includes services).

Absent any such condition or explicit permission, this limitation does not prohibit: payments by employees of a Purchasing Entity for Products when purchased for the Purchasing Entity; sales of hardware Products to the general public as surplus property; and fees associated with inventory transactions with other
laws and regulations. Any sale or transfer permitted by this subsection must be consistent with license rights granted for use of intellectual property. The transfer of licenses to software shall be -current software transfer and relicensing policy.

6. Administrative Fees
a. The 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 Fee shall 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 pricing submitted with proposal. b. Additionally, some states may require an additional fee be paid directly to the state only on purchases made by Purchasing Entities within that state. For all such requests, the fee level, payment method and schedule for such reports and payments will be incorporated into the Participating Addendum that is made a part of the Master Agreement. The Contractor may adjust the Master Agreement pricing accordingly for purchases made by Purchasing Entities within the jurisdiction of the state. All such agreements shall not affect the NASPO ValuePoint Administrative Fee percentage or the prices paid by the Purchasing Entities outside the jurisdiction of the state requesting the additional fee. The NASPO ValuePoint Administrative Fee in subsection 6a shall be based on the sum of all sales at Net Purchase Price at the adjusted prices (if any) in Participating Addenda,
service minus all applicable contract discounts, rebates or value added incentives, and excluding sales, use or other applicable taxes, surcharges or like fees, to the extent applicable to an Order.

7. NASPO ValuePoint Summary and Detailed Usage Reports
In addition to other reports that may be required by this solicitation, the Contractor shall provide the following NASPO ValuePoint reports.
a. Summary Sales Data. The Contractor shall submit quarterly sales reports directly to NASPO ValuePoint using the NASPO ValuePoint Quarterly Sales/Administrative Fee Reporting Tool found at

Attachment A: Page 6 of 37
http://calculator.naspovaluepoint.org. Any/all sales made under this Master Agreement shall be reported as cumulative totals by state. Even if Contractor experiences zero sales during a calendar quarter, a report is still required. Reports shall be due no later than sixty (60) days following the end of the calendar quarter (as specified in the reporting tool).
b. Detailed Sales Data. Contractor shall also report detailed sales data by: (1) state; (2) entity/Purchasing Entity type, e.g. local government, higher education, K12, non-profit; (3) Purchasing Entity name; (4) Purchasing Entity bill-to and ship-to locations; (4) Purchasing Entity and Contractor Purchase Order identifier/number(s); (5) Purchase Order Type (e.g. sales order, credit, return, upgrade, determined by industry practices); (6) Purchase Order date; (7) Ship Date; (8) and line item description, including product number if used. The report shall be submitted in any form required by the solicitation. Reports are due on a quarterly basis and must be received by the Lead State and NASPO ValuePoint Cooperative Development Team no later than thirty (30) days after the end of the reporting period. Reports shall be delivered to the Lead State and to the NASPO ValuePoint Cooperative Development Team electronically through a designated portal, email, CDROM, flash drive or other method as determined by the Lead State and NASPO ValuePoint.

Detailed sales data reports shall include sales information for all sales under Participating Addenda executed under this Master Agreement. The format for the detailed sales data report is in Attachment H of the Solicitation.
c.
government use only. Sales to employees for personal use are prohibited. [RESERVED]. d. Contractor shall provide the NASPO ValuePoint Cooperative Development Coordinator with an executive summary each quarter that includes, at a minimum, a list of states with an active Participating Addendum, states that Contractor is in negotiations with and any Participating Addendum roll out or implementation activities and issues. NASPO ValuePoint Cooperative Development Coordinator and Contractor will determine the format and content of the executive summary. The executive summary is due thirty (30) days after the conclusion of each calendar quarter.
e. Timely submission of these reports is a material requirement of the Master Agreement. The recipient of the reports shall have exclusive ownership of the media containing the reports. The Lead State and NASPO ValuePoint shall have a perpetual, irrevocable, non-exclusive, royalty free, transferable right to display, modify, copy, and otherwise use reports, data and information provided under this section.

8. NASPO ValuePoint Cooperative Program Marketing, Training, and Performance Review a. Contractor agrees to work cooperatively with NASPO ValuePoint personnel. Contractor agrees to sales/marketing workforce regarding the Master Agreement contract, including the competitive nature of NASPO ValuePoint procurements, the Master Agreement and Participating Addendum process, and the manner in which qualifying entities can participate in the Master Agreement. b. Contractor agrees, as Participating Addenda become executed, if requested by ValuePoint personnel to provide plans to launch the program within the participating state. Plans will include time frames to launch the agreement and confirmation that the Contractor updated to properly reflect the contract offer as available in the participating state. c. Contractor agrees, absent anything to the contrary outlined in a Participating Addendum, to consider Purchasing Entity proposed terms and conditions, as deemed important to the Purchasing Entity, for possible inclusion into the Purchasing Entity agreement. Contractor will ensure that their sales force is aware of this contracting option.
d. Contractor agrees to participate in an annual contract performance review at a location selected by the Lead State and NASPO ValuePoint, which may include a discussion of marketing action plans, target strategies, marketing materials, as well as Contractor reporting and timeliness of payment of administration fees.

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e. Contractor acknowledges that the NASPO ValuePoint logos may not be used by Contractor in sales and marketing until a logo use agreement is executed with NASPO ValuePoint. f. The Lead State expects to evaluate the utilization of the Master Agreement at the annual performance review. Lead State may, in its discretion, terminate the Master Agreement pursuant to section 35 or not exercise an option to renew, when Contractor utilization does not warrant further administration of the Master Agreement. The Lead State may exercise its right to not renew the Master Agreement if vendor fails to record or report revenue for three consecutive quarters, upon 60-calendar day written notice to the Contractor. Termination based on nonuse or under-utilization will not occur sooner than two years after award (or execution if later) of the Master Agreement. This subsection does not limit the discretionary right of either the Lead State or Contractor to terminate the Master Agreement pursuant to Section 35or to terminate for default pursuant to Section 37

9. NASPO ValuePoint eMarket Center
a. In July 2011, NASPO ValuePoint entered into a multi-year agreement with SciQuest, Inc. (doing business as JAGGAER) whereby JAGGAER will provide certain electronic catalog hosting and Purchasing Entit to access a
central online website to view and/or shop the goods and services available from existing NASPO ValuePoint Cooperative Contracts. The central online website is referred to as the NASPO ValuePoint eMarket Center.
b. The Contractor will have visibility in the eMarket Center through Ordering Instructions. These Ordering Instructions are available at no cost to the Contractor and provide Purchasing Entity information regarding the Contractor website and ordering information. The Contractor is required at a minimum to participate in the eMarket Center through Ordering Instructions. c. At a minimum, the Contractor agrees to the following timeline: NASPO ValuePoint eMarket Center Site Admin shall provide a written request to the Contractor to begin Ordering Instruction process.

The Contractor shall have thirty (30) days from receipt of written request to work with NASPO ValuePoint to provide any unique information and ordering instructions that the Contractor would like the Purchasing Entity to have.
d. If the solicitation requires either a catalog hosted on or integration of a punchout site with eMarket Center, or either solution is proposed by a Contractor and accepted by the Lead State, the provisions of the eMarket Center Appendix to these NASPO ValuePoint Master Agreement Terms and Conditions apply.

10. Right to Publish
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; nor does the limitation preclude Contractor providing limited information as necessary for Contractor to perform its duties or secure or exercise any rights under the Master Agreement. The Contractor shall not make any services that are the subject of this Master Agreement without prior written consent. Failure to adhere to this requirement may result in termination of the Master Agreement for cause.

11. Price and Rate Guarantee Period
All pricing must be guaranteed for the first year of the Master Agreement.

Following the guarantee period, any request for price increases must be for an equal guarantee period (1 year), and must be submitted to the Lead State at least thirty (30) calendar days prior to the effective date. The Lead State will review a documented request for an MSRP price list increase only after the Price Guarantee Period. Requests for price increases must include sufficient documentation supporting the request and demonstrating a reasonableness of the adjustment when comparing the current price list to the proposed price list. Documentation may include: the manufacturers national price increase

Attachment A: Page 8 of 37
announcement letter, a complete and detailed description of what products are increasing and by what percentage, a complete and detailed description of what raw materials and/or other costs have increased and provide proof of increase, index data and other information to support and justify the increase.

No retroactive price increases will be allowed.

Price Reductions. In the event of a price decrease in any category of product at any time during the ed commercial price list, including renewal options, the Lead State shall be notified immediately. All published commercial price list price reductions shall be effective upon the notification provided to the Lead State.

12. Individual Purchasing Entities
Except to the extent modified by a Participating Addendum, each Purchasing Entity shall follow the terms and conditions of the Master Agreement and applicable Participating Addendum and will have the same rights and responsibilities for their purchases as the Lead State has in the Master Agreement, 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.

Administration of Orders

13. Ordering and Orders
a. Lead State desires that the Master Agreement identifier and purchase order numbers be clearly shown on all acknowledgments, shipping labels, packing slips, invoices, and on all correspondence. Any such information will be per Contractor's existing free form structure, without customization. The purchase order numbers reflect Contractor's Fulfillment Partner purchase order numbers; however, Contractor will request that its Fulfillment Partners use reasonable efforts to provide the Purchasing Entity Purchase Order number in the free form notes. b. Contractor reserves the right to require that purchases be made through Fulfillment Partners.

Where so required by Contractor, Purchasing Entities shall not order Products and/or Services directly from Contractor and shall order same from Fulfillment Partner. Purchasing Entity shall purchase Products and/or Services by issuing a written or electronic Purchase Order, signed or (in the case of electronic transmission) sent by its authorized representative, indicating specific products, quantity, unit price, total purchase price, shipping instructions, requested delivery dates, bill-to and ship-to addresses, tax exempt certifications, if applicable, and any other special instructions.
c. Any contingencies on Purchasing Entity's Purchase Orders are not binding upon Contractor. The terms and conditions of this Master Agreement and applicable Participating Addendum prevail, regardless of any additional or conflicting terms on the Purchase Order, or other correspondence from Purchasing Entity to Contractor and any additional or conflicting terms are deemed rejected by Contractor unless Contractor has expressly agreed to such terms in writing. Mere acceptance or processing of a Purchase Order or Order containing such terms shall not constitute such express consent.
d. All Purchase Orders are subject to Contractor's reasonable acceptance (including performing any related credit checks). Contractor shall use commercially reasonable efforts to accept or reject orders in writing within ten (10) days from receipt, or within three (3) business days, if orders are placed electronically.
e. Purchasing Entity may defer product shipment up to thirty (30) days from the originally scheduled shipping date, provided written notice is received by Contractor at least ten (10) days before the originally scheduled shipping date. Cancelled orders, rescheduled deliveries, or product configuration changes made by Purchasing Entity less than ten (10)

Attachment A: Page 9 of 37
days before the original shipping date are subject to Contractor's acceptance and a charge of fifteen percent (15%) of the total invoice amount relating to the affected Product(s).

Contractor reserves the right to reschedule delivery due to configuration changes made within ten (10) days of scheduled shipment. No cancellation shall be accepted by Contractor where products are purchased with implementation services, including but not limited to design, customization, or installation services, except as may be set forth in the agreement or Statement of Work under which the services are to be rendered.

Notwithstanding anything to the contrary, if Contractor is delayed in shipping the product for thirty (30) days or more from the original shipping date, the Purchasing Entity may cancel the order without charge.
f. Services. Purchasing Entity may place Purchase Orders for the various services offered by Contractor. The provision of any such services, if accepted by Contractor, shall be subject to the terms and conditions set forth in this Agreement, including the Services Exhibit attached hereto as Exhibit 2, as well as the then-current terms of service offerings set forth on Contractor's website at https://www.cisco.com/c/en/us/about/legal/service-descriptions.html.

Contractor reserves the right to subcontract services to a third party organization to provision services for Purchasing Entity.
g. All stated prices are exclusive of any taxes, fees, and duties or other similar amounts, however designated, and including without limitation value added, sales and withholding taxes which are levied or based upon such prices, charges, or upon this Master Agreement. Purchasing Entity will pay sales and use taxes, if any, imposed on the Products and Services acquired under this Master Agreement, or furnish proof of its tax-exempt status upon request. Contractor will pay all other taxes based on Contractor's income or gross receipts, or personal property taxes levied or assessed on Contractor's personal property. In the event that the Purchasing Entity is exempt from property and sales taxes, it will not be charged same. h. Notwithstanding anything contained in the Master Agreement to the contrary, modifications which Contractor deems necessary to comply with specifications, changed safety standards or governmental regulations, to make the product non-infringing with respect to any patent, copyright, or other proprietary interest, or to otherwise improve the product may be made at any time by Contractor without prior notice to or consent of Purchasing Entity or NASPO, and such altered product shall be deemed fully conforming. Contractor shall employ commercially reasonable efforts to announce, including by electronic posting, product discontinuance or changes other than those set forth in the previous sentence in accordance with Contractor's End-of-Life Policy, which is found at the following URL: http://www.cisco.com/c/en/us/products/eos-eol-policy.html Purchasing Entity may make a last-time purchase of such products as set forth in such policy. i. Purchasing Entities may define entity or project-specific requirements and informally compete the requirement among companies having a Master Agreement on 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 ules and policies. The Purchasing Entity may in its sole discretion determine which Master Agreement Contractors and/or Fulfillment Partners should be solicited for a quote. The Purchasing Entity may select the quote that it considers most advantageous, cost and other factors considered.
j. Each Purchasing Entity will identify and utilize its own appropriate purchasing procedure and documentation. Contractor and/or Fulfillment Partner as applicable is expected to become familiar ules, policies, and procedures regarding the ordering of supplies and/or services contemplated by this Master Agreement.
k. Contractor shall not begin work without a valid Purchase Order or other appropriate commitment document under the law of the Purchasing Entity.
l. Orders may be placed consistent with the terms of this Master Agreement during the term of the Master Agreement.

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m. All Orders pursuant to this Master Agreement, at a minimum, shall include:
(1) The services or supplies being delivered;
(2) The place and requested time of delivery;
(3) A billing address;
(4) The name, phone number, and address of the Purchasing Entity representative; (5) The price per hour or other pricing elements consistent with this Master Agreement and the proposal;
(6) A ceiling amount of the order for services being ordered; and (7) The Master Agreement identifier.
n. All communications concerning administration of Orders placed shall be furnished solely to the ch other
individual identified in writing in the Order.
o. 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 Maintenance agreements may have terms as prescribed in Section

27. Contractor is reminded that 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.
p. Notwithstanding the expiration or termination of this Master Agreement, Contractor agrees to 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 or termination of this Master Agreement, or otherwise inconsistent with its terms. Orders from any separate indefinite quantity, task orders, or other form of indefinite delivery order arrangement priced against this Master Agreement may not be placed after or extend after the expiration or termination of this Master Agreement, notwithstanding the term of any such indefinite delivery order agreement.

14. Shipping and Delivery
a. The prices are the delivered price to any Purchasing Entity. All deliveries for hardware Products shall be F.O.B. destination, freight pre-paid, with all transportation and handling charges pre-paid by the Contractor, for the standard shipping time intervals. Expedited shipping and/or a special delivery request that are non-standard delivery beyond docking areas at warehouses or designated delivery drop-offs locations at buildings (i.e. delivery of the Order, including pallets, to a closet, designated rooms, etc.) will result in additional charges to the Purchasing Entity. Title for hardware Products and risk of loss shall pass to the Purchasing Entity upon delivery. The minimum shipment amount, if any, will be found in the special terms and conditions. Any order for less than the specified amount is to be shipped with the freight prepaid and added as a separate item on the invoice. b. Any damage to a building interior, scratched walls, damage to the freight elevator, etc., negligently caused by Contractor 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. c. sts shall include all
packing and/or crating charges. Cases shall be of durable construction, good condition, properly labeled and suitable in every respect for storage and handling of contents. d. Scheduled shipping dates will be assigned by Contractor as close as practicable to Purchasing -current lead times for the Products. Contractor will
use commercially reasonable efforts to ship all direct orders designated for shipment to U.S. locations within thirty (30) days for hardware Products. The following circumstances may affect lead times: (i) new products purchased within the first three (3) months of release of the product which are subject to Contractor's then current published lead-times, (ii) third-party stand-alone products which are not a component of equipment resold by Contractor, (iii) end-of-life products where the termination of the product has been announced by Contractor, (iv) products which have been linePage 184 Attachment A: Page 11 of 37
stopped due to software discrepancies, reconfiguration, industry-wide product shortages, or alleged infringement claims, or (vi) situations where government rated orders create delays in lead-times.

Notwithstanding the foregoing, at any time when Purchasing Entity states "expedite" on an order for a hardware Product or otherwise communicates to Contractor that an order is to be expedited, Contractor shall use all commercially reasonable efforts to ensure the earliest possible delivery of such products.
e. Contractor will communicate scheduled shipping dates in the order acknowledgement or on www.

Cisco.com within three (3) business days after receipt of an electronic order on www.cisco.com, provided, however, that in the event such notification is not received in this time period, Purchasing Entity shall notify Contractor of the non-receipt, and Contractor's sole obligation with respect to such non- receipt shall be to promptly provide the information to the Purchasing Entity after such notification.
f. If Contractor has reason to believe that the actual shipment date will occur later than the original shipment date acknowledged by Contractor for reasons caused by Contractor, Contractor shall use commercially reasonable efforts to promptly provide additional information to Purchasing Entity including by electronic posting of the expected period of delay and, upon request, of the steps available, if any, to minimize the delay. If the extended delivery date is anticipated to be more than thirty (30) calendar days beyond the originally scheduled delivery date, the parties will work in good faith to resolve any ordering issues.
g. Purchasing Entity shall assume responsibility for compliance with applicable export laws and regulations, including the preparation and filing of shipping documentation necessary for export clearance. This also applies in cases where Purchasing Entity requests delivery of hardware Products to Purchasing Entity ng agent. Purchasing Entity agrees not to use any export licenses owned by Contractor.
h. Contractor is not liable for damage or penalty for delay in delivery or for failure to give notice of delay.
i. All sales are final. Except for return remedies set forth in the warranty statements, Contractor only errors, or damage in transit. No other returns are authorized. The return of hardware Product must be in acc
subject to any restocking fees.

15. Laws and Regulations
Any and all Products offered and furnished shall comply fully with all applicable Federal and State laws and regulations.

16. Inspection and Acceptance
Purchasing Entity has thirty (30) days after hardware Product delivery to inspect the hardware Product for external damage and for any concealed damage ("Acceptance Period"). If external or concealed damage is revealed during the Acceptance Period, then Purchasing Entity shall notify Contractor. At Contractor's option, Contractor shall (i) repair such damage, (ii) ship a replacement, or (iii) refund the purchase price (upon return of the hardware Product). After such Acceptance Period the Products shall be deemed accepted. Acceptance does not relieve the Contractor of liability or responsibility under

17. Payment
Upon and subject to credit approval by Contractor, payment is due 30 days the date of the invoice.

Invoices for products ordered without implementation services shall be rendered by Contractor on or after the date of delivery of such products to the Purchasing Entity. 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, Order, or otherwise prescribed by applicable law. If at any time Purchasing Entity is delinquent in the payment of any invoice, or is otherwise

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in breach of this Agreement, Cisco may, in its discretion, and without prejudice to its other rights, withhold shipment (including partial shipments) of any order, require Purchasing Entity to prepay for further shipments, and/or withhold the provision of Services, until complete payment has been received.

Purchasing Entity grants Cisco a security interest in Products purchased under this Agreement to secure payment for such Products. If requested by Cisco, Purchasing Entity agrees to execute financing statements to perfect this security interest. Payments will be remitted by mail. Payments may be made via r this contract.

18. Warranty
limited warranty as set forth below.
a. Hardware Products. Contractor warrants that from the date of shipment by Contractor to Purchasing Entity, and continuing for a period of the longer of (a) ninety (90) days or (b) the period set forth in the warranty card accompanying the product or at https://www.cisco.com/go/warranty, the hardware Product will be free from defects in material and workmanship, under normal use. This limited remedy and the entire liability of Contractor and its suppliers under this limited warranty will be, at Contractor's or its service center's option, (i) shipment of a replacement within the period and according to the replacement process described in the warranty card (if any) or if no warranty card, as described at https://www.cisco.com/go/warranty, or (ii) a refund of the purchase price, if the hardware Product is returned to the party supplying it to Purchasing Entity, if different than Contractor, freight and insurance prepaid. Contractor replacement parts, used in the replacement of hardware Products, may be new or equivalent to new. Contractor's obligations hereunder are conditioned upon the return of affected products, in accordance with Contractor's then- current return procedures. This limited warranty does not apply if the hardware Product (i) has been altered, except by Contractor or its authorized representative, (ii) has not been installed, operated, repaired, or maintained in accordance with instructions supplied by Contractor, (ii) has been subjected to abnormal physical or electrical stress, abnormal environmental conditions, misuse, negligence, or accident; or (iv) is licensed or provided for beta, evaluation, testing or demonstration purposes. b. Embedded Software Products. Contractor warrants that Embedded Software will substantially conform to the applicable documentation of the Embedded Software for the longer of (i) ninety (90) days following the date the Embedded Software is made available to Purchasing Entity for use or (ii) as otherwise set forth at http://www.cisco.com/go/warranty. This warranty does not apply if the Embedded Software, the hardware Product supplied by Contractor, or any other equipment upon which the Embedded Software is authorized to be used: (i) has been altered, except by Contractor or its authorized representative, (ii) has not been installed, operated, repaired, or maintained in accordance with instructions supplied by Contractor, (iii) has been subjected to abnormal physical or electrical stress, abnormal environmental conditions, misuse, negligence, or accident; (iv) is licensed for beta, evaluation, testing or demonstration purposes or other circumstances for which there is not payment of a purchase price or license fee; or (v) has not been provided by an authorized reseller of Contractor. Cisco will use commercially reasonable efforts to deliver to Embedded Software free from any viruses, programs, or programming devices designed to modify, Contractor shall repair, replace, or cause the refund of the license fees paid for the non-conforming Embedded Software. This remedy is conditioned on Purchasing Entity reporting the nonconformance in writing to Contractor within the warranty period. Purchasing Entity may be required to return the Embedded Software, the Contractor hardware product, and/or Documentation as a condition of this re
Contractor does not warrant that Embedded Software will operate uninterrupted or error-free or that all errors will be corrected. In addition, Contractor does not warrant that the Embedded Software or any equipment, system or network on which the Embedded Software is used will be free of vulnerability to intrusion or attack.

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c. Cloud Software Products. Unless otherwise provided for in the applicable Cloud Offer Description, Contractor warrants that it will provide the Cloud Software in accordance with the Cloud Offer Description using commercially reasonable skill and care. Upon prompt notification by Purchasing Contractor for the period in which the Cloud Software did not materially comply with the Cloud Cloud Software.
d. Services. Contractor warrants that Services sold under this Agreement pursuant to Exhibit 2 will be performed in a workmanlike manner and, where applicable, will materially comply with the applicable Service Description. Purchasing Entity must promptly notify Contractor of a breach of this warranty. ole and exclusive remedy for any breach of this warranty shall be, at and return of the portion of the fees paid to Contractor by Purchasing Entity for such non-conforming Services
e. DISCLAIMER OF WARRANTY. EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION 18,

CONTRACTOR HEREBY DISCLAIMS ALL REPRESENTATIONS, CONDITIONS AND

WARRANTIES (WHETHER EXPRESS, IMPLIED, OR STATUTORY), INCLUDING, WITHOUT

LIMITATION, ANY WARRANTY OR CONDITION (A) OF MERCHANTABILITY, FITNESS FOR A

PARTICULAR PURPOSE, NONINFRINGEMENT, TITLE, SATISFACTORY QUALITY, QUIET

ENJOYMENT, ACCURACY, OR SYSTEM INTEGRATION, OR (B) ARISING FROM ANY COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE IN THE INDUSTRY. TO THE EXTENT

AN IMPLIED WARRANTY OR CONDITION CANNOT BE DISCLAIMED, SUCH WARRANTY OR CONDITION IS LIMITED IN DURATION TO THE APPLICABLE EXPRESS WARRANTY PERIOD.

19. Title of Product
Title to hardware Products and risk of loss shall pass to Purchasing Entity upon delivery. To the extent the transfer of title to the hardware Product includes a license to use any Embedded Software in the hardware Product subject to the terms of the End User License Agreement set forth in Exhibit 1. If Purchasing Entity subsequently transfers title of the hardware Product to another entity, transfer of the -current software transfer and
relicensing policy.

20. License of Pre-Existing Intellectual Property
Contractor grants to Purchasing Entity a license to Software pursuant to the license terms and restrictions set forth in Exhibit 1.

21. No Guarantee of Service Volumes
The Contractor acknowledges and agrees that the Lead State and NASPO ValuePoint makes no representation, warranty or condition as to the nature, timing, quality, quantity or volume of business for the Services or any other products and services that the Contractor may realize from this Master Agreement, or the compensation that may be earned by the Contractor by offering the Services. The Contractor acknowledges and agrees that it has conducted its own due diligence prior to entering into this Master Agreement as to all the foregoing matters.

22. Purchasing Entity Data
Purchasing Entity retains full right and title to Purchasing Entity Data provided by it. Contractor shall not collect, access, or use user-specific Purchasing Entity Data except as strictly necessary to provide Service to the Purchasing Entity. No information regarding Purchasing can be identified to Purchasing Entity may be disclosed, provided, rented or sold to any third party for any reason unless required by law or regulation or by an order of a court of competent jurisdiction. The obligation shall extend beyond the term of this Master Agreement in perpetuity.

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23. System Failure or Damage
In the event of system failure or damage caused by Contractor or its Services, the Contractor agrees to use its best efforts to restore or assist in restoring the system to operational capacity.

24. [RESERVED].

25. Data Privacy
The Contractor must comply with all applicable laws related to data privacy and security, including IRS Pub 1075. Prior to entering into a Statement of Work with a Purchasing Entity for the processing of such data, at the request of the Purchasing Entity, the Contractor and Purchasing Entity must cooperate and hold a meeting to determine the data categorization to determine what data the Contractor will hold, store, or process. To the extent applicable and reasonable, the Contractor must document the data categorization in the Statement of Work.

26. Transition Assistance
a. The Contractor shall reasonably cooperate with other parties in connection with all Services to be delivered under this Master Agreement, including without limitation any successor service provider this Master Agreement. Only as set forth in a Services SOW under this Agreement, the Contractor usable without the use of the Services and as agreed by a Purchasing Entity. Any transition services requested by a Purchasing Entity involving additional knowledge transfer and support may be subject to a separate transition Statement of Work.
b. A Purchasing Entity and the Contractor shall, when reasonable, create a Transition Plan Document identifying the transition services to be provided and including a Statement of Work if applicable. c.
the transition services and thereafter as required by the Purchasing Entity.

27. Performance and Payment Time Frames that Exceed Contract Duration All maintenance or other agreements for services entered into during the duration of an SLA and whose performance and payment time frames extend beyond the duration of this Master Agreement shall remain in effect for performance and payment purposes (limited to the time frame and services established per each written agreement). No new leases, maintenance or other agreements for services may be executed after the Master Agreement has expired.

General Provisions

28. Insurance
a. 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 -, Class VII or better, in the most
required insurance may result in thi
option, result in termination of its Participating Addendum. b. Coverage shall be written on an occurrence basis. The limits required shall be as indicated below:
(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 $1 million per occurrence/$3 million general aggregate provided that such limit can be satisfied with any combination of primary and umbrella insurance;

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(2) Contractor must comply with any applicable State Workers Compensation or Employers Liability Insurance requirements.
c. Contractor shall pay premiums on all insurance policies. 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 expiration, nonrenewal or expiration otherwise may occur. d.

Request for Proposal as additional insureds for liabilities falling within Co obligations under this Agreement that are otherwise covered by such insurance, (2) provides that written notice of cancellation shall be delivered in accordance with the policy provisions, and (3) ty insurance policy shall be primary, with any liability insurance of any Participating State as secondary and noncontributory. Unless otherwise agreed in any re
the same as those specified in the first sentence of this subsection. If any of the insurance required herein is cancelled or nonrenewed, Contractor shall replace such insurance so that no lapse in coverage occurs, and shall provide a revised certificate of insurance evidencing same. e. Contractor shall furnish to the Lead State copies of certificates of all required insurance 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 shall 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 f.
any Participating Addendum, or any Purchase Order.

29. Records Administration and Audit
a. 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 shall adequately reflect 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 agency, 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, excerpts, and transcriptions. This right shall 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 Agreement, whichever is later, or such longer period as is required
evaluate performance hereunder. Such access will be (i) with at least ten (10) business days advance written notice, during normal business hours (ii) shall not unduly interrupt or interfere with Contractor's normal business operations, and (iii) in the event that such audit is conducted by a third party, such third party shall, prior to conducting such audit, execute a confidentiality agreement for the benefit of Contractor in a form reasonably satisfactory to Contractor. b. 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 Administrative records.
c. The rights and obligations herein exist in addition to any quality assurance obligation in the Master Agreement requiring the Contractor to self-audit contract obligations and that permits the Lead State to review compliance with those obligations.

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30. Confidentiality, Non-Disclosure, and Injunctive Relief a. Confidentiality. Each party acknowledges that it and its employees or agents may, in the course of dealing under this Master Agreement, be exposed to or acquire information that is confidential to the other party. Any and all information of any form that is marked as confidential or would by its nature , and (3) information concerning individuals, is
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.

Confidential Information does not include information that (1) is or becomes (other than by disclosure by Receiving Party) publicly known; (2) is furnished by Disclosing Party to others without 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 Disclosing Party without the obligation of confidentiality, (5) is disclosed with the written consent of Disclosing Party or; (6) is independently developed by employees, agents or subcontractors of Receiving Party who can be shown to have had no access to the Confidential Information.
b. Non-Disclosure. Each Party shall hold Confidential Information 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 (other than subcontractors as necessary to perform the obligations of this Master Agreement) or use Confidential Information for any purposes whatsoever other than what is necessary to the performance of Orders placed under this Master Agreement. Each Party shall advise each of its employees and agents of their obligations to keep Confidential Information confidential. Each Party shall use commercially reasonable efforts to assist Disclosing Party in identifying and preventing any unauthorized use or disclosure of any Confidential Information. Without limiting the generality of the foregoing, Receiving Party shall advise Disclosing Party immediately if Disclosing Party 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 Agreement, and Receiving Party shall at its expense cooperate with Disclosing Party in seeking injunctive or other equitable relief in the name of Disclosing Party against any such person. Except as directed by Disclosing Party, Receiving Party will not at any time during or for three years after the term of this Master Agreement disclose, directly or indirectly, any Confidential Information to any person, except in accordance with this Master Receiving Party shall turn over to Disclosing Party all documents, papers, and other matter in their possession that embody Confidential Information. Notwithstanding the foregoing, Receiving Party may keep one copy of such Confidential Information necessary for quality assurance, audits and evidence of the performance of this Master Agreement.
c. Injunctive Relief. The parties acknowledge that breach of this section, including disclosure of any Confidential Information, will cause irreparable injury to Disclosing Party that is inadequately compensable in damages. Accordingly, Disclosing Party 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. Receiving Party acknowledges and agrees that the covenants contained herein are necessary for the protection of the legitimate business interests of Disclosing Party and are reasonable in scope and content.
d. Purchasing Entity Law. These provisions shall be applicable only to extent they are not in conflict with the applicable public disclosure laws of any Purchasing Entity. e. The confidentiality obligations under this section shall also extend to (as included within the definition of Confidential Information) Participating Addenda, as well as Orders or transaction data relating to Orders under this Master Agreement that identify the entity/Purchasing Entity, Order dates, line item descriptions and volumes, and prices/rates. This provision does not apply to

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disclosure to the Lead State, a Participating State, or any governmental entity exercising an audit, inspection, or examination pursuant to Section 29.

To the extent permitted by law, Receiving Party shall notify the Receiving Party of any entity seeking access to the Confidential Information described in this Section 30. The Receiving Party will be authorized to disclose Confidential Information as may be required by applicable law pursuant to a valid order issued by a court or government agency or relevant regulatory authority (including a stock exchange), provided that the Receiving Party provides: (i) prior written notice to the Disclosing Party of such obligation; and (ii) the opportunity to oppose such disclosure.

31. Public Information
This Master Agreement and all related documents are subject to disclosure pursuant to the Purchasing

32. Assignment/Subcontracts
a. Contractor shall not assign, sell, transfer, or sublet rights, or delegate responsibilities under this Master Agreement, in whole or in part, without the prior written approval of the Lead State.

Contractor may, with prior written consent from Participating States, which consent shall not be unreasonably withheld, enter into subcontracts with third parties as "Fulfillment Partners." Fulfillment Partners are Subcontractors who may provide products and services under this Master Agreement at the price discounts established in this Master Agreement and bill Purchasers directly for such products and services. In addition, Contractor may, without permission, utilize subcontractors to perform Services sold under this Master Agreement and provide Cloud Offers. b. The Lead State reserves the right to assign any rights or duties, including written assignment of contract administration duties to NASPO Cooperative Purchasing Organization LLC, doing business as NASPO ValuePoint and other third parties.

33. Changes in Contractor Representation
managing the Master Agreement in writing within 10 calendar days of the change. The Lead State Contractor agrees to propose replacement key personnel having substantially equal or better education, proposal.

34. Independent Contractor
The Contractor shall be an independent contractor. Contractor shall have no authorization, express or implied, to bind the Lead State, Participating States, other Participating Entities, or Purchasing Entities to any agreements, settlements, liability or understanding whatsoever, and agrees not to hold itself out as agent except as expressly set forth herein or as expressly agreed in any Participating Addendum.

35. Termination
Unless otherwise stated, this Master Agreement may be terminated by either Lead State or Contractor upon 60 days written notice prior to the effective date of the termination. Further, any Participating Entity may terminate its participation upon 30 days written notice, unless otherwise limited or stated in the Participating Addendum. Termination may be in whole or in part. Any termination under this provision shall not affect the rights and obligations attending orders outstanding at the time of termination, 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. Termination of the Master Agreement due to Contractor default may be immediate.

Attachment A: Page 18 of 37

36. Force Majeure
Neither party to this Master Agreement shall be held responsible for delay or default caused by fire, riot, The Lead State may terminate this Master Agreement after determining such delay or default will reasonably prevent successful performance of the Master Agreement.

37. Defaults and Remedies
a. The occurrence of any of the following events by Contractor shall be an event of default under this Master Agreement:
(1) Nonperformance of contractual requirements; or
(2) A material breach of any term or condition of this Master Agreement; or (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; or (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
(5) Any default specified in another section of this Master Agreement. b. 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 sixty (60) calendar 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 crisis. Time allowed for cure shall damages.
c. 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:
(1) Exercise any remedy provided by law; and
(2) Terminate this Master Agreement and any related Contracts or portions thereof; and (4) Suspend Contractor from being able to respond to future bid solicitations; and (5) Suspend Co and
(6) Withhold payment until the default is remedied.
d. Unless otherwise specified in the Participating Addendum, in the event 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 with respect to its Participating Addendum, in addition to those set forth in its Participating Addendum. Unless otherwise specified in a Purchase 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.

38. Waiver of Breach
Failure of the either party to declare a default or enforce any rights and remedies shall not operate as a waiver under this Master Agreement or Participating Addendum. Any waiver must be in writing. Waiver by a party any default, right or remedy under this Master Agreement or Participating Addendum, or with respect to any Purchase Order, or breach of any terms or requirements of this Master Agreement, a Participating Addendum, or Purchase Order shall not be construed or operate as a waiver of any

Attachment A: Page 19 of 37
subsequent default or breach of such term or requirement, or of any other term or requirement under this Master Agreement, Participating Addendum, or Purchase Order.

39. 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 this transaction (contract) 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.

40. Indemnification; Limitation of Liability
a. General Indemnity - Each party shall defend, indemnify and hold harmless the other party, along with their officers and employees, from and against third-party claims, damages or causes of action dily injury, or damage to
tangible personal property (not including lost or damaged data) arising from negligent or willful misconduct act(s), error(s), or omission(s) of the indemnifying party, its employees or subcontractors or volunteers, relating to its performance under the Master Agreement. In the event that the indemnified party's or a third party's negligent or willful misconduct acts, errors or omissions contributed to cause the injury or damage for which a claim of indemnity is being asserted against the Contractor, the damages and expenses (including, without limitation, reasonable attorneys' fees) shall be allocated or reallocated, as the case may be, between the indemnified party, the Contractor, and any other party bearing responsibility in such proportion as appropriately reflects the relative fault of such parties, or their subcontractors, or the officers, directors, employees, agents, successors, and assigns of any of them, and the liability of the Contractor shall be proportionately reduced.

The foregoing indemnification obligations are conditioned upon the indemnified party promptly notifying the indemnifying party in writing of the claim, suit, or proceeding for which the indemnifying party is obligated under this Subsection, cooperating with, assisting, and providing information to, the indemnifying party as reasonably required, and granting the indemnifying party the exclusive right to defend or settle such claim, suit, or proceeding; provided that any such settlement or compromise includes a release of the indemnified party from all liability arising out of such claim, suit or proceeding.
b. Indemnification Intellectual Property. The Contractor shall defend any claim against NASPO, NASPO Cooperative Purchasing Organization LLC (doing business as NASPO ValuePoint), the Lead State, Participating Entities, or Purchasing Entities, along with their officers and employees under this Agreement, infringes patents, copyrights or trademarks ("Intellectual Property Claim") of another person or entity.
(1)
Property Claim is based on:
(a) compliance with any designs, specifications, requirements, or instructions by any Indemnified or
(b) or
(c) t, or services offered by
Indemnified Party to external or internal Purchasing Entity, or revenue earned by the Indemnified Party; or
(d)
software or business processes.
(2) The Indemnified Party shall notify the Contractor promptly after receiving notice of an Intellectual Property Claim. If Indemnified Party fails to notify Contractor promptly of the Intellectual Property Claim, and that failure prejudices Cont

Attachment A: Page 20 of 37
with respect to that Intellectual Property Claim will be reduced to the extent Contractor has been prejudiced. In addition, such failure to provide prompt notification shall relieve Contractor of any Contractor defends any Intellectual Property Claim, 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. The Indemnified Party shall furnish, at the Co
for such defense.
(3) If an Intellectual Property Claim is made or appears likely, Indemnified Party shall permit Contractor to procure for Indemnified Party the right to continue using Contra Contractor determines that none of those alternatives is reasonably available, then Indemnified Party will return and/or cease using Cont
to generally accepted accounting principles.
(4) This Section 40
remedy regarding any Intellectual Property Claims.
c. under Section 40(a) (General
Indemnity) and Section 40(b) (Indemnification Intellectual Property) notwithstanding anything else herein, all liability of Contractor and its suppliers to any Participating Entity (and any Purchasing Entity under the Participating Entity) for claims arising under this Agreement, the applicable Participating Addendum, or otherwise shall be limited to the greater of (i) three million dollars ($3,000,000.00) or (ii) the money paid to Contractor by the Participating Entity under this Master Agreement in the twelve (12) month period prior to the event or circumstances that first gave rise to such liability. This limitation of liability is cumulative and not per incident. d. Waiver of Consequential Damages. In no event shall Contractor or its suppliers be liable for any (i) special, exemplary, incidental, indirect or consequential damages, or loss of or damage to data business, anticipated savings, use of any product or service, opportunity, goodwill or reputation, or (iii) wasted expenditure (other than any expenditure necessarily incurred to discharge the innocent

41. No Waiver of Sovereign Immunity
In no event shall this Master Agreement, any Participating Addendum or any 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 immunity, 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.

This section applies to a claim brought against the Participating Entities who are states only to the extent ereign 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 immunity, including but not limited to sovereign immunity and immunity based on the Eleventh Amendment to the Constitution of the United States.

42. Governing Law and Venue
a. The procurement, evaluation, and award of the Master Agreement shall be governed by and construed in accordance with the laws of the Lead State sponsoring and administering the procurement. The construction and effect of the Master Agreement after award shall be governed by the law of the state serving as Lead State. The construction and effect of any Participating Addendum or Order against the Master Agreement shall be governed by and construed in accorda

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b. Unless otherwise specified in the RFP, the venue for any protest, claim, dispute or action relating to the procurement, evaluation, and award is in the Lead State. Venue for any claim, dispute or action concerning the terms of the Master Agreement shall be in the state serving as Lead State. Venue for any claim, dispute, or action concerning any Order placed against the Master Agreement or the effect of a Participating State.
c. 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 for (in decreasing order of priority): the Lead State for claims relating to the procurement, evaluation, award, or contract performance or administration if the Lead State is a party; a Participating State if a named party; the state where the Participating Entity or Purchasing Entity is located if either is a named party.

43. 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- 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.

44. Contract Provisions for Orders Utilizing Federal Funds Pursuant to Appendix II to 2 Code of Federal Regulations (CFR) Part 200, Contract Provisions for NonFederal 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.

45. 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. Where the terms and conditions are not otherwise prescribed in an applicable Participating Addendum, the terms and conditions for leasing or alternative financing methods are subject to negotiation between the Contractor and Purchasing Entity.

46. Entire Agreement:

This Master Agreement, along with any attachment, contains the entire understanding of the parties hereto with respect to the Master Agreement unless a term is modified in a Participating Addendum with a Participating Entity. No click-through, or other end user terms and conditions or agreements required by Participating Entities or Purchasing Entities, even if use of such Services requires an affirmative in this Master Agreement.

Attachment A, eMarket Center Appendix: Page 22 of 37
eMarket Center Appendix
a. This Appendix applies whenever a catalog hosted by or integration of a punchout site with eMarket Center is required by the solicitation or either solution is proposed by a Contractor and accepted by the Lead State.
b.

Contractor for loading a hosted catalog or integrating a punchout site. c. At a minimum, the Contractor agrees to the following:
(1) Implementation Timeline: NASPO ValuePoint eMarket Center Site Admin shall provide a written request to the Contractor to begin enablement process. The Contractor shall have fifteen (15) days from receipt of written request to work with NASPO ValuePoint and JAGGAER to set up an the Contractor. The schedule will include future calls and milestone dates related to test and go live dates. The contractor shall have a total of Ninety (90) days to deliver either a (1) hosted catalog or (2) punch-out catalog, from date of receipt of written request. (2) NASPO ValuePoint and JAGGAER will work with the Contractor, to decide which of the catalog structures (either hosted or punch-out as further described below) shall be provided by the Contractor. Whether hosted or punch-out, the catalog must be strictly limited to the ucts and/or services not authorized
through the resulting cooperative contract should not be viewable by NASPO ValuePoint Participating Entity users).
(a) Hosted Catalog. By providing a hosted catalog, the Contractor is providing a list of its awarded products/services and pricing in an electronic data file in a format acceptable to JAGGAER, such as Tab Delimited Text files. In this scenario, the Contractor must submit updated electronic data no more than once per 30 days to the eMarket Center for the Lead Stat -to-date version of its product/service offering under the cooperative contract in the eMarket Center.
(b) Punch-Out Catalog. By providing a punch-out catalog, the Contractor is providing its own online catalog, which must be capable of being integrated with the eMarket Center as a.

Standard punch-in via Commerce eXtensible Markup Language (cXML). In this scenario, the Contractor shall validate that its online catalog is up-to-date by providing a written update no more than once per 30 days to the Lead State stating they have audited the offered products/services and pricing listed on its online catalog. The site must also return detailed UNSPSC codes (as outlined in line 3) for each line item. Contractor also agrees to provide eQuote functionality to facilitate volume discounts. d. Revising Pricing and Product Offerings: Any revisions to product/service offerings (new products, altered SKUs, new pricing etc.) must be pre-approved by the Lead State and shall be subject to any other applicable restrictions with respect to the frequency or amount of such revisions. However, no cooperative contract enabled in the eMarket Center may include price changes on a more frequent basis than once per year (see required Price Guarantee Period section 11). The following conditions apply with respect to hosted catalogs:
(1) Updated pricing files are required each calendar month of the month and shall go into effect in the eMarket Center on as approved by the Lead State contract administrator. (2) Lead State-approved price changes are not effective until implemented within the eMarket changes in eMarket Center.
e. Supplier Network Requirements: Contractor shall join the JAGGAER Supplier Network (SQSN) and JAGGAER system, and view reports on catalog spend and product/pricing freshness. The Contractor can receive orders through electronic delivery (cXML) or through low-tech options such as fax. More

Attachment A, eMarket Center Appendix: Page 23 of 37
information about the SQSN can be found at: www.sciquest.com or call the JAGGAER Supplier Network Services team at 800-233-1121.
f. Minimum Requirements: Whether the Contractor is providing a hosted catalog or a punch-out catalog, the Contractor agrees to meet the following requirements:
(1) Catalog must contain the most current pricing, including all applicable administrative fees and/or discounts, as well as the most up-to-date product/service offering the Contractor is authorized to provide in accordance with the cooperative contract; and (2) The accuracy of the catalog must be maintained by Contractor throughout the duration of the cooperative contract; and
(3) The Catalog must include a Lead State contract identification number; and (4) The Catalog must include detailed product line item descriptions; and (5) The Catalog must include pictures when possible; and (6) The Catalog must include any additional NASPO ValuePoint and Participating Addendum requirements. Although suppliers in the SQSN normally submit one (1) catalog, it is possible to have multiple contracts applicable to different NASPO ValuePoint Participating Entities. For example, a supplier may have different pricing for state government agencies and Board of Regents institutions. Suppliers have the ability and responsibility to submit separate contract pricing for the same catalog if applicable. The system will deliver the appropriate contract pricing to the user viewing the catalog.
g. Order Acceptance Requirements: Contractor must be able to accept Purchase Orders via fax or cXML. The Contractor shall provide positive confirmation via phone or email within 24 hours of the day before a weekend or holiday, the Contractor must provide positive confirmation via phone or email on the next business day.
h. UNSPSC Requirements: Contractor shall support use of the United Nations Standard Product and Services Code (UNSPSC). UNSPSC versions that must be adhered to are driven by JAGGAER for the suppliers and are upgraded every year. NASPO ValuePoint reserves the right to migrate to future versions of the UNSPSC and the Contractor shall be required to support the migration effort. All line items, goods or services provided under the resulting statewide contract must be associated to a UNSPSC code. All line items must be identified at the most detailed UNSPSC level indicated by segment, family, class and commodity.
i. Applicability: Contractor agrees that NASPO ValuePoint controls which contracts appear in the from the eMarket Center.
j. The Lead State reserves the right to approve the pricing on the eMarket Center. This catalog review right is solely for the benefit of the Lead State and Participating Entities, and the review and approval shall not waive the requirement that products and services be offered at prices (and approved fees) required by the Master Agreement.
k. Several NASPO ValuePoint Participating Entities currently maintain separate JAGGAER eMarketplaces, these Participating Entities do enable certain NASPO ValuePoint Cooperative Contracts. In the event one of these entities elects to use this NASPO ValuePoint Cooperative Contract (available through the eMarket Center) but publish to their own eMarketplace, the Contractor agrees to work in good faith with the entity and NASPO ValuePoint to implement the catalog.

NASPO ValuePoint does not anticipate that this will require substantial additional efforts by the Contractor; however, the supplier agrees to take commercially reasonable efforts to enable such separate JAGGAER catalogs.

Attachment A, Exhibit 1: Page 24 of 37
Exhibit 1 Additional Contractor Terms and Conditions

END USER LICENSE AGREEMENT
You and Cisco. Please read it carefully. The Agreement includes the applicable Cloud Offer Description(s) located at https://www.cisco.com/c/en/us/about/legal/cloud-and-software/cloud-terms.html and SEULA(s) located at https://www.cisco.com/c/en/us/about/legal/cloud-and-software/softwareand the order of precedence in the event of conflict is in Section 1 . Depending on whether the Software is delivered on-premise as Embedded Software or as a Cisco-hosted cloud offering of Cloud Software, certain terms herein may not apply to Your purchase. must have the authority to enter into this Agreement. If You do not have such authority, or if You do not agree with the terms of this Agreement, do not click accept and do not Use the Software. If You determine that You cannot comply with the terms of this Agreement after You have paid for the Software, You may return the Software to the Approved Source, disable or uninstall the Embedded Software and/or cease Your Use of the cloud-hosted Cloud Software and receive a full refund, provided You do so within thirty (30) days of Your initial purchase.

Section 1. License
a. License. Subject to Your payment of the applicable fees to an Approved Source and compliance with this Agreement, Cisco grants You a limited, non-exclusive license to Use the Software and related Documentation for Your internal business purposes only and in accordance with any Supplemental Terms, Order and/or Entitlement. In the event that Cisco requires You to register as an end user, Your license is valid only if the registration is complete and accurate. The Embedded Software delivered for Use on-premise may contain open source software, and is subject to separate license terms. A list of such open source software and related license agreements can be found at www.cisco.com/go/opensource. b. Limitations and Restrictions. Unless expressly authorized by Cisco in writing, You will not and will not allow a third party to:
i. Sell, resell, transfer, sublicense, or assign Your rights under this Agreement to any other person or entity (except as expressly provided in Section 1.f below); ii. modify, adapt or create derivative works of the Software or Documentation; iii. reverse engineer, decompile, decrypt, disassemble or otherwise attempt to derive the source code for the Software, except as authorized by Cisco ;
iv. make the functionality of the Software available to third parties in a managed or network provisioned service;
v. Use Software that is licensed for a specific device, whether physical or virtual, on another device;
vi. remove, modify, or conceal any product identification, copyright, proprietary, intellectual property notices or other marks on or within the Software; vii. Use the Software on secondhand and/or refurbished Cisco equipment; or viii. Use the Software on third party hardware unless otherwise set forth in the Documentation (or otherwise authorized by Cisco in writing).
c. Your Use of Cloud-Hosted Software. You will be responsible for the accuracy, quality and legality of Your Customer Data, the means by which You acquired Your Customer Purchasing Entity Data and Your Use of Your Customer Entity Data with our Software. You will not (i) interfere with other customer access to, or use of, the Software, or with the security of the Software; (ii) facilitate the attack or

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disruption of the Software, including a denial of service (DoS) attack, unauthorized access, monitoring or crawling or distribution of malware (including but not limited to viruses, Trojan horses, worms, time bombs, spyware, adware or cancelbots), or (iii) cause an unusual spike or increase in Your use of the Software that Cisco determines fraudulently or negatively impacts the operating capability of the Software. If Your use of the Software requires or permits You to use any Cisco Content, You (and Your agents) may only use such Cisco Content with the Software and with third-party products or services offerings that Cisco has identified as compatible. You will not extract Cisco Content from or use it separate from the Software, nor will you provide Cisco Content to a third party d. Third Party Use of Software. You may allow a third party to Use the Software licensed to You solely (i) on Your behalf, (ii) for Your internal operations, and (iii) in compliance with this Agreement. You agree that You are responsible for any breach of this Agreement by that third party. e. Upgrades and Additional Copies. Notwithstanding anything else in this Agreement, You may not Use Upgrades and additional copies of the Software unless You:
i. hold a valid license to the Software, are in compliance with such license, and have paid the applicable fee for the Upgrade; and
ii. purchase the Upgrade separately or have a valid support agreement covering the Software, either as part of a subscription or purchased separately; and iii. Use additional copies solely for backup purposes limited to archiving for restoration purposes. f. Transferability/Assignment. You may only transfer or assign Your license rights to on-premise Embedded Software to another person or entity in accordance with the current Cisco Relicensing/Transfer Policy. Any transfer or assignment other than in accordance with the Transfer Policy will have no effect. Cisco may transfer or assign any of its rights or delegate any of its obligations under this Agreement in its sole discretion. g. Interoperability. If required by applicable law, Cisco will provide You with the interface information needed to achieve interoperability between the on-premise Embedded Software and another independently created program. Cisco will provide this interface information at Your written request strictly follow any applicable terms and conditions upon which Cisco makes the information available. h. Non-production and Trial Use.
i. We may provide beta versions of the Software for you to evaluate and provide feedback. Beta versions are not generally released and may only be used for limited, temporary purposes - without warranty of any kind, and Cisco is not responsible for any problems or issues related to Your use. You understand that the Beta Software may never be generally available and we may discontinue it in our sole discretion at any time for any reason and delete any Customer Data or other data without liability to You. Your Use of the Beta Software is valid for thirty (30) days from the date it is made available to You. You will be invoiced for the list price if You do not return or stop Using it. You may not publish any results of benchmark tests run on the Beta Software without first obtaining written approval from Cisco.
ii. We may also give You trial access to generally-available Software. Any trial period will expire in - without support or any express or implied warranty or indemnity of any kind. At any time during or at the end of the trial, Cisco may terminate the trial and deactivate or delete Your account and any related data, information, and files, and bar any further access to such data, information and files for any reason.

Section 2. Fees and Payment
Fees for the Software are set out in Your purchase terms with Your Approved Source. Fees are nonrefundable and payment obligations are non-cancelable, except as provided here, in Your purchase terms, or where prohibited by law.

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Section 3. Ownership and Your Data
a. What We Own. Cisco and its licensors retain ownership of all intellectual property rights in and to the Software and its underlying technology and associat
including all improvements, enhancements, modifications, and derivative works. Cisco reserves all rights to the Materials that are not expressly granted under this Agreement or the Supplemental Terms.
b. What You Own and What You Do with It. You retain all right, title and interest in and to Customer Data. You authorize Cisco to use any feedback or ideas You provide in connection with Your Use of the Software for any purpose. You represent that all account information You provide is accurate and will be kept up-to-date and that You will use reasonable means to protect Your account from any unauthorized use or access, and promptly notify Cisco of any such use or access. c. How We Use Your Data. Cisco will process Customer Data and Personal Data in accordance with Privacy Statement, and the applicable Supplemental Terms. Cisco will maintain administrative, physical and technical safeguards consistent with industry standards and the Documentation, which are designed to provide security, confidentiality and integrity of the Customer Data we process. Certain Data that Cisco collects from the Software, or that You provide or make accessible to Cisco as part of Your use of the Software, is necessary for the essential use and functionality of such Software. Data is also used by Cisco to provide associated services such as technical support and to continually improve the operation, security and functionality of the Software.

For those reasons, You may not be able to opt out from some of the Data collection other than by uninstalling, disabling or ceasing use of the Software. i. Use of Telemetry Data and Statistical Data. Cisco may process Telemetry Data related to Your use of the Software in order to (i) deliver, enhance, improve, customize, support, and/or analyze the Software and other Cisco offerings, and (ii) derive Statistical Data. Cisco may freely use Telemetry Data that does not identify You or any of Your Authorized Users. Statistical Data is owned by Cisco and may be used for any legitimate interest or purpose, including, without limitation, for purposes of enhancing, developing, marketing, and/or promoting Cisco products and services, including the Software.
ii. International Data Transfers. Cisco may process and store Customer Data and Personal Data in the United States or outside of the country where it was collected. You are responsible for providing any required notices to Authorized Users and obtaining all required consents from Authorized Users regarding the processing and transfer of their Personal Data by the Software, including international transfers. Cisco will only transfer Personal Data consistent with applicable law. If Cisco processes Personal Data from the EEA or Switzerland on Your behalf, we will do so in a manner consistent with the relevant EU- or Swisswww.commerce.gov/privacyshield) or successor frameworks. If Cisco transfers Personal Data from an APEC Member Economy on Your behalf, Cisco will process such Personal Data in a manner www.cbprs.org
If Cisco is unable to provide at least the same level of protection as required by the Principles or CBPRs, Cisco will promptly notify You and cease processing.

Section 4. Software Support
We will provide basic technical support for subscription Cloud and Embedded Software, as described in the Supplemental Terms. Higher levels of support for subscription Software, and support for perpetual Software is separately available for purchase.

Section 5. Term and Termination
a. Your right to Use the Software begins on the date (i) the on-premise Embedded Software is made available for download or installation, or (ii) You receive notice that the cloud hosted Cloud Software is provisioned or available for Your use , and continues until the end of the term specified in the

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If the Software is licensed for use both on-premise and cloud-hosted, Your right to Use begins on the earlier of the date the Software is made available for download or is ready for provisioning. b. Software subscriptions will automatically renew for the renewal period selected on the Order in writing at least thirty (30) days before the end of the then-current term of its intention not to renew or (ii) You or Your Approved Source elect on the Order at the time of initial purchase not to auto-renew the Software subscriptions. Your Approved Source will notify You reasonably in advance of any Renewal Term if there are fee changes. The new fees will apply for the upcoming Renewal Term unless You or Your Approved Source promptly notify us in writing, before the applicable renewal date, that You do not accept the fee changes. In such event, the Software subscription will terminate at the end of the Initial Term. c. If a party materially breaches this Agreement and does not cure that breach within thirty (30) days after receipt of written notice of the breach, the non-breaching party may terminate this Agreement for cause. Cisco also has the right to immediately suspend or terminate Your use of the Software if You breach Section 1.c or Section 1.a or 1.b above. Upon termination or expiration of this Agreement, You must cease any further use of the Software and destroy any copies within Your control. Upon any termination by You for
Approved Source any prepaid fees covering the remainder of the Term after the effective date of termination. Upon any termination by Cisco for Your material breach of the Agreement, You will pay Cisco or Your Approved Source any unpaid fees covering the remainder of the Term. d.
posting at http://www.cisco.com/c/en/us/products/index.html. If You or Your Approved Source prepaid a license fee for Your Use of EOL Cloud Software, Cisco will use commercially reasonable efforts to transition You to a substantially similar Cloud Software. If Cisco does not have a substantially similar Cloud Service, then Cisco will credit You any unused portion of the prepaid fee for such Cloud Service, calculated from the last date the Cloud Service is available. Such credit can be applied towards the future purchase of Cisco products.

Section 6. General Provisions
a. Audit. During the license term for the Software and for a period of three (3) years after its expiration or termination, you will take reasonable steps to maintain complete and accurate records of Your use of the Software sufficient to verify compliance with this Agreement. No more than once per twelve (12) month period, You will allow Cisco and its auditors the right to examine such records and any applicable books, systems (including Cisco product(s) or other equipment), and accounts, upon reasonable advanced notice, during Your normal business hours. If the audit discloses underpayment of license fees, You or Your Approved Source will pay such license fees plus the reasonable cost of the audit within thirty (30) days of receipt of written notice. b. Survival. Sections 1.b, 3, 5, 6.a, 6.b, 6.d, 6.g shall survive termination or expiration of this Agreement.
c. Subcontracting. We may also subcontract any performance associated with the Software to third parties. Any such subcontract will not relieve Cisco of any of its obligations under this Agreement.

US Government End Users. The Software and Documentation are "commercial items," as defined at Federal Acquisition Regulation ("FAR") (48 C.F.R.) 2.101, consisting of "commercial computer software" and "commercial computer software documentation" as such terms are used in FAR 12.212.

Consistent with FAR 12.211 (Technical Data) and FAR 12.212 (Computer Software) and Defense Federal Acquisiti -1 through 227.7202-4, and
notwithstanding any other FAR or other contractual clause to the contrary in any agreement into which this Agreement may be incorporated, Government end users will acquire the Software and Documentation with only those rights set forth in this Agreement. Any license provisions that are inconsistent with federal procurement regulations are not enforceable against the U.S. Government. d. Modifications. As our business evolves, we may change this Agreement or any of its components (except an Order). Changes to the Agreement will only apply to future Orders.

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e. Compliance with Law. You will comply with all applicable laws and regulations related to Your receipt and use of the Software. You must ensure You have the right to use all features of the Software in Your jurisdiction. Cisco will comply with all applicable laws in the provision of the Software to You. We may restrict the availability of the Software in any particular location or modify or discontinue features to comply with applicable laws and regulations. Cisco may also share requests found at http://www.cisco.com/c/en/us/about/trust-transparencycenter/validation/report.html. f. Integration. If any portion of this Agreement is not enforceable, it will not affect any other terms.

Except as expressly stated in a signed agreement, this Agreement, together with any Supplemental Terms is the complete agreement between the parties with respect to the Software and supersedes all prior or contemporaneous communications, understandings or agreements (whether written or oral) regarding this subject matter. In the event of any conflict, the order of precedence is: i) Supplemental Terms; ii) this Agreement; then iii) any applicable policies referenced in this Agreement. The parties agree that the English version of the Agreement will govern in the event of a conflict between it and any version translated into another language.

Definitions
means data related to Your employees or representatives to administer or manage Your use of the Software. Administrative Data may include Personal Data and information about our contractual commitments, whether collected at the time of the initial registration or thereafter. means Cisco or a Cisco authorized reseller, distributor or systems integrator, including a Fulfillment Partner under the NASPO ValuePoint Master Agreement Terms and Conditions.

Authorized User ls authorized by You to access the Software. means Cisco Systems, Inc. or its applicable affiliate, the Contractor under the NASPO ValuePoint Master Agreement Terms and Conditions. means any Cisco-provided content or data including, but not limited to, geographic and domain information, rules, signatures, threat intelligence or other threat data feeds, suspicious URLs and IP address data feeds.

Cloud Software -hosted software offering as described in the applicable Cloud Offering Description purchased by You.

Confidential Information -public confidential or proprietary information of the disclosing party that is clearly marked confidential or should be reasonably assumed as confidential given the nature of the information and the circumstances of disclosure.

Customer means Purchasing Entity Data in the NASPO ValuePoint Master Agreement Terms and Conditions.
means Telemetry Data and Statistical Data.

Documentation isco user or technical manuals, training materials, specifications, privacy data sheets, or other information applicable to the Software.

Entitlement
product ID (PID
accidents, severe weather events, acts of God, actions of any government agency, epidemic, pandemic, acts of terrorism, or the stability or availability of the Internet or a portion thereof. means the additional terms and conditions applicable to the specific cloudhosted Software licensed under this Agreement (located here).

Order
duration, type/product ID (PID) and quantity of Software to be provided and the associated fees.

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has the same meaning in the NASPO ValuePoint Master Agreement Terms and Conditions.
means the Supplemental End User License Agreement containing additional terms and conditions for the on-premise Software licensed under this Agreement (located here).

Software
downloadable file, delivered on physical media, pre-installed on the on-premise computer system, resident in ROM/Flash (system memory) or cloud-hosted purchased from an Approved Source. Software may be either Embedded Software or Cloud Software.
means any information/data that Cisco derives from Customer Data and/or Telemetry Data, provided that such information/data is aggregated and/or de-identified such that it cannot reasonably be used to identify an individual or entity. means information generated by instrumentation and logging systems created through the use and operation of Cisco products and services.

Upgrades
modifications to the Software.

Use Using e Software
You Your
ValuePoint Master Agreement Terms and Conditions and applicable Participating Addendum.

Attachment A, Exhibit 2: Page 30 of 37
Exhibit 2 -Additional Contractor Terms and Conditions
Services Exhibit
This Services Exhibit governs all Orders for Services placed under the NASPO Master Agreement Terms and Conditions ("NASPO Master Agreement"). This Services Exhibit consists of the terms set forth in Exhibit 2 (including its attachments) and the Service Description Purchasing Entity may elect to purchase.

1. DEFINITIONS
Terms not defined in the body of the NASPO Master Agreement are those set out in the Glossary of Terms at the end of this Exhibit 2.

2. SCOPE
This Exhibit describes the terms and conditions for (a) Direct Purchases from Cisco by Customer of Services, and (b) delivery by Cisco of the Services according to the options ordered by Customer or otherwise provided by Cisco to Customer. Cisco will provide Services for Products and Customer will be entitled to receive Services for which (i) the applicable Services fees have been paid, (ii) a valid Software license has been granted and (iii) Customer provides information requested by Cisco such as valid serial numbers, site location, contract number, and Product type.

3. PRICING
For direct purchases from Cisco, and subsequent Equipment List renewals, prices for Services shall be those specified in Cisco's then-current Price List less any applicable contract discount in effect under the NASPO Master Agreement at the time of acceptance of the Purchase Order by Cisco, or (b) those set forth in a written price quotation submitted by Cisco or its Fulfilment Partner, if at or below the stated contract discount. All stated prices are exclusive of taxes, fees, and duties or other amounts in accordance with the NASPO Master Agreement. Any taxes related to Services purchased pursuant to this Agreement shall be paid by Customer or Customer shall present an exemption certificate acceptable to the taxing authorities. Applicable taxes shall be billed as a separate item on the invoice, to the extent possible. In the event that Customer is unable to provide valid and applicable serial number(s) for Product and Cisco agrees to provide Services, then Service fees payable by Customer shall be at Cisco's then-current time and materials or non-contract service rates. Subject to the price discount floor established by Cisco under the NASPO Master Agreement, for indirect purchases, Fulfillment Partners are free to determine their resale prices unilaterally.

Customer understands that no employee or representative of Cisco or anyone else has any authority to determine such resale prices, or to limit the Fulfillment Partners' pricing discretion with respect to Services
In the event that Customer is unable to provide valid and applicable serial number(s) for Product and - current time and materials or non contract service rates.

4. INVOICING
Fees for Services, other than those for which a SOW is required, shall be invoiced in advance of delivery of Services. The timing of invoices for Services provided pursuant to a SOW shall be set forth in the respective SOW.

5. TERM AND TERMINATION
a. The term of an Equipment List shall commence on the date set forth on such Equipment List, which may be up to sixty (60) days following the date of Purchase Order acceptance. The term of an Equipment List shall be for a period of one year and shall be renewed automatically for

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successive one year terms, unless either party notifies the other of its intent to terminate at least sixty (60) days prior to the expiration of the then current one year term. b. The term of each SOW shall be stated in the SOW.
c. Any Equipment List or SOW may be terminated if Services fees are not paid when due and payment has not been received within thirty (30) days after notice from Cisco of such past due payment, or otherwise in accordance with the termination provisions set out in the Agreement. d. Cisco reserves the right to make changes to the scope and content of the Services or part thereof, including terminating the availability of a given Service, at any time upon thirty (30) days' prior notice. Such changes will become effective upon renewal of the affected Equipment Lists and SOWs. If Customer does not agree to a change of scope or content, Customer may terminate any affected Equipment List or SOW by notifying Cisco at least sixty (60) days prior to the expiration of the then current one year term of the Equipment List or SOW. In such case, Cisco shall continue to provide Services until the next expiration date of the affected Equipment List or SOW. e. Upon termination of any Equipment List, or SOWs, Customer shall pay Cisco for all work performed under the affected Equipment Lists or SOWs up to the effective date of termination at the agreed-upon prices, fees, and expense reimbursement rates. f. Firm Orders for Services under this Services Exhibit placed and accepted prior to expiration of the contract term, (even if involving a multi-year commitment) remain valid in accordance with the contract terms which shall remain binding as to such prior orders only for the term stated therein, and shall not otherwise constitute an extension of the NASPO Master Agreement and this Services Exhibit for any other Services.

6. [INTENTIONALLY LEFT BLANK]

7. LICENSES
a.

Service Description or SOW, and the End User License Agreement (EULA) set forth in Exhibit 1, Cisco grants to Customer a worldwide, non-exclusive and non-transferable license to use for in object code form; (ii) other Deliverables specified in an applicable AS Service Description or Licensed
Materials In addition, Cisco grants to Customer a right to modify and create derivative works of any Scripts provided by Cisco to Customer pursuant to this Services Exhibit, solely for internal business use. These license grants do not include the right to sublicense; provided that Customer may permit its suppliers, subcontractors and other related third parties to use the ensures that any such use is subject to license restrictions and confidentiality obligations at least as p Agreement.
b. Nothing in this Agreement, any AS Service Description or any SOW shall alter or affect the Intellectual Property rights and/or licenses provided with any Cisco Products. c. Customer hereby grants to Cisco a perpetual, irrevocable, royalty free, worldwide right and license to all Intellectual Property in the Customer Feedback (as defined below) to use and incorporate Customer Feedback into any Services, Products, Deliverables, Data Collection Tools, Reports, Scripts or Cisco Pre-Existing Technology, and to use, make, have made, offer to sell, sell, copy, distribute and create derivative works of such Customer Feedback for any and all purposes whatsoever, and Customer acknowledges and agrees that it will obtain no rights in or to any Services, Products, Deliverables, Data Collection Tools, Reports, Scripts or Cisco Pre-Existing Agreemen Customer Feedback
improvements or changes to any Services, Products, Deliverables, Data Collection Tools, Reports, Scripts or Cisco Pre-Existing Technology that Customer provides to Cisco.

Attachment A, Exhibit 2: Page 32 of 37

8. OWNERSHIP
a. Each party will retain the exclusive ownership of all its pre-existing Intellectual Property, Confidential Information and materials, including, without limitation, proprietary ideas, sketches, diagrams, text, know-how, concepts, proofs of concepts, artwork, software, algorithms, methods, processes, identifier codes or other technology that are owned by a party prior to commencement of any Services hereunder, or that are otherwise developed by or for such party outside the scope Pre-Existing Technology
b. Except as otherwise expressly set forth in applicable SOW, Cisco owns and will continue to own all right, title and interest in and to the Services, Products, Deliverables, Data Collection Tools, Reports, Scripts, sketches, diagrams, text, know-how, concepts, proofs of concepts, artwork, software, algorithms, methods, processes, identifier codes or other technology provided or developed by Cisco (or a third party acting on behalf) pursuant to this Agreement, including modifications, enhancements, improvements or derivative works of any of the foregoing, regardless of who first conceives or reduces to practice, and all Intellectual Property in any of the Cisco Intellectual Property
c. As between Customer and Cisco, Customer shall at all times retain all right, title and interest in and to all of Pre-Existing Technology and all Intellectual Property that is developed by Intellectual
Property. Third Party Products shall at all times be owned by the applicable third party, and will be subject to any applicable third party license terms.

9. SUBCONTRACTING
Cisco reserves the right to subcontract Services to a third-party organization to provide Services to Customer. Any such subcontract shall not relieve Cisco of any of its obligations under this Services Exhibit or the NASPO Master Agreement.

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EXHIBIT 2 -- ATTACHMENT 1

GLOSSARY OF TERMS
Additional Services means installation of new Hardware, system additions, Hardware upgrades, dispatch of a field engineer, or non-mandatory engineering changes.

Advance Replacement means shipment of replacement Field-Replaceable Unit (FRU) before receiving failed or defective FRU.

Advanced Services means the Services set forth in the AS Service Description(s) found at http://www.cisco.com/go/servicedescriptions and/or SOW(s) selected by the Customer. Advanced Services does no
Application Services, nor does it apply to the purchase, support or maintenance of any Products.

Advanced Services Engineer means the Cisco engineer appointed to be the main point of contact for a Customer purchasing Advanced Services.

Application Software means non-resident or standalone Software Products listed on the Price List that include but are not limited to Cisco Systems® Network management Software, security Software, IP telephony Software, Internet appliance Software, Cisco® Intelligent Contact Management Software, IP Contact Center Software, and Cisco Customer Interaction Suite Software.

AS Service Descriptions mean the description of the Advanced Services available from Cisco, which are available at http://www.cisco.com/go/servicedescriptions and which are incorporated in this Agreement by reference.

Authorized Channel means a system integrator, distributor or reseller authorized by Cisco to sell Services.

Business Days means the generally accepted days of operation per week within the relevant region where the Services shall be performed, excluding local holidays as observed by Cisco.

Cisco means Contractor under the NASPO Master Agreement.

Customer means Purchasing Entity under the NASPO Master Agreement.

Data Collection Tools means Hardware and/or Software tools that support Cisco's ability to provide troubleshooting on cases, data analysis, and report generation capabilities as part of the Advanced Services.

Depot Time or Local Time means Central European Time for Services provided in Europe-Middle-East d Time
for Services provided in Japan, and Pacific Standard Time for Services provided in all other locations.

Deliverable(s) means, with respect to each AS Service Description and/or SOW, the items to be delivered by Cisco to Customer as set forth in an applicable AS Service Description and/or SOW, including, without limitation, any Software, Reports, Data Collection Tools, and/or Scripts.

Device Type means a Cisco supported Hardware Product (for example, Cisco Catalyst® 6509 Switch, GSR 12000 and Cisco 7200 Series Router).

Direct Purchases means purchases of Services by Customer directly from Cisco.

Equipment List means the list of Hardware and/or Software for which Cisco provides services.

Event means notification by Customer of its performance of a planned Network Hardware, Software, or configuration change.

Feature Set Upgrade means a separately licensed and priced Software release that contains an enhanced configuration or feature set.

Attachment A, Exhibit 2, Attachment 1: Page 34 of 37
Field-Replaceable Unit (FRU) means any component or subassembly of an item or unit of Hardware that reasonably can be replaced at Customer's location. FRUs also may be subject to size and weight limitations.

Four-hour Response means:
(i) For Advance Replacement Service, the four-hour time period commences upon the Cisco problem diagnosis and determination that a FRU is required and ends when the FRU is delivered onsite. (ii) For onsite service, the four-hour time period commences upon the Cisco problem diagnosis and determination that remedial onsite service is required and ends when Cisco personnel arrive onsite.

Indirect Purchases means purchases of Services by Customer through an Authorized Channel.

Intellectual Property means any and all tangible and intangible: (i) rights associated with works of authorship throughout the world, including but not limited to copyrights, neighboring rights, moral rights, and mask works, and all derivative works thereof, (ii) trademark and trade name rights and similar rights, (iii) trade secret rights, (iv) patents, designs, algorithms and other industrial property rights, (v) all other intellectual and industrial property rights (of every kind and nature throughout the world and however designated) whether arising by operation of law, contract, license, or otherwise, and (vi) all registrations, initial applications, renewals, extensions, continuations, divisions or reissues thereof now or hereafter in force (including any rights in any of the foregoing).

Level 1 means support that is defined as having the necessary technical staff (Cisco or Cisco-authorized reseller) with appropriate skill, perform installations, Remedial Hardware Maintenance, and basic Hardware and Software configuration on Cisco Products.

Level 2 means support that is defined as having the necessary technical staff with the appropriate skills to perform isolation, replication and diagnosis of internet-based problems on Cisco Product(s). Customer shall not report Software bugs to Cisco prior to attempting to identify the source of such bugs and testing in Customer's Network where appropriate. If the Customer cannot duplicate the bug in Customer's Network, Customer and Cisco shall cooperate in attempting to replicate and resolve related Software bugs in either Customer's or Cisco's test facility as mutually agreed. In all cases Customer will address Software bugs on a best effort basis to replicate same in Customer's Network and document activity to Cisco before seeking further resolution with Cisco's participation.

Local Time means local time on Business Days.

Maintenance Release means an incremental Software release that provides maintenance fixes and may provide additional Software functions. Cisco designates Maintenance Releases as a change in the digits to the right of the tenths digit or of the hundredths digit of the Software version number [x.x.(x) or x.x.x.(x)].

Major Release means a release of Software that provides additional software functions. Cisco designates Major Releases as a change in the ones digit of the Software version number [(x).x.x].

Minor Release means an incremental release of Software that provides maintenance fixes and additional Software functions. Cisco designates Minor releases as a change in the tenths digit of the Software version number [x.(x).x].

Network means a set of interconnected and interworking Cisco supported Hardware and Software that is implemented, operated, and supported by Customer from a single network operations center (NOC).

Network Infrastructure means your core transport and aggregation Network technology (for example, metro optical, ATM/Frame Relay, IP core and Cisco security devices including, but not limited to, Firewall, IDS and VPN3000).

Network Infrastructure Size means the total value of Products in Customer's Network based on the global list price of the Products that Customer has purchased.

Remedial Hardware Maintenance means diagnosis and onsite replacement of Hardware components with FRUs.

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Reports means reports, recommendations, network configuration diagrams, and related non-Software Deliverables provided by Cisco to Customer pursuant to this Agreement.

Scripts means software scripts, macros and batch files provided by Cisco to Customer pursuant to this Agreement.

Services means one or more of the services options selected by the Customer in its Purchase Order and described at: http://www.cisco.com/go/servicedescriptions Services Descriptions mean the detailed descriptions of the Services purchased by Customer which are incorporated into this Services Exhibit by reference.

Standard Business Hours means (i) 8:00 AM to 5:00 PM, Depot time, on Business Days for replacement of failed Products and (ii) 8:00 AM to 5:00 PM, Local Time at location of the respective Cisco TAC, on Business Days for case handling of TAC calls.

TAC means the Cisco Technical Assistance Center.

Technical Support Services means Services that provide both essential proactive and reactive operation and maintenance support Services identified as Technical Support Services at http://www.cisco.com/go/servicedescriptions. Technology Application means specific technologies including, but not limited to, content networking, broadband, and IP telephony that do not operate at the Network Infrastructure level.

Third Party Products means third party hardware and/or software, and all upgrades/updates thereto, that are designated by Cisco as required for:
(i) The operation of Application Software in conformance with Cisco applicable Application Software Documentation; and
(ii) Cisco support of the Application Software.

Transactional Advanced Services means the project related or consultancy Services sold under a Statement of Work.

Two-hour Response means:
(i) For Advance Replacement, the two-hour time period commencing wi and determination that a FRU is required and ending when the FRU is delivered onsite. (ii) For onsite service, the two-hour time period commencing with our problem diagnosis and determination that remedial onsite service is required and ending when Cisco personnel arrive onsite.

Update means Cisco Software Maintenance Releases, Minor Releases and Major Releases containing the same configuration or feature set as originally acquired, unless the Customer has upgraded the applicable Hardware or Software to a configuration or feature set other than what was originally acquired, and the applicable license fee for that upgrade has been paid. Updates do not include Feature Set Upgrades.

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EXHIBIT 2 -- ATTACHMENT 2

CISCO SEVERITY AND ESCALATION GUIDELINES
Customer shall assign a severity to all problems submitted to Cisco.

Severity 1
operation. Customer and Cisco both will commit full-time resources to resolve the situation.

Severity 2 means operation of an existing Network is severely degraded or significant aspects of Customer and Cisco both will commit full-time resources during Standard Business Hours to resolve the situation.

Severity 3 means operational performance of the Network is impaired, although most business operations remain functional. Customer and Cisco both are willing to commit resources during Standard Business Hours to restore service to satisfactory levels.

Severity 4 means information is required on Application Software capabilities, installation, or h are
willing to provide resources during Standard Business Hours to provide information or assistance as requested.

If you do not believe that adequate progress is being made or that the quality of Cisco service is satisfactory, we encourage you to escalate the problem to the appropriate level of management by asking for the TAC duty manager.

Cisco Escalation Guideline
Elapsed Time* Severity 1 Severity 2 Severity 3 Severity 4 1 hour Customer
Engineering
Manager
4 hours Technical
Support Director
Customer
Engineering
Manager
24 hours Vice President,
Customer
Advocacy
Technical
Support Director
48 hours President/CEO Vice President,
Customer
Advocacy
72 hours Customer
Engineering
Manager
96 hours President/CEO Technical
Support Director
Customer
Engineering
Manager
*Severity 1 escalation times are measured in calendar hours 24 hours per day, 7 days per week.

Severity 2, 3, and 4 escalation times correspond with Standard Business Hours.

Attachment A, Exhibit 2, Attachment 3: Page 37 of 37
EXHIBIT 2 -- ATTACHMENT 3

SERVICES NOT COVERED
Services that are not expressly set forth in the applicable Service Description or Statement of Work document are not covered under such Service Description or Statement of Work, including, without limitation, the following:

1. Services are only provided for generally available Products and Software releases/versions, unless agreed otherwise.

2. Any customization of, or labor to install, Software and Hardware (including installation of Updates).

3. Furnishing of supplies, accessories or the replacement of expendable parts (e.g., cables, blower assemblies, power cords, and rack mounting kits).

4. Electrical or site work external to the Products.

5. by Cisco.

6. Service for Hardware that is installed outdoors or that is installed indoors but requires special equipment to perform such Service.

7. Hardware replacement in quantities greater than three (3) FRUs, including those replacements due to pervasive issues documented in an engineering change notice or field alert unless End User has troubleshot failed Hardware down to the FRU level.

8. Services performed at domestic residences.

9. Support or replacement of Product that is altered, modified, mishandled, destroyed or damaged by one or more of the following: (a) natural causes; (b) environmental failures; (c) your failure to take any required actions; (d) a negligent or willful act or omission by you or use by you other than as specified in the applicable Cisco-supplied documentation; or (e) an act or omission of a third party.

10. Services or software to resolve Software or Hardware problems resulting from third party product or document.

11. Services for non-Cisco Software installed on any Cisco Product.

12. Any Hardware or third party product upgrade required to run new or updated Software.

13. Erasure or other removal of any customer or third party data on Products (or parts thereof) returned, repaired or otherwise handled by Cisco.

14. Additional Services are provided at the then-current time and materials rates.

15. Except as otherwise agreed, Software entitlement, including media, documentation, binary code, source code or access in electronic or other form is not provided. In addition, except as otherwise provided, no right, use or license to our Software is granted and you acknowledge and agree that you obtain no such rights.

16. Application Software is not supported as part of the SMARTnet support services provided by Cisco and is only supported under a separate service description.

The non-entitlement policies posted at http://www.cisco.com/go/warranty are hereby incorporated into this Agreement by this reference.

Capitalized terms are defined in the Glossary of Terms, or may be as set forth in the applicable Service Description or Statement of Work.

Att Attachment B: Page 1 of 11
Attachment B Scope of Services Awarded to Contractor
I. Data Communications Award Categories
The scope for this contract is as provided below. Contractor may offer products (i.e. white box, artificial intelligence, etc.) and services within the Categories it received an award in. Each category also allows for Internet of Things (IoT) products. These products must be an IoT product that can be deployed within, needs. Proposals are expected to include IoT products designed to support common government lines of business in specific subcategories i.e. routers, switches, end points, etc. IoT products can only be provided in categories that the vendor is awarded in and can include endpoints that support items in that category.

Category 1.1: UNIFIED COMMUNICATIONS (UC).

A set of products that provides a consistent unified user interface and user experience across multiple devices and modes of communications. Unified Communications that is able to provide services such as session management, voice, video, messaging, mobility, and meeting solutions (i.e., web, audio, IM&P, file sharing, white boarding, guest support, etc.). It can provide the foundation for advanced unified communications capabilities of IM and presence-based services and extends telephony features and capabilities to packet telephony network devices such as IP phones, media processing devices, Voice over IP (VoIP) gateways, and multimedia applications. Additional services, such as unified messaging, multimedia conferencing, collaborative contact centers, and interactive multimedia response systems, are made possible through open telephony APIs. General UC solution capabilities should include:

High Availability for Call Processing
Hardware Platform High Availability
Network Connectivity High Availability
PSTN Access resiliency
Call Processing Redundancy
Optional Branch Office Survivability Services

1.1.1 IP Telephony
call setup and teardown, and telephony features) over IP, instead of using circuit-switched or other modalities. Capabilities should include:

Support for analog, digital, and IP endpoints
Centralized Management
Enterprise Telephony Features (CFx, Transfer, CID, Shared line appearance, One Number Service, etc.)
Provide basic hunt group and call queuing capabilities
Flexibility to configure queue depth and hold time, play unique announcements and Music on Hold (MoH), log in and log out users from a queue and basic queue statistics (from the phone E911 Support
o National E911 Routing Services (proper PSAP routing when PSTN access is centralized) o 911 Device Tracking Services
o 911 On-Site Notification Services

1.1.2 Instant messaging/ Presence
within the enterprise, and remotely, as well as with guest users that offers quick transmission of textbased messages from sender to receiver. In push mode between two or more people using personal computers, Desktop (Windows/Mac/VDI/Linux), Mobile/Smartphone, Tablet, along with shared clients, instant messaging basically offers real-time direct written language-based online chat. Instant messaging may also provide video calling, file sharing, PC-to-PC voice calling and PC-to-regular-phone calling.

Att Attachment B: Page 2 of 11
IM Persistency / Workstream Collab
File Sharing Services, Desktop Sharing Services

1.1.3 Unified messaging
(e-mail, SMS, Fax, voicemail, video messaging, etc.) technologies into a single interface, accessible from a variety of different devices.

Ability to access and manage voice messages in a variety of ways, using email inbox, Web browser, desktop client, VoIP phone, or mobile phone
Visual Voicemail Support (Optional)
ASR / Transcription Services for recorded messages

1.1.4 Contact Center -based system that provides call and contact routing for high- -time
contact management system. The definition includes all contact center systems that provide inbound contact handling capabilities, outbound call/contact center and automatic contact distribution, combined with a high degree of sophistication in terms of dynamic contact traffic routing management.

1.1.5 Communications End Points and Applications
Attendant Consoles (Telephone Station)
IP Phones (desktop devices and accessories)
Room Based Conferencing Endpoints (Conf Phones, SparkBoard, JamBoard, Surface Hub)

1.1.6 UC Network Monitoring -to-end service management for Unified Communications. Capabilities include testing, performance monitoring, configuration management, accounting/billing, analytics (capacity planning), contact center specialized reports (utilization, queue KIIs, call abandonment rations, etc.), and business intelligence reporting.

1.1.7 Collaboration
ware or
hardware.

1.1.8 Collaborative Video A set of immersive video technologies that enable people to feel or appear as if they were present in a location that they are not physically in. Immersive video consists of a multiple codec video system, where each
see/talk to every other member on a screen (or screens) as if they were in the same room and provides call control that enables intelligent video bandwidth management.

1.1.9 Content Delivery Systems (CDS) A large distributed system of servers deployed in multiple data centers connected by the Internet. The purpose of the content delivery system is to serve content to a very large number of end-users (i.e., quarterly all hands meetings/webinar) with high availability and high performance. CDSs serve content over the Internet, including web objects (text, graphics, URLs, and scripts), downloadable objects (media files, software, documents), applications (e-commerce, portals), live streaming media, on-demand streaming media, and social networks.

Category 1.2: NETWORKING.

1.2.1 Network Application Services.

Application networking solutions and technologies that enable the successful and secure delivery of applications to local, remote, and branch-office users using technology to accelerate, secure, and increase availability of both application traffic and computing resources.

Att Attachment B: Page 3 of 11

1.2.1.1 Virtualized Load Balancers
and/or application traffic across multiple servers to improve the concurrent user capacity and overall reliability of applications. Capabilities should include:

SSL (Secure Sockets Layer) Off-loading
Caching capabilities
Layer 4 Load Balancing
Layer 7 Load Balancing
Detailed Reporting
Supports multiple load balancers in the same system for multiple groups Supports TLS1.2

1.2.1.2 WAN Optimization An appliance utilizing a collection of techniques for increasing data-transfer efficiencies across wide-area networks (WAN). Capabilities should include:

CIFS (Common Internet File System) acceleration
Data Compression
SSL encryption/decryption for acceleration (Optional)
Layer 4-7 visibility
Application Specific optimization
Network analysis tools (solutions utilized to collect, classify, analyze, and securely store log messages)

1.2.2 Networking Software.

Software that runs on a server, or within the Cloud, and enables the server to manage data, users, groups, security, applications, and other networking functions. The network operating system is designed to allow transfer of data among multiple computers in a network, typically a local area network (LAN), a private network or to other networks. Networking software capabilities should include:

Restartable Process
High availability options
Targeted operating systems, i.e. DC, campus, core, wan, etc.

Operating System Efficiencies
Network analysis tools (solutions utilized to collect, classify, analyze, and securely store log messages).

1.2.2.1 Network Management and Automation
automation, cloud computing, and IT systems management.

1.2.2.2 Data Center Management and Automation and
automate manual tasks across servers, network, applications, and virtualized infrastructure.

1.2.2.3 Cloud Portal and Automation
policy-based controls for provisioning virtual and physical resources.

1.2.2.4 Branch Office Management and Automation ions for management of branch offices. Capabilities include remote troubleshooting, device management, and WAN performance monitoring.

1.2.3 Network Optimization and Acceleration.

Devices and tools for increasing data-transfer efficiencies across wide-area networks.

Att Attachment B: Page 4 of 11

1.2.3.1 Data Analytics
issues related to congestion, such as utilization, service consumption and routing. Provides real-time insights into network traffic to determine the value of different portions of that traffic.

1.2.3.2 Dynamic Load Balancing
of checks and calculations to determine which server can best service each client request in order to select the server that can successfully fulfill the client request and do so in the shortest amount of time without overloading either the server or the server farm as a whole.

1.2.3.3 WAN Acceleration
on a wide area network (WAN). Capabilities should include:

CIFS acceleration
Data Compression
SSL encryption/decryption for acceleration (Optional)
Layer 4-7 visibility
Application Specific optimization

1.2.3.4 High Availability and Redundancy Limits any disruption to network uptime should an appliance face unforeseen performance issues. Transparently redistributes workloads to surviving cluster appliances without impacting communication throughout the cluster.

1.2.4 Optical Networking.

High capacity networks based on optical technology and components that provide routing, grooming, and restoration at the wavelength level as well as wavelength based services.

1.2.4.1 Core DWDM (Dense Wavelength Division Multiplexing) Switches systems designed for long haul and ultra long-haul optical networking applications.

1.2.4.2 Edge Optical Switches
networks.

1.2.4.3 Optical Network Management Provides capabilities to manage the optical network and allows operators to execute end-to-end circuit creation.

1.2.4.4 IP over DWDM (IPoDWDM)
(Optical Transport Network).

Category 1.3: ROUTERS, SWITCHES, SECURITY, AND NETWORKING STORAGE.

1.3.1 Routers.

A device that forwards data packets along networks. A router is connected to at least two networks, commonly two LANs or WANs or a LAN and its ISP's network. Routers are located at gateways, the places where two or more networks connect, and are the critical device that keeps data flowing between networks and keep the networks connected to the Internet.

1.3.1.1 Branch Routers
numbers of users and supports flexible configurations/feature. For example: security, VoIP, wan acceleration, etc.

1.3.1.2 Network Edge Routers A specialized router residing at the edge or boundary of a network. This router ensures the connectivity of its network with external networks, a wide area network or the Internet.

An edge router uses an External Border Gateway Protocol, which is used extensively over the Internet to provide connectivity with remote networks.

Att Attachment B: Page 5 of 11

1.3.1.3 Core Routers - High performance, high speed, low latency routers that enable Enterprises to deliver a suite of data, voice, and video services to enable next-generation applications such as IPTV and Video on Demand (VoD), and Software as a Service (SaaS).

1.3.1.4 Service Aggregation Routers
Ethernet and IP/MPLS networks to enable service providers and enterprise edge networks simultaneously host resource-intensive integrated data, voice and video business and consumer services.

1.3.1.5 Carrier Ethernet Routers
suite of data, voice, and video services to enable next-generation applications such as IPTV, Video on Demand (VoD), and Software as a Service (SaaS).

1.3.2 Security.

1.3.2.1 Data Center and Virtualization Security Products and Appliances Products designed to protect high-value data and data center resources with threat defense and policy control.

1.3.2.2 Intrusion Detection/Protection and Firewall Appliances network firewall security from worms, Trojans, spyware, key loggers, and other malware. This includes Next-Generation Firewalls (NGFW), which offer a wire-speed integrated network platform that performs deep inspection of traffic and blocking of attacks. Intrusion Detection/Protection and Firewall Appliances should provide:

Non-disruptive in-line bump-in-the-wire configuration
Standard first-generation firewall capabilities, e.g., network-address translation (NAT), stateful protocol inspection (SPI) and virtual private networking (VPN), etc.

Application awareness, full stack visibility and granular control Capability to incorporate information from outside the firewall, e.g., directory-based policy, blacklists, white lists, etc.

Upgrade path to include future information feeds and security threats SSL decryption to enable identifying undesirable encrypted applications (Optional)

1.3.2.3 Logging Appliances and Analysis Tools Solutions utilized to collect, classify, analyze, and securely store log messages.

1.3.2.4 Secure Edge and Branch Integrated Security Products intrusion prevention for branches and the network edge. Products typically consist of appliances or routers.

1.3.2.5 Secure Mobility Products
multiple mobile devices.

1.3.2.6 Encryption Appliances
transfer layer - above the data link level, but below the application level.

1.3.2.7 On-premise and Cloud-based services for Network Communications Integrity that provide threat protection, data loss prevention, message level encryption, acceptable use and application control capabilities to secure web and email communications. This could include cloud access security brokers (CASBs) and DNS security.

1.3.2.8 Secure Access
personally owned mobile devices (laptops, tablets, and smart phones). Capabilities should include:

Management visibility for device access
Self-service on-boarding

Att Attachment B: Page 6 of 11
Centralized policy enforcement
Differentiated access and services
Device Management

1.3.3 Storage Networking.

High-speed network of shared storage devices connecting different types of storage devices with data servers.

1.3.3.1 Director Class SAN (Storage Area Network) Switches and Modules - performance, and protocol-independent designed primarily to fulfill the role of core switch in a core-edge Fibre Channel (FC), FCOE or similar SAN topology. A Fibre Channel director is, by current convention, a switch with at least 128 ports. It does not differ from a switch in core FC protocol functionality. Fibre Channel directors provide the most reliable, scalable, high-performance foundation for private cloud storage and highly virtualized environments.

1.3.3.2 Fabric and Blade Server Switches
with the Fibre Channel (FC) protocol. It allows the creation of a Fibre Channel fabric, which is currently the core component of most SANs. The fabric is a network of Fibre Channel devices, which allows many-tomany communication, device name lookup, security, and redundancy. FC switches implement zoning; a mechanism that disables unwanted traffic between certain fabric nodes.

1.3.3.3 Enterprise and Data Center SAN and VSAN (Virtual Storage Area Network) Management - Management tools to provisions, monitors, troubleshoot, and administers SANs and VSANs.

1.3.3.4 SAN Optimization Tools to help optimize and secure SAN performance (ie. Encryption of data- at-rest, data migration, capacity optimization, data reduction, etc.

1.3.4 : Switches.

Layer 2/3 devices that are used to connect segments of a LAN (local area network) or multiple LANs and to filter and forward packets among them.

1.3.4.1 Campus LAN Access Switches
controls user and workgroup access to internetwork resources. The following are some of the features a campus LAN access switch should support:

1. Security
a. SSHv2 (Secure Shell Version 2)
b. 802.1X (Port Based Network Access Control)
c. Port Security
d. DHCP (Dynamic Host Configuration Protocol) Snooping

2. VLANs

3. Fast Ethernet/Gigabit Ethernet

4. PoE (Power over Ethernet)

5. link aggregation

6. 10 Gb support

7. Port mirroring

8. Span Taps

9. Support of IPv6 and IPv4

10. Standards-based rapid spanning tree

11. NetFlow Support (Optional).

Att Attachment B: Page 7 of 11

1.3.4.2 Campus LAN Core Switches
backbone and are responsible for transporting large amounts of traffic both reliably and quickly. Core switches should provide:

High bandwidth
Low latency
Hot swappable power supplies and fans
Security
o SSHv2
o MacSec encryption
o Role-Based Access Control Lists (ACL)
Support of IPv6 and IPv4
1/10/40/100 Gbps support
IGP (Interior Gateway Protocol) routing
EGP (Exterior Gateway Protocol) routing
VPLS (Virtual Private LAN Service) Support
VRRP (Virtual Router Redundancy Protocol) Support
NetFlow Support.

1.3.4.3 Campus Distribution Switches
forward it to the core layer switches. Traffic that is generated at Layer 2 on a switched network needs to be managed, or segmented into Virtual Local Area Networks (VLANs), Distribution layer switches provides the inter-VLAN routing functions so that one VLAN can communicate with another on the network. Distribution layer switches provides advanced security policies that can be applied to network traffic using Access Control Lists (ACLs).

High bandwidth
Low latency
Hot swappable power supplies and fans
Security (SSHv2 and/or 802.1X)
Support of IPv6 and IPv4
Jumbo Frames Support
Dynamic Trunking Protocol (DTP)
Per-VLAN Rapid Spanning Tree (PVRST+)
Switch-port auto recovery
NetFlow Support or equivalent

1.3.4.4 Data Center Switches
data center by switching or routing good ones to their final destinations, and discard unwanted traffic using Access Control Lists (ACLs) a minimum of 10 Gigabit speeds. High availability and modularity differentiates a typical Layer 2/3 switch from a data center switch. Capabilities should include:

High bandwidth
Low latency
Hot swappable power supplies and fans
Ultra-low latency through wire-speed ports with nanosecond port-to-port latency and hardwarebased Inter-Switch Link (ISL) trunking Load Balancing across Trunk group able to use packet based load balancing scheme Bridging of Fibre Channel SANs and Ethernet fabrics
Jumbo Frame Support

Att Attachment B: Page 8 of 11
Plug and Play Fabric formation that allows a new switch that joins the fabric to automatically become a member
Ability to remotely disable and enable individual ports Support NetFlow or equivalent

1.3.4.5 An application in SDN that manages flow control to enable intelligent networking.

1.3.4.6 Software Defined Networks (SDN) - Virtualized Switches and Routers Technology utilized to support software manipulation of hardware for specific use cases.

1.3.4.7 Software Defined Networks (SDN) Controllers - is an application in software-defined networking (SDN) that manages flow control to enable intelligent networking. SDN controllers are based on protocols, such as OpenFlow, that allow servers to tell switches where to send packets. The SDN controller lies between network devices at one end and applications at the other end. Any communications between applications and devices have to go through the controller. The controller uses multiple routing protocols including OpenFlow to configure network devices and choose the optimal network path for application traffic.

1.3.4.8 Carrier Aggregation Switches Carrier aggregation switches route traffic in addition to are:

Designed for Metro Ethernet networks
Designed for video and other high bandwidth applications Supports a variety of interface types, especially those commonly used by Service Providers Capabilities should include:

Redundant Processors
Redundant Power
IPv4 and IPv6 unicast and multicast
High bandwidth
Low latency
Hot swappable power supplies and fans
MPLS (Multiprotocol Label Switching)
BGP (Border Gateway Protocol)
Software router virtualization and/or multiple routing tables Policy based routing
Layer 2 functionality
o Per VLAN Spanning Tree
o Rapid Spanning Tree
o VLAN IDs up to 4096
o Layer 2 Class of Service (IEEE 802.1p)
o Link Aggregation Control Protocol (LACP)
o QinQ (IEEE 802.1ad)

1.3.4.9 Carrier Ethernet Access Switches directly to the customer or be utilized as a network interface on the service side to provide layer 2 services.

Hot-swappable and field-replaceable integrated power supply and fan tray AC or DC power supply with minimum DC input ranging from 18V to 32 VDC and 36V to 72 VDC Ethernet and console port for manageability

Att Attachment B: Page 9 of 11
SD flash card slot for additional external storage
Stratum 3 network clock
Line-rate performance with a minimum of 62-million packets per second (MPPS) forwarding rate Support for dying gasp on loss of power
Support for a variety of small form factor pluggable transceiver (SFP and SFP+) with support for Device Object Model (DOM)
Timing services for a converged access network to support mobile solutions, including Radio Access Network (RAN) applications
Support for Synchronous Ethernet (SyncE) services
Supports Hierarchical Quality of Service (H-QoS) to provide granular traffic-shaping policies Supports Resilient Ethernet Protocol REP/G.8032 for rapid layer-two convergence Category 1.4: WIRELESS.

Provides connectivity to wireless devices within a limited geographic area. System capabilities should include:

Redundancy and automatic failover
IPv6 compatibility
NTP Support

1.4.1 Access Points nnect
to a wired network using Wi-Fi, or related standards. Capabilities should include:
802.11a/b/g/n
802.11n
802.11ac
Capable of controller discovery method via DHCP (onsite controller or offsite through Cloud Architecture)
UL2043 plenum rated for safe mounting in a variety of indoor environments Support AES-CCMP (128-bit)
Provides real-time wireless intrusion monitoring and detection

1.4.2 Outdoor Wireless Access Points
or other type of mount. During operations they can tolerate a wide temperature range, high humidity and exposure to water, dust, and oil. Capabilities should include:

Flexible Deployment Options
Provides real-time wireless intrusion monitoring and detection Capable of controller discovery method via DHCP (onsite controller or offsite through Cloud Architecture)

1.4.3 Wireless LAN Controllers -weight access
points in large quantities by the network administrator or network operations center. The WLAN controller automatically handles the configuration of wireless access-points. Capabilities should include:

Ability to monitor and mitigate RF interference/self-heal Support seamless roaming from AP to AP without requiring re-authentication Support configurable access control lists to filter traffic and denying wireless peer to peer traffic System encrypts all management layer traffic and passes it through a secure tunnel

Att Attachment B: Page 10 of 11
Policy management of users and devices provides ability to de-authorize or deny devices without denying the credentials of the user, nor disrupting other AP traffic Support configurable access control lists to filter traffic and denying wireless peer to peer traffic

1.4.4 Wireless LAN Network Services and Management
plan, configure and deploy a wireless network, as well as provide additional WLAN services. Some examples include wireless security, asset tracking, and location services. Capabilities should include:

Provide for redundancy and automatic failover
Historical trend and real time performance reporting is supported Management access to wireless network components is secured SNMPv3 enabled
RFC 1213 compliant
Automatically discover wireless network components
Capability to alert for outages and utilization threshold exceptions mDNS
QoS / Application identification capability

1.4.5 Cloud-based services for Access Points -based management of campus-wide WiFi deployments and distributed multi-site networks. Capabilities include:

Zero-touch access point provisioning
Network-wide visibility and control
RF optimization,
Firmware updates

1.4.6 Mobile Device Management (MDM) MDM technology utilized to allow employees to bring personally owned mobile devices (laptops, tablets, and smart phones) to their workplace, and use those devices to access privileged government information and applications in a secure manner. Capabilities should include:

Ability to apply corporate policy to new devices accessing the network resources, whether wired or wireless
Provide user and devices authentication to the network
Provide secure remote access capability
Support 802.1x
Network optimization for performance, scalability, and user experience Category 1.5: FACILITY MANAGEMENT, MONITORING, AND CONTROL.

Technology utilized in the management, monitoring and control of facilities. Technologies include:
a. Access control systems
b. Detection/Identification systems, such as surveillance systems, closed circuit television cameras, or IP camera networks and the associated monitoring systems. c. Response systems such as alert systems, desktop monitoring systems, radios, and digital signage.
d. Building and energy controls

Att Attachment B: Page 11 of 11
II. Value Added Services
For each Award Category above, the following valued services should also be available for procurement at the time of product purchase or anytime afterwards. This provided list of value added services is not intended to be exhaustive, and may be updated pursuant to the terms of the resulting Master Agreement

2.1 Maintenance Services
hardware coverage, and smart, proactive device diagnostics for hardware.

2.2 Professional Services
a. Deployment Services
i. Survey/ Design Services Includes, but not limited to, discovery, design, architecture review/validation, and readiness assessment.
ii. and
configuration or end-to-end integration and deployment. iii.
readiness, identify ways to increase efficiencies throughout the network, and optimize s and service management.
b.
management, problem management, change management, and utilization and performance reporting that may be on a subscription basis.
c. Consultin reliability,
d.
roadmaps for
management.
e. Statement of Work (SOW) Services Customer-specific tasks to be accomplished and/or services requirements.
f. Testing Services Includes, but not limited to, testing the availability, reliability, security and solutions

2.3 Services Fulfillment Partners.
a. Subject Fulfillment Partner, many
Fulfillment Partners can also offer and provide some or all of the Services as listed above at competitive pricing, along with local presence and support. Contractor, as the prime, has sole discretion to determine what Services as listed above may be provided by the Fulfillment Partners. As the primary Contractor (OEM), Contractor is ultimately responsible for the service and performance of its Fulfillment Partners. Customers may have the option to purchase the Services to be directly delivered by Contractor (OEM) or its certified Fulfillment Partners.

2.4 Training including but not
limited to designing, implementing, operating, configuring, and troubleshooting network systems pertaining to items provided under the master agreement.

Attachment C: Page 1 of 1 Att
Contractor Cisco Systems, Inc.

Section 1: Pricing
Notes

1. % discounts are based on minimum discounts off Contractor's commercially published pricelists versus fixed pricing. as the ability to update and

2. Minimum guaranteed contract discounts do not preclude Contractor and/or its Fulfillment Partners from providing deeper or additional, incremental discounts at their sole discretion.

3. Purchasing Entities shall benefit from any promotional pricing offered by Contractor to similar customers.

Promotional pricing shall not be cause for a permanent price change.

4. Contractor's price catalog shall only include offers that are in contract scope and within the awarded categories.

Quotes to eligible Purchasing Entities shall be based on the approved price catalog as posted on the NASPO website as well as the mandatory contract webpage.

Section 2: Minimum Discount % off List
Category 1.1 Unified Communications (UC)
Hardware and Software (on premise) 35.00%
Cloud Services 10.00%
Service Packages (i.e., Maintenance, etc.) 10.00%
Category 1.2 Networking
Hardware and Software (on premise) 35.00%
Cloud Services 10.00%
Service Packages (i.e., Maintenance, etc.) 10.00%
Category 1.3 Routers, Switches, Secuirty, and Networking Storage Hardware and Software (on premise) 35.00%
Cloud Services 10.00%
Service Packages (i.e., Maintenance, etc.) 10.00%
Category 1.4 Wireless
Hardware and Software (on premise) 35.00%
Cloud Services 10.00%
Service Packages (i.e., Maintenance, etc.) 10.00%
Category 1.5 Facility Management, Monitoring, and Control Hardware and Software (on premise) 35.00%
Cloud Services 10.00%
Service Packages (i.e., Maintenance, etc.) 10.00%
Section 3: Value Added Services
Hourly Rates
Weekday Weekend State Holiday
Title Job Description Onsite Remote Onsite Remote Onsite Remote Maintenance Services $600.00 $525.00 $600.00 $525.00 $600.00 $525.00 Professional Services i.e. Cisco Advanced Services, IoT, NTE $743.17 $661.17 $743.17 $661.17 $743.17 $661.17 Deployment Services
i.e. Cisco Implementation Services, IoT, NTE $743.17 $661.17 $743.17 $661.17 $743.17 $661.17 Consulting Advisory Services i.e. Cisco Advisory Services, IoT, NTE $743.17 $661.17 $743.17 $661.17 $743.17 $661.17 Architectural Design Services i.e. Cisco Advanced Services, IoT, NTE $743.17 $661.17 $743.17 $661.17 $743.17 $661.17 Statement of Work Services i.e. Cisco Advanced Services, IoT, NTE $743.17 $661.17 $743.17 $661.17 $743.17 $661.17 Partner Services
Basic Install & Config Only (i.e. rack &
stack, cabling, etc.), IoT, NTE $600.00 $525.00 $600.00 $525.00 $600.00 $525.00 Training Deployment Services
i.e. Software Adoption, Cisco Training
Services, NTE $600.00 $525.00 $600.00 $525.00 $600.00 $525.00

STATE OF CALIFORNIA
PARTICIPATING ADDENDUM NUMBER 7-20-70-47-01

DATA COMMUNICATIONS
Utah NASPO ValuePoint Master Agreement Number AR3227
Cisco Systems, Inc. (Contractor)
This Participating Addendum Number 7-20-70-47-01 is entered into between the state of California, Department of General Services (hereafter referred to as “State” or “DGS”) and Cisco Systems, Inc. (hereafter referred to as “Contractor”) under the lead state of Utah NASPO ValuePoint Master Agreement Number AR3227.

1. SCOPE
A. This Participating Addendum covers the purchase of Data Communications products and associated services under the Utah NASPO ValuePoint Master Agreement. The Utah NASPO ValuePoint Master Agreement Number AR3227 is hereby incorporated by reference. Product/service categories included under this Participating Addendum are identified in Section 5 (Available Products and Services).

B. This Participating Addendum is available for use by California state agencies and local governments. A local government is defined as any city, county, city and county, district, or other local governmental body, school district or corporation empowered to expend public funds. The State Agency Listing (https://www.ca.gov/agenciesall/) provides a comprehensive list of state agencies.

C. Each local government is to make its own determination whether this Participating Addendum and the Utah NASPO ValuePoint Master Agreement are consistent with its procurement policies and regulations.

2. TERM
A. The term of this Participating Addendum shall begin June 1, 2021, or upon signature approval by the State, whichever is later and will end September 30, 2024, or upon termination by the State, whichever occurs first.

B. Lead State amendments to extend the NASPO ValuePoint Master Agreement term date are not automatically incorporated into this Participating Addendum.

Extension(s) to the term of this Participating Addendum will be through a written amendment upon mutual agreement between the State and the Contractor.

C. Order placement and execution shall be on or before the expiration of this Participating Addendum. However, delivery of products or completion of services may be after the Participating Addendum expiration date.

ATTACHMENT 2

Participating Addendum 7-20-70-47-01

3. TERMS AND CONDITIONS/INCORPORATION OF DOCUMENTS
A. Terms and conditions listed below are hereby incorporated by reference and made a part of this Participating Addendum as if attached herein and shall apply to the purchase of goods or services made under this Participating Addendum. 1) General Provisions – Information Technology (GSPD-401IT) effective 9/5/2014. This document can be viewed on the DGS Procurement Division website (https://www.dgs.ca.gov/PD/Resources/Page-Content/ProcurementDivision-Resources-List-Folder/Model-Contract-Language). 2) Cloud Computing Software as a Service (SaaS) General Provisions effective 6/7/2019. This document can be viewed on the DGS Procurement Division website (https://www.dgs.ca.gov/PD/Resources/Page- Content/ProcurementDivision-Resources-List-Folder/Model-Contract- Language). 3) Cloud Computing Special Provisions for Software as a Service (SaaS) effective 03/15/18. This document can be viewed on the DGS Procurement Division website (https://www.dgs.ca.gov/PD/Resources/PageContent/Procurement-Division-Resources-List-Folder/Model-ContractLanguage).

4. ORDER OF PRECEDENCE
A. In the event of any inconsistency between the articles, attachments, or provisions which constitute this agreement, the following descending order of precedence shall apply:
1) California Participating Addendum Number 7-20-70-47-01 2) Utah NASPO ValuePoint Master Agreement Number AR3227

5. AVAILABLE PRODUCTS AND SERVICES
A. The following product and service categories are listed in the Utah NASPO ValuePoint Master Agreement AR3227:
1) Category 1.1 Unified Communications
2) Category 1.2 Networking
3) Category 1.3 Routers, Switches, Security, and Storage Networking 4) Category 1.4 Wireless
5) Category 1.5 Facility Management, Monitoring, and Control 6) Category 2.1 Maintenance Services
7) Category 2.2 Professional Services
8) Category 2.3 Partner Services
9) Category 2.4 Training

Participating Addendum 7-20-70-47-01

6. RESTRICTIONS/DISALLOWED PRODUCTS AND SERVICES (STATE

AGENCIES ONLY)
A. The following product and service offerings are prohibited for state agencies under this Participating Addendum.
1) Leasing (Note: State agencies may utilize financing available through DGS-PD GS $Mart program.)
These restrictions are not applicable to local governments.

B. Products and services that are available on the California Network and Telecommunications (CALNET) Program and mandatory California statewide contracts cannot be purchased from this Participating Addendum by non-exempt state agencies without an exemption.

State agencies are responsible for contacting the California Department of Technology (CDT) for CALNET contract exemptions and the DGS Procurement Division for mandatory statewide contract exemptions in accordance with the published User Instructions prior to issuing a purchase order.

This restriction is not applicable to local governments.

C. Services that fall within the definition of “public works” as defined in Public Contract Code, Section 1101 and Labor Code Section 1720 are disallowed under this cooperative agreement and must be procured by alternate means.

This restriction is not applicable to local governments.

7. PRICING
Contractor is responsible for maintaining a current price list of available products and services on the NASPO ValuePoint Data Communications 2019-2026 website.

8. AUTHORIZED RESELLERS
A. Contractor may use State-approved Authorized Resellers under this Participating Addendum for sales and service functions as defined herein. 1) Authorized Resellers must accept purchase orders and accept payment from ordering agencies for products and services offered under this Participating Addendum.
2) Authorized Resellers are responsible for sending a copy of all purchase orders and invoices to the Contractor for compliance with quarterly usage reporting and administrative fee requirements.

Participating Addendum 7-20-70-47-01

3) All purchase documents to Authorized Resellers shall reference the Participating Addendum Number and Contractor Name.

B. Contractor shall be responsible for successful performance and compliance with all requirements in accordance with the terms and conditions under this Participating Addendum, even if work is performed by Authorized Resellers. All State policies, guidelines, and requirements shall apply to Authorized Resellers.

C. Contractor will be the sole point of contact with regard to Participating Addendum contractual matters, reporting, and administrative fee requirements.

D. Subject to the approval of the State, Authorized Resellers may be added on a quarterly basis during the term of the contract. Contractors shall notify the State of any deleted Authorized Resellers or changes to current Authorized Resellers’ contact information in writing at any time during the contract term.

E. Contractor will be required to submit Authorized Reseller requests, in a format specified by the State, to the State Contract Administrator for approval.

F. State-approved Authorized Resellers will be posted on the State’s Cal eProcure website.

9. SUBCONTRACTORS
A. Nothing contained in this Agreement or otherwise, shall create any contractual relation between the State and any subcontractors, and no subcontract shall relieve Contractor of its responsibilities and obligations hereunder. Contractor agrees to be as fully responsible to the State for the acts and omissions of its subcontractors and of persons either directly or indirectly employed by any of them as it is for the acts and omissions of persons directly employed by the Contractor. Contractor's obligation to pay its subcontractors is an independent obligation from the State's obligation to make payments to the Contractor.

B. Contractor shall perform the work contemplated with resources available within its own organization and no portion of the work shall be subcontracted except for subcontractors listed on the Bidder Declaration (GSPD-05-105) provided to ordering agencies at the time an order is quoted.

C. As the prime contractor, Contractor is responsible for reports and fees required by the terms and conditions of the NASPO ValuePoint Master Agreement and State Participating Addendum.

D. Any subcontract in excess of $25,000, entered into as a result of this Agreement, shall contain all the provisions stipulated in this Agreement to be applicable to subcontractors.

Participating Addendum 7-20-70-47-01

10.ORDERING AGENCY RESPONSIBILITIES
A. State agency and local government use of this Participating Addendum is optional.

B. State agencies and local governments must follow the ordering procedures outlined within the User Instructions guide, administered by the State Contract Administrator, to execute orders against this Participating Addendum. User Instructions are posted on the State’s Cal eProcure website.

11. STATE AGENCY BUY RECYCLED CAMPAIGN (SABRC)
A. State agencies are required to report purchases made within the eleven product categories in the California Department of Resources Recycling and Recovery’s State Agency Buy Recycled Campaign (SABRC) per Public Contract Code sections 12200-12217.

B. Contractor will be required to complete and return a Recycled-Content Certification form (https://www.calrecycle.ca.gov/contracts/forms) upon request by a state agency.

12.DELIVERY
A. Delivery shall occur within 30 days after receipt of order, or as negotiated between ordering agency and Contractor and included in the purchase order, or as otherwise stipulated in the NASPO ValuePoint Master Agreement.

B. Free On Board (F.O.B.) Destination to the ordering agency’s receiving point.

13. INVOICING AND PAYMENT
A. Payment terms for this Participating Addendum are net 45 days. Payment will be made in accordance with IT General Provisions Paragraph 30 (Required Payment Date).

B. Invoices shall be sent to the address identified in the ordering agency’s purchase order. The State Participating Addendum Number and ordering agency purchase order number shall appear on each invoice for all purchases placed under this Participating Addendum.

C. Contractor will accept the state of California credit card (CAL-Card) for payment of invoices.

14. USAGE REPORTING
A. Contractor shall submit usage reports on a quarterly basis to the State Contract Administrator for all California entity purchases using the report template

Participating Addendum 7-20-70-47-01

attached hereto as Attachment A. The report is due even when there is no activity.

B. The DGS Contract Administrator reserves the right to modify Attachment A and require Contractor to provide additional order information during the course of this Agreement.

C. The report shall be an Excel spreadsheet transmitted electronically to the DGS Cooperatives mailbox ([email protected]).

D. Any report that does not follow the required format or that excludes information will be deemed incomplete. Contractor will be responsible for submitting corrected reports within five business days of the date of written notification from the State.

E. Tax must not be included in the report, even if it is on the purchase order.

F. Reports are due for each quarter as follows:

Reporting Period Due Date
January 1 to March 31 April 30
April 1 to June 30 July 31
July 1 to September 30 October 31
October 1 to December 31 January 31
G. Failure to meet reporting requirements and submit the reports on a timely basis shall constitute grounds for suspension of this contract.

H. Time extensions may be approved only if all due reports have been submitted to the State.

15. ADMINISTRATIVE FEE
A. Contractor shall submit a check, payable to the State of California, remitted to the Cooperative Agreement Unit for the calculated amount equal to 1.25% of the sales for the quarterly period.

B. Contractor must include the Participating Addendum Number on the check.

Those checks submitted to the State without the Participating Addendum Number will be returned to Contractor for additional identifying information.

C. Administrative fee checks shall be submitted to:

State of California
Department of General Services, Procurement Division
Attention: Cooperative Agreement Program
707 3rd Street, 2nd Floor, MS 2-202
West Sacramento, CA 95605

Participating Addendum 7-20-70-47-01

D. The administrative fee shall not be included as an adjustment to Contractor’s NASPO ValuePoint Master Agreement pricing.

E. The administrative fee shall not be invoiced or charged to the ordering agency.

F. Payment of the administrative fee is due irrespective of payment status on orders or service contracts from a purchasing entity.

G. Administrative fee checks are due for each quarter as follows:

Reporting Period Due Date
January 1 to March 31 April 30
April 1 to June 30 July 31
July 1 to September 30 October 31
October 1 to December 31 January 31
H. Failure to meet administrative fee requirements and submit fees on a timely basis shall constitute grounds for suspension of this contract.

16.CONTRACT MANAGEMENT
A. The primary Contractor Contract Manager for this Participating Addendum shall be as follows:

Contractor Contract Manager
Name: Jumana Dihu
Phone: (773) 269-6397
Email [email protected]
Address: Cisco Systems, Inc.

Attn: Jumana Dihu
170 West Tasman Dr.

San Jose, CA 95134
B. The State Contract Administrator for this Participating Addendum shall be as follows:

State Contract Administrator
Name: Julie Matthews
Phone: (916) 375-4612
Email [email protected]

Participating Addendum 7-20-70-47-01

State Contract Administrator
Address: State of California
Department of General Services
Procurement Division
707 Third Street, 2nd Floor, MS 2-202
West Sacramento, CA 95605
C. Should the contact information for either party change, the party will provide written notice with updated information no later than ten business days after the change.

17.TERMINATION OF AGREEMENT
The State may terminate this Participating Addendum at any time upon 30 days prior written notice to the Contractor. Upon termination or other expiration of this Participating Addendum, each party will assist the other party in orderly termination of the Participating Addendum and the transfer of all assets, tangible and intangible, as may facilitate the orderly, non-disrupted business continuation of each party.

This provision shall not relieve the Contractor of the obligation to perform under any purchase order or other similar ordering document executed prior to the termination becoming effective.

18.AMENDMENT
No amendment or variation of the terms of this Participating Addendum shall be valid unless made in writing, signed by the parties and approved as required. No oral understanding or agreement not incorporated in the Participating Addendum is binding on any of the parties.

19.AGREEMENT
A. This Participating Addendum and the Master Agreement together with its exhibits and/or amendments, set forth the entire agreement between the parties with respect to the subject matter of all previous communications, representations or agreements, whether oral or written, with respect to the subject matter hereof.

Terms and conditions inconsistent with, contrary or in addition to the terms and conditions of this Participating Addendum and the Master Agreement, together with its exhibits and/or amendments, shall not be added to or incorporated into this Participating Addendum or the Master Agreement and its exhibits and/or amendments, by any subsequent purchase order or otherwise, and any such attempts to add or incorporate such terms and conditions are hereby rejected.

The terms and conditions of this Participating Addendum and the Master Agreement and its exhibits and/or amendments shall prevail and govern in the case of any such inconsistent or additional terms.

Participating Addendum 7-20-70-47-01

B. By signing below Contractor agrees to offer the same products/and or services as on the Utah NASPO ValuePoint Master Agreement Number AR3227, at prices equal to or lower than the prices on that contract.

C. IN WITNESS WHEREOF, the parties have executed this Participating Addendum as of the date of execution by both parties below.

STATE OF CALIFORNIA
Department of General Services

CONTRACTOR
Cisco Systems, Inc.

Agency Name Contractor Name
Authorized Signature Date Signed Authorized Signature Date Signed Printed Name/Title of Person Signing Printed Name/Title of Person Signing 707 Third Street
West Sacramento, CA 95605
170 West Tasman Dr.

San Jose, CA 95134
Address Address
5/28/21
Stephanne Lim, MAU2 Supervisor

STATE OF CALIFORNIA
PARTICIPATING ADDENDUM NUMBER 7-20-70-47-01
AMENDMENT 2

DATA COMMUNICATIONS
Utah NASPO ValuePoint Master Agreement Number AR3227
Cisco Systems, Inc. (Contractor)
The parties mutually agree to amend Participating Addendum 7-20-70-47-01 as follows:
1) Agreement is extended from September 30, 2024, to September 30, 2026.

Section 2. TERM, subparagraph A is revised to read as follows:

A. The term of this Participating Addendum shall begin June 1, 2021, or upon signature approval by the State, whichever is later and will end September 30, 2026, or upon termination by the State, whichever occurs first.

All other terms and conditions of the Participating Addendum shall remain in full force and effect.

IN WITNESS WHEREOF, the parties have executed this Participating Addendum as of the date of execution by both parties below.

STATE OF CALIFORNIA
Department of General Services
Agency Name
Digitally signed by Julie
Julie Matthews -07'00' 7/23/2024
Authorized Signature Date Signed
Julie Matthews, MAU2 Supervisor
Printed Name/Title of Person Signing
707 Third Street
West Sacramento, CA 95605
Address

CONTRACTOR
Cisco Systems, Inc.

May 8, 2024
Date Signed
Nicolas Alvarez / Manager, Legal
Printed Name/Title of Person Signing
170 West Tasman Dr.

San Jose, CA 95134
Address

APPROVED BY LEGAL

DATE: December 17, 2025
TO: Mayor and Members of the City Council
FROM: Elisa C. Cox, City Manager
INITIATED BY: Mike McCliman, Assistant City Manager
Matt Marquez, Director of Economic Development
SUBJECT: Consideration of a Three-Year Professional Services Agreement with Empire Economics Inc., for Annual Forecasting of Expected Economic and Housing Growth Conditions, and Supplemental Analysis as Requested, in the Amount Not to Exceed $150,000. (CITY) RECOMMENDATION:

Staff recommends that the City Council approve a three-year Professional Services Agreement with Empire Economics, Inc. for the development of annual forecasts of the City’s economic and housing conditions, as well as supplemental analysis on an as-needed basis, in an amount not to exceed $150,000.

BACKGROUND:

Over the years, the City has partnered with Empire Economics, Inc. to prepare annual forecasts of economic and housing trends. The firm has also provided supplemental analyses on an as-needed basis, including studies related to high-speed passenger rail. As factors influencing the City’s economy and housing market continue to evolve, there is an ongoing need to understand the drivers behind these changes and their impacts on the community. The City’s previous three-year Agreement with Empire Economics, Inc. has expired, and Staff now recommends approval of a new three-year agreement.

ANALYSIS:

As the City continues to grow and evolve, understanding changes in economic and housing trends remains essential to informing future long-term planning and policy decisions. Empire Economics' scope of services is expected to remain generally consistent on an annual basis. However, supplemental work may be requested each year, or on an as-needed basis, depending on emerging issues or specific areas of interest. Staff anticipates that the annual scope of work will include, but not be limited to, the following:

1. Forecast of the City’s Economic & Housing Conditions:
a. Preparation of an annual economic and housing market study, including forecasts of changes in the City’s employment sectors and housing market, as well as analysis of relevant monetary and fiscal policies and their potential impacts on the City

2. Characteristics of Currently Active and Forthcoming Projects a. Evaluation of competitiveness of the proposed product mixes, including expected market-entry times based upon demand for housing and project approval status, as well as estimated absorption schedules.

3. Analysis of Workforce Commuting Patterns:
a. Identification of workforce employment patterns across various household profiles.

Annually, the cost of services provided by Empire Economics, Inc. is expected to range between $25,000 and $50,000, depending on the level of supplemental analysis requested. Staff anticipates that work will commence in late January, with a presentation of key findings to follow upon completion of the analysis. This timeline is expected to remain consistent over the threeyear term of the Agreement.

In conclusion, Staff recommends that the City Council approve a new three-year Professional Services Agreement with Empire Economics, Inc., in an amount not to exceed $150,000. Under this Agreement, the City will receive annual forecasts of expected economic and housing conditions. In addition, supplemental analyses will also be provided on an as-needed basis, subject to staff request.

FISCAL IMPACT:

Staff has allocated funding for this work as part of the City’s annual budget process. Funding for the agreement will be provided through the Economic Development budget, specifically from account F001-CC301-SC2106. The total cost for the three-year contract period will not exceed $150,000.

COUNCIL MISSION / VISION / VALUE(S) ADDRESSED:

This item addresses the City Council’s Core Values of “Intentionally embracing and anticipating the future”, and “Equitable prosperity for all” by ensuring that Rancho Cucamonga’s vibrant economy ensures prosperity and opportunities now and in the future.

ATTACHMENTS:

Attachment 1 - Professional Services Agreement & Scope of Work

AGREEMENT FOR

PROFESSIONAL SERVICES
THIS AGREEMENT is made and entered into this 17th day of December, 2025, by and between the City of Rancho Cucamonga, a municipal corporation (“City”) and Empire Economics, Inc., a Corporation (“Consultant”).

RECITALS
A. Consultant has submitted a proposal to perform the following professional services for a three-year period: forecasting of expected economic and housing growth and conditions, and supplemental analysis as requested by the City and described in Exhibit “A” (“the Project”).

B. City desires to engage Consultant to complete the Project in the manner set forth and more fully described herein.

C. Consultant represents that it is fully qualified and licensed under the laws of the State of California to perform the services contemplated by this Agreement in a good and professional manner.

AGREEMENT
NOW, THEREFORE, in consideration of performance by the parties of the mutual promises, covenants, and conditions herein contained, the parties hereto agree as follows:

1. Consultant’s Services.

1.1 Scope and Level of Services. Subject to the terms and conditions set forth in this Agreement, City hereby engages Consultant to perform all technical and professional services described in Recitals “A” above, including, but not limited to forecast of the City’s expected economic and housing conditions and growth, and also other services as requested, all as more fully set forth in the Consultant’s proposal, dated November 17, 2025 and entitled “Scope of Work”, attached hereto as Exhibit “A”, and incorporated by reference herein. The nature, scope, and level of the services required to be performed by Consultant are set forth in the Scope of Work and are referred to herein as “the Services.” In the event of any inconsistencies between the Scope of Work and this Agreement, the terms and provisions of this Agreement shall control.

1.2 Revisions to Scope of Work. Upon request of the City, the Consultant will promptly meet with City staff to discuss any revisions to the Project desired by the City. Consultant agrees that the Scope of Work may be amended based upon said meetings, and, by amendment to this Agreement, the parties may agree on a revision or revisions to Consultant’s compensation based thereon. A revision pursuant to this Section that does not increase the total cost payable to Consultant by more than ten ATTACHMENT 1 Page 236

percent (10%) of the total compensation specified in Section 3, may be approved in writing by City’s City Manager without amendment.

1.3 Time for Performance. Consultant shall perform all services under this Agreement in a timely, regular basis consistent with industry standards for professional skill and care, and in accordance with any schedule of performance set forth in the Scope of Work, or as set forth in a “Schedule of Performance”, if such Schedule is attached hereto as Exhibit “A”.

1.4 Standard of Care. As a material inducement to City to enter into this Agreement, Consultant hereby represents that it has the experience necessary to undertake the services to be provided. In light of such status and experience, Consultant hereby covenants that it shall follow the customary professional standards in performing the Services.

1.5 Familiarity with Services. By executing this Agreement, Consultant represents that, to the extent required by the standard of practice, Consultant (a) has investigated and considered the scope of services to be performed, (b) has carefully considered how the services should be performed, and (c) understands the facilities, difficulties and restrictions attending performance of the services under this Agreement. Consultant represents that Consultant, to the extent required by the standard of practice, has investigated any areas of work, as applicable, and is reasonably acquainted with the conditions therein. Should Consultant discover any latent or unknown conditions, which will materially affect the performance of services, Consultant shall immediately inform City of such fact and shall not proceed except at Consultant’s risk until written instructions are received from the City Representative.

2. Term of Agreement. The term of this Agreement shall be three (3) years and shall become effective as of the date of the mutual execution by way of both parties signature (the “Effective Date”). No work shall be conducted; service or goods will not be provided until this Agreement has been executed and above requirements have been fulfilled.

3. Compensation.

3.1 Compensation. City shall compensate Consultant as set forth in Exhibit A, provided, however, that full, total and complete amount payable to Consultant shall not exceed $150,000 (One Hundred Fifty Thousand), including all out of pocket expenses, unless additional compensation is approved by the City Council. City shall not withhold any federal, state or other taxes, or other deductions. However, City shall withhold not more than ten percent (10%) of any invoice amount pending receipt of any deliverables reflected in such invoice. Under no circumstance shall Consultant be entitled to compensation for services not yet satisfactorily performed.

The parties further agree that compensation may be adjusted in accordance with Section 1.2 to reflect subsequent changes to the Scope of Services. City shall compensate Consultant for any authorized extra services as set forth in Exhibit A.

4. Method of Payment.

4.1 Invoices. Consultant shall submit to City monthly invoices for the Services performed pursuant to this Agreement. The invoices shall describe in detail the Services rendered during the period and shall separately describe any authorized extra services. Any invoice claiming compensation for extra services shall include appropriate documentation of prior authorization of such services. All invoices shall be remitted to the City of Rancho Cucamonga, California.

4.2 City shall review such invoices and notify Consultant in writing within ten (10) business days of any disputed amounts.

4.3 City shall pay all undisputed portions of the invoice within thirty (30) calendar days after receipt of the invoice up to the not-to-exceed amounts set forth in Section 3.

4.4 All records, invoices, timecards, cost control sheets and other records maintained by Consultant relating to services hereunder shall be available for review and audit by the City.

5. Representatives.

5.1 City Representative. For the purposes of this Agreement, the contract administrator and City’s representative shall be Matt Marquez, Economic Development Director or such other person as designated in writing by the City (“City Representative”). It shall be Consultant’s responsibility to assure that the City Representative is kept informed of the progress of the performance of the services, and Consultant shall refer any decisions that must be made by City to the City Representative.

Unless otherwise specified herein, any approval of City required hereunder shall mean the approval of the City Representative.

5.2 Consultant Representative. For the purposes of this Agreement, Joe Janczyk, President is hereby designated as the principal and representative of Consultant authorized to act in its behalf with respect to the services specified herein and make all decisions in connection therewith (“Consultant’s Representative”). It is expressly understood that the experience, knowledge, capability and reputation of the Consultant’s Representative were a substantial inducement for City to enter into this Agreement. Therefore, the Consultant’s Representative shall be responsible during the term of this Agreement for directing all activities of Consultant and devoting sufficient time to personally supervise the services hereunder. Consultant may not change the Responsible Principal without the prior written approval of City.

6. Consultant’s Personnel.

6.1 All Services shall be performed by Consultant or under Consultant’s direct supervision, and all personnel shall possess the qualifications, permits, and licenses required by State and local law to perform such Services, including, without limitation, a City business license as required by the City’s Municipal Code.

6.2 Consultant shall be solely responsible for the satisfactory work performance of all personnel engaged in performing the Services and compliance with the standard of care set forth in Section 1.4.

6.3 Consultant shall be responsible for payment of all employees’ and subcontractors’ wages and benefits, and shall comply with all requirements pertaining to employer’s liability, workers’ compensation, unemployment insurance, and Social Security. By its execution of this Agreement, Consultant certifies that it is aware of the provisions of Section 3700 of the California Labor Code that 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 agrees to comply with such provisions before commencing the performance of the Services.

6.4 Consultant shall indemnify, defend and hold harmless City and its elected officials, officers and employees, servants, designated volunteers, and agents serving as independent contractors in the role of city or agency officials, from any and all liability, damages, claims, costs and expenses of any nature to the extent arising from Consultant’s violations of personnel practices and/or any violation of the California Labor Code. City shall have the right to offset against the amount of any fees due to Consultant under this Agreement any amount due to City from Consultant as a result of Consultant’s failure to promptly pay to City any reimbursement or indemnification arising under this Section 6.

7. Ownership of Work Product.

7.1 Ownership. All documents, ideas, concepts, electronic files, drawings, photographs and any and all other writings, including drafts thereof, prepared, created or provided by Consultant in the course of performing the Services, including any and all intellectual and proprietary rights arising from the creation of the same (collectively, “Work Product”), are considered to be “works made for hire” for the benefit of the City. Upon payment being made, and provided Consultant is not in breach of this Agreement, all Work Product shall be and remain the property of City without restriction or limitation upon its use or dissemination by City. Basic survey notes, sketches, charts, computations and similar data prepared or obtained by Consultant under this Agreement shall, upon request, be made available to City. None of the Work Product shall be the subject of any common law or statutory copyright or copyright application by Consultant. In the event of the return of any of the Work Product to Consultant or its representative, Consultant shall be responsible for its safe return to City. Under no circumstances shall Consultant fail to deliver any draft or final designs, plans, drawings, reports or specifications to City upon written demand by City for their delivery, notwithstanding any disputes between Consultant and City concerning payment, performance of the contract, or otherwise. This covenant shall survive the termination of this Agreement. City’s reuse of the Work Product for any purpose other than the Project, shall be at City’s sole risk.

7.2. Assignment of Intellectual Property Interests: Upon execution of this Agreement and to the extent not otherwise conveyed to City by Section 7.1, above,

the Consultant shall be deemed to grant and assign to City, and shall require all of its subcontractors to assign to City, all ownership rights, and all common law and statutory copyrights, trademarks, and other intellectual and proprietary property rights relating to the Work Product and the Project itself, and Consultant shall disclaim and retain no rights whatsoever as to any of the Work Product, to the maximum extent permitted by law.

City shall be entitled to utilize the Work Product for any and all purposes, including but not limited to constructing, using, maintaining, altering, adding to, restoring, rebuilding and publicizing the Project or any aspect of the Project.

7.3 Title to Intellectual Property. Consultant warrants and represents that it has secured all necessary licenses, consents or approvals to use any instrumentality, thing or component as to which any intellectual property right exists, including computer software, used in the rendering of the Services and the production of the Work Product and/or materials produced under this Agreement, and that City has full legal title to and the right to reproduce any of the Work Product. Consultant shall defend, indemnify and hold City, and its elected officials, officers, employees, servants, attorneys, designated volunteers, and agents serving as independent contractors in the role of city officials, harmless from any loss, claim or liability in any way related to a claim that City’s use is violating federal, state or local laws, or any contractual provisions, relating to trade names, licenses, franchises, patents or other means of protecting intellectual property rights and/or interests in products or inventions.

Consultant shall bear all costs arising from the use of patented, copyrighted, trade secret or trademarked documents, materials, software, equipment, devices or processes used or incorporated in the Services and materials produced under this Agreement. In the event City’s use of any of the Work Product is held to constitute an infringement and any use thereof is enjoined, Consultant, at its expense, shall: (a) secure for City the right to continue using the Work Product by suspension of any injunction or by procuring a license or licenses for City; or (b) modify the Work Product so that it becomes noninfringing. This covenant shall survive the termination of this Agreement.

8. Status as Independent Contractor. Consultant is, and shall at all times remain as to City, a wholly independent contractor. Consultant shall have no power to incur any debt, obligation, or liability on behalf of City or otherwise act as an agent of City. Neither City nor any of its agents shall have control over the conduct of Consultant or any of Consultant’s employees, except as set forth in this Agreement. Consultant shall not, at any time, or in any manner, represent that it or any of its officers, agents or employees are in any manner employees of City. Consultant shall pay all required taxes on amounts paid to Consultant under this Agreement, and to defend, indemnify and hold City harmless from any and all taxes, assessments, penalties, and interest asserted against City by reason of the independent contractor relationship created by this Agreement.

Consultant shall fully comply with the workers’ compensation law regarding Consultant and Consultant’s employees.

9. Confidentiality. Consultant may have access to financial, accounting, statistical, and personnel data of individuals and City employees. Consultant covenants that all data, documents, discussion, or other information developed or received by Consultant or provided for performance of this Agreement are confidential and shall not

be disclosed by Consultant without prior written authorization by City. City shall grant such authorization if applicable law requires disclosure. All City data shall be returned to City upon the termination of this Agreement. Consultant’s covenant under this section shall survive the termination of this Agreement. This provision shall not apply to information in whatever form that is in the public domain, nor shall it restrict the Consultant from giving notices required by law or complying with an order to provide information or data when such an order is issued by a court, administrative agency or other legitimate authority, or if disclosure is otherwise permitted by law and reasonably necessary for the Consultant to defend itself from any legal action or claim.

10. Conflict of Interest.

10.1 Consultant covenants that it presently has no interest and shall not acquire any interest, direct or indirect, which may be affected by the Services, or which would conflict in any manner with the performance of the Services. Consultant further covenants that, in performance of this Agreement, no person having any such interest shall be employed by it. Furthermore, Consultant shall avoid the appearance of having any interest, which would conflict in any manner with the performance of the Services.

Consultant shall not accept any employment or representation during the term of this Agreement which is or may likely make Consultant “financially interested” (as provided in California Government Code §§1090 and 87100) in any decision made by City on any matter in connection with which Consultant has been retained. Consultant or its employees may be required to disclose financial interests that may foreseeably be materially affected by the work performed under this Agreement pursuant to California Government Code § 87100 et seq and regulations promulgated by the Fair Political Practices Commission.

10.2 Consultant further represents that it has not employed or retained any person or entity, other than a bona fide employee working exclusively for Consultant, to solicit or obtain this Agreement. Consultant has not paid or agreed to pay any person or entity, other than a bona fide employee working exclusively for Consultant, any fee, commission, gift, percentage, or any other consideration contingent upon the execution of this Agreement. Upon any breach or violation of this warranty, City shall have the right, at its sole and absolute discretion, to terminate this Agreement without further liability, or to deduct from any sums payable to Consultant hereunder the full amount or value of any such fee, commission, percentage or gift.

10.3 Consultant has no knowledge that any officer or employee of City has any interest, whether contractual, noncontractual, financial, proprietary, or otherwise, in this transaction or in the business of Consultant, and that if any such interest comes to the knowledge of Consultant at any time during the term of this Agreement, Consultant shall immediately make a complete, written disclosure of such interest to City, even if such interest would not be deemed a prohibited “conflict of interest” under applicable laws as described in subsection 10.1.

11. Indemnification.

11.1 Professional Services. In connection with its professional services, the Consultant shall defend, hold harmless and indemnify City, and its elected officials, officers, employees, servants, volunteers, and agents serving as independent contractors in the role of city or agency officials, (collectively, “Indemnitees”), with respect to any and all damages, liabilities, losses, reasonable defense costs or expenses (collectively, “Claims”), including but not limited to liability for death or injury to any person and injury to any property, to the extent the same out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant or any of its officers, employees, subcontractors, consultants, or agents in the performance of its professional services under this Agreement. Consultant shall reimburse all reasonable defense costs and expenses, including actual attorney’s fees and experts’ costs incurred in connection with such defense.

11.2 Other Indemnities. In connection with all Claims not covered by Section 11.1, the Consultant shall defend, hold harmless and indemnify the Indemnitees with respect to any and all Claims including but not limited to Claims relating to death or injury to any person and injury to any property, which arise out of, pertain to, or relate to the non-professional acts, omissions, activities or operations of Consultant or any of its officers, employees, subcontractors, consultants, or agents in the performance of this Agreement. Consultant shall defend Indemnitees in any action or actions filed in connection with any such Claims with counsel of City’s choice, and shall pay all costs and expenses, including actual attorney’s fees and experts’ costs incurred in connection with such defense.

11.3 Nonwaiver of Rights. Indemnitees do not, and shall not, waive any rights that they may possess against Consultant because of the acceptance by City, or the deposit with City, of any insurance policy or certificate required pursuant to this Agreement.

11.4 Waiver of Right of Subrogation. Except as otherwise expressly provided in this Agreement, Consultant, on behalf of itself and all parties claiming under or through it, hereby waives all rights of subrogation against the Indemnitees, while acting within the scope of their duties, from all claims, losses and liabilities arising out of or incident to activities or operations performed by or on behalf of the Consultant.

11.5 Survival. The provisions of this Section 11 shall survive the termination of the Agreement and are in addition to any other rights or remedies which Indemnitees may have under the law. Payment is not required as a condition precedent to an Indemnitee’s right to recover under this indemnity provision, and an entry of judgment against Consultant shall be conclusive in favor of the Indemnitee’s right to recover under this indemnity provision.

12. Insurance.

12.1 Liability Insurance. Consultant shall procure and maintain in full force and effect for the duration of this Agreement, insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the services hereunder by Consultant, and/or its agents, representatives, employees and subcontractors.

12.2 Minimum Scope of Insurance. Unless otherwise approved by City, coverage shall be at least as broad as:
(1) Insurance Services Office Commercial General Liability coverage (occurrence form CG 0001).
(2) Insurance Services Office form number CA 0001 (Ed.
1/87) covering Automobile Liability, code 1 (any auto). (3) Worker’s Compensation insurance as required by the State of California, and Employer’s Liability Insurance.
(4) Professional Liability insurance in a form approved by the City, having an extended reporting period of not less than three (3) years; or Professional Liability insurance shall be maintained for a period of three (3) years after completion of the Services which shall, during the entire three (3) year period, provide protection against claims of professional negligence arising out of Consultant’s performance of the Services and otherwise complying with all applicable
provisions of this Section 13. Either policy shall be
endorsed to include contractual liability to the extent insurable.

12.3 Minimum Limits of Insurance. Consultant shall maintain limits no less than:
(1) Commercial General Liability: $2,000,000 per occurrence for bodily injury, personal injury and property damage.

Commercial General Liability Insurance with a general
aggregate limit shall apply separately to this Agreement or the general limit shall be twice the required occurrence limit.
(2) Automobile Liability: $2,000,000 per accident for bodily injury and property damage.

(3) Employer’s Liability: $1,000,000 per accident and in the aggregate for bodily injury or disease and Workers’
Compensation Insurance in the amount required by law.
(4) Professional Liability: $1,000,000 per claim/aggregate.

12.4 Deductibles and Self-Insured Retentions. Any deductibles or selfinsured retentions must be declared to and approved by the City.

12.5 Other Insurance Provisions.
(1) The commercial general liability and automobile liability policies are to contain the following provisions on a
separate additionally insured endorsement naming the City, its officers, officials, employees, designated volunteers and agents serving as independent contractors in the role of city or agency officials, are to be covered as additional insureds as respects: liability arising out of activities performed by or on behalf of Consultant; products and completed
operations of Consultant; premises owned, occupied or
used by Consultant; and/or automobiles owned, leased,
hired or borrowed by Consultant. The coverage shall
contain no limitations on the scope of protection afforded to City, its officers, officials, employees, designated volunteers or agents serving as independent contractors in the role of City or agency officials which are not also limitations applicable to the named insured.
(2) For any claims related to this Agreement, Consultant’s insurance coverage shall be primary insurance as respects City, its officers, officials, employees, designated
volunteers and agents serving as independent contractors in the role of city or agency officials. Any insurance or selfinsurance maintained by City, their officers, officials, employees, designated volunteers or agents serving as
independent contractors in the role of city or agency
officials shall be excess of Consultant’s insurance and shall not contribute with it.
(3) Consultant’s insurance shall apply separately to each insured against whom claim is made or suit is brought,
except with respect to the limits of the insurer’s liability. (4) Each insurance policy required by this clause shall be endorsed to state that coverage shall not be canceled except after 30 days prior written notice by first class mail has been given to City (ten (10) days prior written notice for

non-payment of premium). Consultant shall provide thirty (30) days written notice to City prior to implementation of a reduction of limits or material change of insurance
coverage as specified herein.
(5) Each insurance policy, required by this clause shall expressly waive the insurer’s right of subrogation against City and its elected officials, officers, employees, servants, attorneys, designated volunteers, and agents serving as independent contractors in the role of city or agency
officials.
(6) Be issued by an insurance company approved in writing by City, which is admitted and licensed to do business in the State of California and which is rated A:VII or better
according to the most recent A.M. Best Co. Rating
Guide.
(7) Specify that any failure to comply with reporting or other provisions of the required policy, including breaches of warranty, shall not affect the coverage required to be
provided.
(8) Specify that any and all costs of adjusting and/or defending any claim against any insured, including court costs and attorneys' fees, shall be paid in addition to and shall not deplete any policy limits.
(9) Other required insurance, endorsements, or exclusions as required by the City in any request for proposals applicable to this Agreement.

12.6 Evidence of coverage.Prior to commencing performance under this Agreement, the Consultant shall furnish the City with certificates and original endorsements, or copies of each required policy, effecting and evidencing the insurance coverage required by this Agreement. The endorsements shall be signed by a person authorized by the insurer(s) to bind coverage on its behalf. All endorsements or policies shall be received and approved by the City before Consultant commences performance.

If performance of this Agreement shall extend beyond one year, Consultant shall provide City with the required policies or endorsements evidencing renewal of the required policies of insurance prior to the expiration of any required policies of insurance.

13. Cooperation. In the event any claim or action is brought against City relating to Consultant’s performance or services rendered under this Agreement, Consultant shall render any reasonable assistance and cooperation that City might require. City shall compensate Consultant for any litigation support services in an amount to be agreed upon by the parties.

14. Termination. City shall have the right to terminate this Agreement at any time for any or no reason on not less than ten (10) days prior written notice to Consultant. In the event City exercises its right to terminate this Agreement, City shall pay Consultant for any services satisfactorily rendered prior to the effective date of the termination, provided Consultant is not then in breach of this Agreement. Consultant shall have no other claim against City by reason of such termination, including any claim for compensation. City may terminate for cause following a default remaining uncured more than five (5) business days after service of a notice to cure on the breaching party.

Consultant may terminate this Agreement for cause upon giving the City ten (10) business days prior written notice for any of the following: (1) uncured breach by the City of any material term of this Agreement, including but not limited to Payment Terms; (2) material changes in the conditions under which this Agreement was entered into, coupled with the failure of the parties to reach accord on the fees and charges for any Additional Services required because of such changes.

15. Notices. Any notices, bills, invoices, or reports authorized or required by this Agreement shall be in writing and shall be deemed received on (a) the day of delivery if delivered by hand or overnight courier service during Consultant’s and City’s regular business hours; or (b) on the third business day following deposit in the United States mail, postage prepaid, to the addresses set forth in this section, or to such other addresses as the parties may, from time to time, designate in writing pursuant to the provisions of this section.

All notices shall be addressed as follows:

If to City:

Matt Marquez, Economic Development Director
10500 Civic Center Drive
Rancho Cucamonga, CA 91750
[email protected]
If to Consultant:

Dr. Joe Janczyk, President
Empire Economics, Inc.
35505 Camino Capistrano, Suite 200
Capistrano Beach, CA 92624
[email protected]

16. Non-Discrimination and Equal Employment Opportunity. In the performance of this Agreement, Consultant shall not discriminate against any employee, subcontractor, or applicant for employment because of race, color, creed, religion, sex, marital status, national origin, ancestry, age, physical or mental handicap, medical condition, or sexual orientation. Consultant will take affirmative action to ensure that subcontractors and applicants are employed, and that employees are treated during employment, without regard to their race, color, creed, religion, sex, marital status,

national origin, ancestry, age, physical or mental handicap, medical condition, or sexual orientation.

17. Assignment and Subcontracting. Consultant shall not assign or transfer any interest in this Agreement or subcontract the performance of any of Consultant’s obligations hereunder without City’s prior written consent. Except as provided herein, any attempt by Consultant to so assign, transfer, or subcontract any rights, duties, or obligations arising hereunder shall be null, void and of no effect. 18 Compliance with Laws. Consultant shall comply with all applicable federal, state and local laws, ordinances, codes and regulations in force at the time Consultant performs the Services.

19. Non-Waiver of Terms, Rights and Remedies. Waiver by either party of any one or more of the conditions of performance under this Agreement shall not be a waiver of any other condition of performance under this Agreement. In no event shall the making by City of any payment to Consultant constitute or be construed as a waiver by City of any breach of covenant, or any default which may then exist on the part of Consultant, and the making of any such payment by City shall in no way impair or prejudice any right or remedy available to City with regard to such breach or default.

20. Attorney’s Fees. In the event that either party to this Agreement shall commence any legal action or proceeding to enforce or interpret the provisions of this Agreement, the prevailing party in such action or proceeding shall be entitled to recover its costs of suit, including reasonable attorney’s fees and costs of experts.

21. Exhibits; Precedence. All documents referenced as exhibits in this Agreement are hereby incorporated in this Agreement. In the event of any material discrepancy between the express provisions of this Agreement and the provisions of any document incorporated herein by reference, the provisions of this Agreement shall prevail.

22. Applicable Law and Venue. The validity, interpretation, and performance of this Agreement shall be controlled by and construed under the laws of the State of California. Venue for any action relating to this Agreement shall be in the San Bernardino County Superior Court.

23. Construction. In the event of any asserted ambiguity in, or dispute regarding the interpretation of any matter herein, the interpretation of this Agreement shall not be resolved by any rules of interpretation providing for interpretation against the party who causes the uncertainty to exist or against the party who drafted the Agreement or who drafted that portion of the Agreement.

24. Entire Agreement. This Agreement consists of this document, and any other documents, attachments and/or exhibits referenced herein and attached hereto, each of which is incorporated herein by such reference, and the same represents the entire and integrated agreement between Consultant and City. This Agreement supersedes all prior oral or written negotiations, representations or agreements. This Agreement may not be

amended, nor any provision or breach hereof waived, except in a writing signed by the parties which expressly refers to this Agreement.

IN WITNESS WHEREOF, the parties, through their respective authorized representatives, have executed this Agreement as of the date first written above.

Consultant Name: Empire Economics, Inc.

By: ______________________________
Name Date
______________________________
Title
City of Rancho Cucamonga

By:________________________________
Name Date
_________________________________
Title
By: ______________________________
Name Date

______________________________
Title
City of Rancho Cucamonga

By:________________________________
Name Date
_________________________________
Title
(two signatures required if corporation)

EXHIBIT A

SCOPE OF WORK & SCHEDULE OF PERFORMANCE

Attachment A – Sample Waiver of Subrogation
(Sample Only – Not all forms will look identical to this Sample)

Attachment B – Sample Additional Insured for On-going Projects

DATE: December 17, 2025
TO: Mayor and Members of the City Council
FROM: Elisa C. Cox, City Manager
INITIATED BY: Jason C. Welday, Director of Engineering Services/City Engineer Ulises Benavente, Associate Engineer
SUBJECT: Consideration to Approve an Improvement Agreement and Improvement Securities for Public Improvements Related to Case No. DRC2017- 01011, Located at 6140 Haven Avenue. (CITY)
RECOMMENDATION:

Staff recommends the City Council:

1. Approve the Improvement Agreement for the related public improvements and authorize the Mayor and the City Clerk to sign said Agreement;

2. Accept security in the form of bonds for completion of the related public improvements; and

3. Approve the plans and specifications for the related public improvements on file with the City Engineer.

BACKGROUND:

On November 13, 2019, the Planning Commission approved Case No. DRC2017-01011, a request to construct and operate a 72-bed residential care facility located at 6140 Haven Avenue, southwest corner of Haven Avenue & Banyan Street.

Case No. DRC2017-01011 was approved with a condition that certain public improvements be constructed including storm drain outlet and fiber optic conduit improvements.

ANALYSIS:

The applicant, Haven 6140 RC, LLC, has submitted an Improvement Agreement and securities to guarantee construction of the off-site public improvements in the following amounts:

Faithful Performance Bond No. PB01748500061 $83,700
Labor and Material Bond No. PB01748500061 $83,700
Approval of these items by the City Council would approve the Improvement Agreement and accept the securities for the construction of certain public improvements. Copies of the Improvement Agreement is on file in the City Clerk’s office.

ENVIRONMENTAL ANALYSIS:

The project is categorically exempt from the requirements of the California Environmental Quality Act (CEQA) and the City’s CEQA Guidelines. The project qualifies under as a Class 32 exemption under State CEQA Guidelines Section 15332 – In-Fill Development Projects. There is no substantial evidence that the project may have a significant effect on the environment.

FISCAL IMPACT:

No fiscal impact.

COUNCIL MISSION / VISION / VALUE(S) ADDRESSED:

This item addresses the City Council’s vision to build on our success as a world class community, to create an equitable, sustainable, and vibrant city, rich in opportunity for all to thrive through the construction of high-quality public improvements.

ATTACHMENTS:

Attachment 1 – Vicinity Map

ATTACHMENT 1
Case No. DRC2017-01011
Vicinity Map

NOT TO SCALE

DATE: December 17, 2025
TO: Mayor and Members of the City Council
FROM: Elisa C. Cox, City Manager
INITIATED BY: Jason Welday, Director of Engineering Services/City Engineer Miguel Sotomayor, Principal Engineer
SUBJECT: Consideration of an Award of a Professional Services Agreement for Five-Year On-Call Contract for Acting City Surveyor Services for Fiscal Years 2025/26 through 2029/30. (CITY)
RECOMMENDATION:

Staff recommends the City Council:
1) Enter into a professional Services Agreement (PSA) with HR Green to provide five (5) year on-call acting City Surveyor services for Fiscal Years (FYs) 2025/26 through 2029/30 with the option to renew in one (1) year increments not exceeding two (2) years and authorize the Mayor to sign the PSA on file in the City Clerk’s office; and 2) Authorize the City Engineer to appoint qualified employees of HR Green as acting City Surveyor and Acting Deputy Surveyor throughout the duration of the contract.

BACKGROUND:

Based on the projected workload and City needs, a new solicitation for on-call acting City Surveyor services was assembled and distributed to vendors. The City Surveyor provides technical knowledge and expertise in the field of Land Surveying in support of the City’s engineering services. Further, the City Surveyor performs certain statutory functions related to review and approval of survey documents such as subdivision maps and legal descriptions prepared by the City. These functions require licensure as a Professional Land Surveyor by the State of California.

Further, the City Surveyor provides training and mentorship to staff related the the field of Land Surveying that will result in better service to community.

Engineering staff provided a detailed Scope of Services to the Procurement Division for the purposes of establishing a qualified consultant list for a five (5) year on-call contract for acting City Surveyor services on an as-needed basis for various development plan check projects and City needs. A formal Request for Qualifications (RFQUAL) #25/26-500 was posted and advertised in the City’s electronic bidding system.

ANALYSIS:

In total, three (3) proposal responses were received for this on-call RFQUAL. An evaluation committee was formed and the proposal responses were evaluated and rated in accordance with the criteria specified in the RFQUAL. The highest ranking firm selected was HR Green. Staff has

determined that they are able to meet the needs of the City based on their qualifications, experience, scope, and fee schedule. Staff has finalized the proposed PSA with HR Green and recommends the proposed award for this consultant at this time. Upon execution of the agreement, the City Engineer will appoint qualified employees of HR Green as the acting City Surveyor and acting Deputy City Surveyor on behalf of the City.

The selected consultant provided a rate sheet with hourly rates for each position they may use under the contract. Staff have reviewed the rate sheet provided and found it to be reasonable.

The rate sheet is included in the PSA on file with the City Clerk. The rates are valid for the five (5) year term of the agreement. Commencing May 15, 2026, and each May 15 thereafter, the Consultant must notify the City in writing to request an increase in the annual rates for the contract.

The increase in rates will be reviewed and negotiated by City staff, and if approved, take effect on July 1 of that year. Any rate adjustment will require prior approval by City Council if they exceed the percentage increase in the United States Department of Labor, Bureau of Labor Statistics’ Consumer Price Index for All Urban Consumers for Riverside-San Bernardino-Ontario (“CPI”) for the twelve-month period ending immediately prior to April 30. However, the rates will not increase by more than five percent (5%) for any given year without City Council approval even if the CPI increase exceeds that amount.

FISCAL IMPACT:

The services provided under this agreement will be billed on a time and materials basis per the rate sheet provided in the PSA. However, costs associated with legal document and map checking services not related to a City project shall not exceed 60% of the City plan checking fees. The plan checking fees are generally recaptured through development plan checking fees.

Sufficient appropriation has been included in the FY 2025/26 budget. The total annual cost for services for the five (5) year on-call period will not exceed $200,000 per year without City Council approval.

COUNCIL MISSION / VISION / VALUE(S) ADDRESSED:

Engaging with qualified professional service vendors allows the City to intentionally embrace and anticipate our future by establishing the ability to utilize on-call capacity to achieve the community’s vision.

ATTACHMENTS:

None.

DATE: December 17, 2025
TO: Mayor and Members of the City Council
FROM: Elisa C. Cox, City Manager
INITIATED BY: Mike McCliman, Assistant City Manager / Fire Chief Rick Snawder, Deputy Fire Chief
Darci Vogel, Fire Business Manager
SUBJECT: Consideration of Amendment No. 002 to the Professional Services Agreement with Mary McGrath Architects for Conceptual Design Services in the Amount of $1,396,774. (FIRE)
RECOMMENDATION:

Staff recommends the Fire Board approve amendment No. 002 to the Professional Services Agreement, CO# FD 2022-006, with Mary McGrath Architects in the amount of $1,396,774 for Conceptual Design Services for the rebuild of Amethyst Fire Station 171.

BACKGROUND:

On April 20, 2022, the Fire District and Mary McGrath Architects entered into a Professional Services Agreement (PSA), CO# FD 2022-006, for Conceptual Design Build services for the rebuild of Fire Station 171, ADA accessibility improvements at Fire Stations 173 and 174, and the addition of an urban park in front of Fire Station 173.

On August 21, 2024, the Fire Board approved contract Amendment No. 001 with Mary McGrath Architects for $139,519. The amendment modified the scope of services for Fire Stations 173 and 174 restroom improvements to a design-bid-build process and expanded the scope to include Fire Station 175 restroom improvements. In addition, the term of the agreement was extended to April 22, 2027 and the compensation not-to-exceed amount was increased to $585,457.

In order to expedite the rebuild of Amethyst Fire Station 171, the Fire District has determined the need to shift from a design-build process to a design-bid-build process. This shift will require the Fire District to have completed construction documents prior to going out to bid on the project.

Mary McGrath Architects has prepared the design-build bridging documents for Amethyst Fire Station 171. These bridging documents will be used as the basis of design for the project.

ANALYSIS:

Mary McGrath Architects has provided a proposal for full design services for the rebuild of Amethyst Fire Station 171. This change in scope will shift the station design from a design-build entity to Mary McGrath Architects, as well as reallocate budgeted funds between phases of the project. This project will require extensive on and off-site improvements, phasing of the temporary facilities to be installed prior to the start of the demolition process, and cell sites that will remain operational during construction. The following scope of work covers design through construction for both the temporary facilities and station:

• Task 1: Conceptual design.
• Task 2: Planning application and entitlement process. • Task 3: Design development and updated cost estimate. • Task 4: Construction documents and final cost estimate. • Task 5: Bidding, construction administration, and close out. • Task 6: Temporary Facilities Design.

Staff recommends that the Fire Board approve amendment No. 002 to CO# FD 2022-006 with Mary McGrath Architects to incorporate the following:

1. The parties will exercise the option to renew and extend Section 2, Term of Agreement, through April 22, 2029.

2. The parties will modify the scope of services for the rebuild of Amethyst Fire Station 171 by changing the process from a design-build to a design-bid-build process.

3. The parties will amend Section 3.1, Compensation, and increase the total not-toexceed amount from $585,457 to a total not-to-exceed amount of $1,908,293.

The new compensation amount includes a credit of $73,938 for the remaining tasks from the original design-build process, specifically design-build team selection and document review. All other Terms and Conditions of the original agreement will remain in full effect.

FISCAL IMPACT:

The total cost of the amendment is $1,396,774. Funding for the rebuild of Amethyst Fire Station 171 has been approved in the FY 2025-26 budget and sufficient funds are available for this amendment.

COUNCIL MISSION / VISION / GOAL(S) ADDRESSED:

This item brings together portions of the Council’s vision and core value by promoting and enhancing a safe and healthy community for all, and by providing continuous improvement through the construction of high-quality public improvements.

ATTACHMENTS:

Attachment 1 - Scope of Work, Full Design Services for Fire Station 171

November 17, 2025
Ms. Darci Vogel
Business Manager
Rancho Cucamonga Fire District
10500 Civic Center Dr.

Rancho Cucamonga, CA 91729
RE: Full Design Services for Fire Station No. 171
Dear Ms. Vogel;
It  is  our  pleasure  to  submit  this  proposal  for  the  design,  construction  documents  and  construction support for the replacement of Fire Station 171. We appreciate the opportunity to continue our good working relationship with the Fire District and look forward to reviewing the scope of work prepared for this new effort. There was much work done by the Fire District staff and MMA in the development of the bridging  documents.  This  next  phase  will  closely  follow  those  documents  to  guide  the  design  and implementation of the construction documents. We will tour Station 178 as we start the design to gain an insight into what worked well and how the design of Fire Station 171 can benefit from the “lessoned learned” on that effort.

The  replacement  of  Fire  Station  171  is  a  complex  project.  There  are  extensive  on  and  off‐site improvements; phasing of  the  temporary  facilities  to be installed prior  to  the  start of  the demolition process and cell sites to remain operational during construction. The extent of these site improvements include:

1. Undergrounding of the overhead electrical lines.

2. Relocation of street lighting.

3. Coordination with the City on the implementation of the Fiber‐To‐The Premise installation.

4. Coordination with the City’s Traffic Consultant for the signal pre‐empt at 19th street.

5. The replacement of the street paving to the center line of Amethyst St.

6. Demolition of the station, adjacent office building and removal of fuel storage tanks.

7. Maintain power service and access for the two cell providers on site during the demolition and construction phase.

8. Prepare  the  construction  documents  for  the  temporary  facility  concurrent  with  the  station design so that the temporary facilities can begin construction ahead of the fire station project.

ATTACHMENT 1Page 264
Fortunately, our team has just implemented another fire station project with many of these same off and on‐site improvements and your project will benefit from that recent experience. We have prepared a detailed scope of work which encompasses these elements of the project as well as the design of the fire  station with associated  site improvements. We look  forward  to  diving into  the  details  of  the  fire station design and to creating a station design with you that reflects the residential scope and scale of the neighborhood and is operationally sound for the firefighters.

The following scope of work is broken down into 5 tasks that follow the course of the design process and into construction. The 6th task is the design through construction support of the Temporary Fire Station which will be implemented concurrently with the initial stages of the fire station design. I look forward to reviewing the scope with your team and getting started on this existing new fire station project for the Fire District. Please let me know if you have any questions.

Sincerely,
Mary McGrath, AIA, LEED® AP,
President
Mary McGrath Architects
510.565.0300
[email protected]

Page | 1
Rancho Cucamonga Fire Protection District
Replacement Fire Station No. 171 Conceptual Design through Close‐out RCFPD proposes to construct a replacement Fire Station 171 with a new approximately 10,500 SF station.

The project site is located at 6627 Amethyst Avenue in the City of Rancho Cucamonga. This is the site of the existing Fire Station 171. The existing station and site improvements will be demolished as a part of the project. The entire fire station parcel encompasses approximately 1.0 acres (43,804 SF). Directly to the north of this site is a property owned by Cucamonga Valley Water District. The Water District lot will be  the location  for a Temporary Fire Station. The design, approvals, construction, and  removal of  this temporary facility is a part of this project.  (Refer to Task 6 for the scope of work for the temporary facility).

The existing  fire station project site is adjacent to the USPS directly to the south, with the Cucamonga Valley Water District owned lot to the north. Across Amethyst Avenue is the Rancho Heritage School and a Senior Housing Complex. The site is located relatively centrally in the City of Rancho Cucamonga, almost directly south of the 210 and in the middle of the eastern half of the city limits. In general, the area around Fire  Station  171  consists  of  residential  single‐family  homes,  with  a  few  higher‐density  residential complexes and smaller‐scale office, shopping, and retail developments/buildings in the vicinity. The goal of the replacement fire station design is to compliment the residential neighborhood development with a design  that blends with  the  residential  scale of  the neighborhood. The previously prepared Bridging Documents are to be used as a basis of design for this project.

TASK 1   CONCEPTUAL DESIGN
Task 1A:  Conceptual Floor Plans and 3‐D Modeling
Approach
Design Meeting No. 1 ‐ Based on the bridging documents previous prepared for the Fire District, MMA will develop alternative conceptual building floor plans and massing options for review with the Fire District/City of Rancho Cucamonga PW Department Design Team (Fire District Design Team). We do recommend that a member of the planning department also be included as a working member of this Design Team.

The initial working  session will evaluate  floor  plan  options  (one  story and  two  story) and  design massing options  for each plan. The goal of this meeting is to identify successful elements of the plan and massing options. A selected option (or portions of each option) will be further refined as massing and exterior building finishes are further developed. Also MMA will present design images for review by the Design Team to further guide the massing and exterior finish development.

Conceptual design elements addressed at this initial meeting will include:

1. Review of site and floor layouts for further refinements.

2. Review of massing options and building images that can assist the team in determining an approach to developing the style of the fire station design. The goal is for the station to be residential in design and seen as a reflection of the residential neighborhood development is this area of the City.

Design Meeting No. 2:  This second design meeting will include a presentation of the refined conceptual floor plan  with  building  massing  and  exterior  material  options. MMA  will  prepare  3‐D  models  of  the  design options to demonstrate the design intent as a part of this process.

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To  support  this  effort,  the electrical,  structural, and mechanical engineers will  respond  to  the  final  plan developed to provide insight on potential solutions for the main service locations and mechanical equipment locations to be incorporated in the design. Through input and direction provided at this meeting, the MMA team will develop a refined final design scheme.

Design Meeting No. 3:  This final design meeting will include a presentation of the final refinement of the conceptual floor plans and building conceptual design. A building model will show refined options for the exterior material solutions, roof designs, building fenestration, and colors. MMA will refine the 3‐D model of this final scheme base on Design Team comments.

Deliverables

1. Architectural Conceptual Design – Final Conceptual Floor Plans, Elevations, and 3‐D Model of Building Design

2. MEP equipment placement within the conceptual floor plans and roof.

Duration

1. 4‐6 weeks
Meetings

1. 4‐5 Design Meetings (Virtual)
Task 1B:  On‐site and Off‐site Conceptual Design Development Approach
The existing fire station and associated storage building are to be removed along with all paving landscape and site utilities for the creation of the replacement fire station and new site improvements. The existing war memorial display, plantings and bench along Amethyst Avenue are to be enhanced and integrated into the new fire station entrance design. The site is to be developed with concrete paving (roadways and walks), site lighting, an emergency generator with pad/enclosure, storm drain systems, new utilities, solar panel system on covered parking, landscaping, fencing, and gates. The project landscaping is to be designed to follow the City's landscape design requirements for drought‐tolerant plant selection and low flow irrigation systems. A library kiosk may be included in the project site design.

The existing overhead lines between poles #4420766E and #2052206E will be relocated underground per City requirements and the project is to be included in the City’s fiber Optic Master Plan. The design of pathways for  the City owned Fiber‐To‐The Premise  (FTTP) will be included. A signal pre‐empt is included in  the site design to allow RCFPD to control the traffic signal at 19th Street and Amethyst Avenue upon a response alert.

We will work with the City’s Traffic consultant in the design of this system.

An Opticom control device is to be mounted on a new utility post directly across the street from the apron.

Existing cell towers are to remain and be protected in place. The cell sites are currently powered from an existing pole mounted transformer at 120/240v single phase to existing meter pedestals. The meter pedestals are impeding the construction of the new fire station building and will need to be relocated. MMA will include in the design the re‐route of existing underground conduits feeding the cell tower and provide new meter pedestal design per SCE requirements. The requirement for temporary power to each cell tower prior to demolition of overhead lines will be included in the design documents.

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As a part of the off‐site improvements, the street will be improved to the centerline of the roadway along the site frontage.

Deliverables

1. Refined Conceptual Architectural Site Design

2. Conceptual on and off‐site utility infrastructure plan, points of connection and site routing for electric, telephone, City fiber and CATV utility services.

3. Conceptual design for temporary service to Cell sites.

4. Conceptual Signal Pre‐empt Plan

5. Conceptual Civil grading plan.

6. Conceptual Drainage plan.

7. Conceptual wet utilities layout plan.

8. Conceptual Landscape Planting Plan

9. Conceptual Site Photometric Lighting Plan

10. Conceptual Off‐Site Electrical undergrounding Plan
Duration

1. 4‐6 weeks (Concurrent with Building Design)
Meetings

1. 4‐5 Site Design Meetings (Virtual)
TASK 2   PLANNING APPLICATION AND ENTITLEMENT PROCESS
Task 2A:  Planning Application and CEQA Process
Approach
The design of the fire station and site improvements is required to comply with Article VIII of the Rancho Cucamonga Municipal Code (RCMC), known as the Form‐Based Code or FBC. While there is not a specific function or building  type defined under  the FBC  for a  fire station, it is  thought  that  the Neighborhood General  3  (NG3)  is  the  closest  zone  classification  for  this  use.  While  not  all  criteria  within  the  zone classification  can  be met, it is  desired  that  the  design meet  the intent  of  the  zone  classification while meeting the operational requirements of the fire station use.

During  the  Conceptual  Design  Phase,  MMA  will  work  with  the  City  of  Rancho  Cucamonga  Planning Department  to ensure  that the project design receives early input  from the Planning Department. The purpose of this review is as a Fire District Design Team Member, and it is to advise if the interpretation of the zoning code is appropriate as the design proceeds. During this task, the design team will prepare the planning  application  and  documents  necessary  for  the  fire  station  planning  application  entitlement submittal.

It is our understanding that this project may qualify for a mitigated negative declaration as a part of the CEQA process since it is a replacement station on the same lot as it currently exists. The City Planning Staff will review and advise if this level of approval is feasible and engage a CEQA consultant to prepare the CEQA documents and filings.

Deliverables

1. Application and exhibits for the Site Plan Review application including:
a. On‐site Architectural Plan

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b. Off‐site conceptual Utility plan
c. On and Off‐site Grading and Drainage Plan
d. Landscape Planting Plan
e. Site Lighting Photometric Plan
f. Floor Plans
g. Roof Plans
h. Elevations
i. Building Sections
j. 3‐D images, and;
k. Exterior material color board and photo boards.

Task 2B:  Entitlements ‐ Planning Commission Review and City Council Presentations Approach
MMA will submit the planning documents listed above for planning review. In addition, our team will work with  the  City’s Environmental  Consultant  on  the  development  of the initial  study  for  the  project. It is anticipated  to be approved through a negative declaration process and not proceed to an EIR. We are assuming the Environmental Consultant and any specialty studies such as construction impact, traffic and noise analysis will be included under the Environmental Document Development Team.

Deliverables

1. Submittal of Application and exhibits for the Planning Review application.

2. Prepare presentation materials for the Planning Commission, and City Council.

3. Preparation of exhibits needed to support the Environmental Review Process Duration (Task 2A and 2B)

1. 4‐6 months. (Depending on Environmental Processes and Hearing Schedules.) Meetings

1. One presentation to the Planning Commission

2. One presentation to the City Council
Task 2C – Schematic Design and Cost Estimate
Approach
In this task MMA will further develop the design of the Fire Station No. 171 and associated site area. Based on the conceptual design approved in Task 1 and the planning application, the MMA team will continue developing the building systems. We will engage the engineering team to develop schematic level civil, structural, mechanical, plumbing, and electrical/data drawings. The goal of this phase is to further develop the building systems so that a Schematic Design Cost Estimate can be completed at the same time as the project receives it planning approvals. This will confirm the project budget with a more detailed set of design documents and a more detailed estimate prior to moving forward with construction documents.

Deliverables

1. Schematic level building construction drawings.

2. Schematic level structural, mechanical, electrical, communications design drawings and calculations.

3. Schematic level on and off‐site grading and drainage design.

4. Schematic level on‐site demolition plan.

5. Schematic level on‐site utility plan.

6. Schematic level on‐site erosion control plan.

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7. Schematic level off‐site utility drawings.

8. Coordinate with City Consultants Schematic level Traffic Pre‐empt drawings.

9. Schematic level specifications (Update from Bridging Documents).

10. Updated Building 3‐D models.

11. Schematic level cost estimate.

12. Documentation of design review and decisions from team meetings.

13. Schedule update.

Meetings

1. 4‐5 meetings with the Fire District Design Team (virtual).

Duration

1. 3 months. (Concurrent with preparation and processing of Planning Application.) TASK 3.0:   DESIGN DEVELOPMENT AND UPDATED COST ESTIMATE Approach
The  Schematic  Design  drawing  set  with  budget  reconciliation  adjustments  will  be  the  basis  for  the completion of the design development and construction documents. The MMA architectural staff and the project  consultant  team  will  use the  information  contained  in  this  set  of  documents  to  produce  the complete construction plans. It is assumed that the work will be developed under the 2025 building codes as adopted  by  the  City  of  Rancho  Cucamonga and  to all  other applicable  codes including  the State  of California Essential Service Act requirements, using standard production procedures. The set will include plans, material specifications, and engineering reports.

The primary intent of the design development phase is to determine the exact size, profile, and character of the building and site design to form a basis for final construction documents. MMA and the consultant team will use this phase to further develop the building and site development aspects of the design.

Deliverables

1. Design Development level fire station drawings architectural, structural, mechanical, plumbing and electrical/data.

2. Design Development level on‐site grading and drainage design.

3. Design Development level on‐site utility plans.

4. Design Development level on‐site erosion control plan.

5. Demolition plan, tank removal plan and cell sites temporary electrical service plans.

6. Design Development level Off‐site Improvement Plans (Sidewalks, Aprons, Street lighting, Electrical Undergrounding, Signal Pre‐empt and City Fiber)

7. Coordinate with City Consultant Design Development Level Signal Pre‐empt plans.

8. Design Development Level Fire Service Connection Plan

9. Coordination with Westnet and response alerting plan.

10. Refinement of Schematic specifications

11. Interior material color board

12. Draft Furnishings listing

13. Updated plumbing, mechanical and electrical cut sheets

14. Design Development level cost estimate.

Meetings

1. 4‐5 meetings with the Fire District Design Team (virtual)

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a.  Design Development Kickoff and 2‐3 meetings with the Fire District Design Team c.  Two meetings with various City departments (Building, Public Works, Engineering and Fire Prevention)
d.  100% Design Development presentation
Duration

1. 3 months
TASK 4:   CONSTRUCTION DOCUMENTS AND FINAL COST ESTIMATE Task 4.A   95% Construction Documents, Final Estimate and Permit Ready Documents Approach
Task 4 will occur in two steps. The first step is the completion of the 95% documents. The 95% documents will  be  a  substantially  complete  drawing  set  except  for  responses  to  plan  check  questions.  The  95% document set will be submitted for plan check and will be the basis for the final cost estimate.

1. 95% Construction Documents (Plan Check Submittal Package) a. Civil Engineering
i. On‐site Site improvement design and documentation.
ii. Off‐site Street Improvement and Demolition Plans
iii. Fire Service Connection Plan
b. Architectural Site Plan and associated details
c. Landscape and irrigation plan and details.
d. Code Documentation
e. Landscape and irrigation plans and details.
f. Dimensioned layout of final building plans, sections, and elevations g. Door and window schedules
h. Building detailing
i. Interior finish schedule
j. Interior design including selection of interior materials and colors, final finish boards. k. Final furnishings listing

2. 95% Design of all engineered systems including:
a. Structural design and calculations
b. Mechanical Design and T‐24 Energy Reports
c. Plumbing layout, design, and fixture schedule
d. Performance criteria for design/build commercial sprinkler system. e. Electrical engineering systems layout, design, and lighting  fixture schedule, Electrical/Data Site layout and engineering. Lighting T‐24 Reports
f. Phone, data, audio visual and security layout, and design to head‐in equipment. g. Coordination with Westnet for speaker and alerting systems device layouts and equipment locations.
h. Radio system infrastructure design based on input provided by the Rancho Cucamonga Fire District. Radio head‐in equipment and antenna design by District.

3. 95% Off‐site Utility Improvements including:
a. Electrical  Undergrounding  and  City  Fiber  Undergrounding  (Coordinate  with  Rancho Cucamonga Municipal Utility RCMU) for conduit, boxes, and transformer locations). b. Traffic Signal Pre‐empt Plan (Coordinate with City Consultant for conduit, boxes, and signal locations).

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c. Coordinate with City Agency for conduit and boxes necessary for Street Lighting Replacement

4. Plan Check Applications

5. 95% Specifications
Task 4.B  100% Construction Documents
Approach
The second step of this task is the response to plan check comments and preparing the 100% construction documents for bid. These 100% documents set will be permit ready and be the bid set.

Task 4.2 Deliverables

1. Plan check Response and Revised Recheck Documents

2. 100% Construction Documents (Bid documents)

3. 100% Off‐site Utility Improvements Drawings

4. 100% complete specifications

5. LID Observation and Final Grading Forms

6. Complete equipment and material cut sheets.

7. Final Engineering calculations and Title 24 energy documentation

8. Review  Draft  Division  0  documents  prepared  by  the  Fire  District.  Coordinate  with  Division  1 documents prepared by MMA.

Meetings

1.  Multiple (2‐3) meetings to review progress. (virtual) TASK 5:    BIDDING, CONSTRUCTION ADMINISTRATION AND CLOSE OUT Task 5.A   Bidding
Approach
It is assumed that the project will be publicly bid by prequalified contractors and major subcontractors.

Our team will assist the District in preparing the documents for bid. The documents will be advertised and submitted to plan rooms for bidding by the Fire District. There will be a pre‐bidding conference which the CM will conduct and lead. We will respond to questions during bidding, prepare written clarifications and addenda.

Deliverables

1. Review Pre‐ Conference Agenda and meeting notes prepared by the CM (Retained by the District)

2. Written response to questions

3. Preparation addenda listings and exhibits

Task 5.B   Construction Administration
Approach
We anticipate an 18‐month construction period. We will participate in weekly construction meetings via conference  call.  MMA’s  project  architect  and  supporting  office staff  will  provide  support  to  the  field through  our  response  to  RFI’s,  submittal  review,  substitution  review  and  change  order  requests.  The engineering team will perform site observations 2‐3 times during the construction phase at critical phases for their discipline.

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Deliverables and Meetings

1.  Attend pre‐construction meeting (virtual)

2.  Attend weekly construction progress meetings (virtual)

3.  Review and respond to RFI’s

4.  Review and respond to Change Requests

5.  Construction progress review by MMA Design Team (2‐3 site visits per discipline)

6.  Submittal / shop drawing processing and review

7.  Clarifications / field questions processing and response Task 5.C:    Close‐out
Approach
MMA and the consultant team will perform a walk through to determine Substantial Completion of the building and site construction phase of the work and prepare a final punch list. We will then provide a final walk through to verify that the punch list items have been completed. Our tasks in the phase will include  review  of  close‐out  documents  for  accuracy  and  completeness.  They  include  Operations  and Maintenance Manuals, Warrantees and Guarantees and evidence of extra stock delivery. We will gather record drawings prepared by the contractor and update the bid documents in a digital format for the Fire District’s use.

Deliverables

1. Punch List at Substantial Completion

2. Review  and  written  comments  on  close  out  documents  including  O&M  manuals  and warranties/guarantees.

3. Review Digital Record Drawings (Review of Contractor Prepared Record Documents (PDF’s).

Meetings

1. Punch List walk through at Substantial Completion

2. Final review of completed punch list to be observed by the CM.

TASK 6:    TEMPORARY FACILITIES DESIGN
Task 6. A  Site Design and Performance Based Temporary Structure Design Approach
The temporary facilities will be placed adjacent to the fire station site on a property owned by the Rancho Cucamonga Water District. The living quarters will be developed using a modular building system and a sprung  structure  will  be  used  for  the  apparatus  bay  and  fitness  room.  The  site  design  and  modular structures will be submitted for planning approval based on the existing concept drawings included in the bridging documents.

Both that modular building and the sprung structure will be defined by a performance specification and a conceptual layout. Foundation design for each of the structures will be completed by the MMA Structural Engineer. Each of these facilities are to be designed (except foundations), permitted, and installed by the manufacture.

The site design will be developed per similar standards to the fire station site. The MMA team will work with  the Fire District Design Team and  the RC Water District  to define what site improvements are  to remain when the temporary structures are removed.