Redlands City Council
June 6, 2023

CITY OF REDLANDS

CITY COUNCIL

SUCCESSOR AGENCY

A G E N D A S
JUNE 6, 2023

EDDIE TEJEDA
Mayor
PAUL T. BARICH
Mayor Pro Tempore

DENISE DAVIS
Council Member
JENNA

GUZMAN-LOWERY
Council Member

MARIO SAUCEDO
Council Member
***

JEANNE DONALDSON
City Clerk
CHARLES M. DUGGAN JR.

City Manager
YVETTE M. ABICH GARCIA
City Attorney
5:00 p.m. Open Public Meeting, Public Comment (Closed Session) 6:00 p.m. Open Session (Public Meeting)
* * *
City Council Chambers
Civic Center, 35 Cajon Street, Redlands, California
Recycled Paper
Redlands Regular Meeting of 06-06-2023

A G E N D A
The following information comprises the agenda for the regular meetings of the City Council of the City of Redlands and the Board of Directors of the Successor Agency of the former Redevelopment Agency of the City of Redlands at the times noted below in the City Council Chambers, Civic Center, 35 Cajon Street, Redlands, California, on:

TUESDAY, JUNE 6, 2023
To join via Zoom on a computer, laptop, or smart device Please visit www.zoom.us
, click on Join a Meeting
Enter the Meeting ID 824 4618 0187, then run the Zoom launcher To join via Zoom with audio only (cell phone or landline):

Dial 1-877-853-5247
Enter the Meeting ID 824 4618 0187
Should the City lose connectivity on Zoom, we will halt the meeting until it can be restored. To check on the status of remote connectivity in the event of an outage, go to the City’s website at www.cityofredlands.org or
to the City’s Facebook page at @CityofRedlands or the Instagram page at @CityofRedlands_CityHall.

In the event the City cannot reestablish Zoom connectivity in a reasonable amount of time, the mayor will adjourn the meeting to a future date.

PLEASE NOTE: Anyone desiring to speak on an agendized item at this meeting may do so during the consideration of that item. Due to time constraints and the number of persons who may wish to give oral testimony, public comments will be limited to three (3) minutes.

To provide comment while participating from Council Chambers:

Although it is not required, speakers are encouraged to submit a "Speaker Sign Up Sheet" before the meeting is convened. Forms are available in the Office of the City Clerk or in Council Chambers.

After the meeting has convened, you may place the speaker form in the basket at the table along the north wall of the Chambers. Please do not disturb the City Clerk while the meeting is in progress.

To provide comment through Zoom (on a computer, laptop, or smart device):

Click the "Raise Hand" button and the moderator will unmute you when it is your turn to speak To provide comment via audio only (cell phone or landline):

Dial *9 to "Raise Hand". The moderator will identify you by your area code and last 3 numbers of your telephone number when it is your turn to speak.

PLEASE SILENCE CELL PHONES, PAGERS AND OTHER ELECTRONIC

COMMUNICATION DEVICES UPON ENTERING THE CHAMBERS
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Redlands Regular Meeting of 06-06-2023

5:00 P.M.

A. Call City Council Meeting to Order.

B. Public Comment
(Any person wishing to provide public comment on a closed session matter may do so at this time.)
C. Recess City Council Meeting to a Closed Session

1. Conference with legal counsel: Existing Litigation - Government Code §54956.9(d)(1) (City Attorney Abich Garcia)
Three Cases:

Nelson v. City of Redlands, San Bernardino Superior Court, Case No. CIVSB21040531.

Falconieri, et al. v. City of Redlands, San Bernardino Superior Court, Case No.

CIVSB2114106

2. City of Redlands v. Coyote Aviation, Inc., San Bernardino Superior Court, Case No.

LLTVA2200544

3. 2. Conference with real property negotiators - Government Code §54956.8 (Assistant City Manager Boatman)
Property:  APN 0292-166-08-0000
Agency Negotiators: Charles M. Duggan, Jr.; Chris Boatman Negotiating Party: Andrew Christopherson, The Grove School Under Negotiation: Terms of payment and price of possible lease amendment or purchase of City property
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Redlands Regular Meeting of 06-06-2023

6:00 P.M.

E. Reconvene City Council Meeting
F. Invocation by Council Member Davis- Pledge of Allegiance (In keeping with long-standing traditions of legislative invocations, this City Council meeting may include a brief invocation. Such invocations are not intended to proselytize or advance any one, or to disparage any other, faith or belief. Neither the City nor the City Council endorses any particular religious belief or form of invocation.) G. Closed Session Report
(No reportable action taken in closed session unless otherwise announced by the City Attorney at this time.)
H. Presentations

1. Redlands Pet Adoption (Redlands Animal Services)

2. Presentation of 50th Anniversary proclamation to Rebecca McCurdy of the Friends of the Library

3. Presentation of Pride Month proclamation to Jina Imani (Council Member Davis and Council Member Guzman-Lowery)
I. Public Comment - City Council
(At this time, the City Council will provide an opportunity for the public to address them on any subject, within the jurisdiction of the City Council, which is not already scheduled on this agenda. However, any matter that requires action will be referred to staff for a report and possible action at a subsequent meeting. Comments will be limited to three {3} minutes.) J. Consent Calendar
(The following routine items have been recommended for approval and will be acted upon simultaneously unless separate discussion and/or action is requested by a Councilmember or a member of the audience.)

1. Approve the regular meeting minutes of May 16, 2023 (City Clerk Donaldson)

2. Approve recommendation for an appointment to the Traffic and Parking Commission (Mayor Tejeda)

3. Authorize issuance of a proclamation recognizing the 50th Anniversary of the Friends of A.K.

Smiley Public Library (Mayor Tejeda and Mayor Pro Tem Barich)

4. Authorize issuance of a proclamation recognizing June 2023 as Pride Month (Council Member Davis and Council Member Guzman-Lowery)

5. Disclosure and Approval of Settlement Agreement and General Release – Laurel Falconieri and Leslie Martinez; San Bernardino County Superior Court Case No. CIVSB 2114106 (City Attorney Garcia)

6. Approve a three-year agreement with Policy Confluence, Inc. for the annual community Recycled Paper
Redlands Regular Meeting of 06-06-2023

6. Approve a three-year agreement with Policy Confluence, Inc. for the annual community benchmark survey for an amount not to exceed $68,566 (Assistant City Manager McConnell)

7. Approve the agreement with Gallagher Benefit Services for Executive Professional Recruitment Services to provide recruitment services for executive and management position vacancies for the period of June 6, 2023, through June 30, 2026, with two optional one-year extensions for a total not to exceed amount of $100,000 (Assistant City Manager McConnell)

8. Adopt Resolution Nos. 8479 and 8480 establishing the special tax levy within the City of Redlands Community Facilities District No. 2003-1 (Redlands Business Center) and 2001-1 (Northwest Development Project) (Management Service/Finance Director Garcia)

9. Approve a sole source purchase with DynaTouch Corporation for a through-the-wall, full service (credit/debit card, check and cash) payment kiosk not to exceed the amount of $61,000 (Management Services/Finance Director Garcia)

10. Approve an intergovernmental purchase of Pure Storage Storage Area Network (SAN) hardware, for server storage enhancements from Presidio Networked Solutions Group, LLC, in the amount of $67,488.75 (Management Services/Finance Director Garcia)

11. Approve the First Amendment to the San Bernardino Basin Groundwater Council Framework Agreement and authorization for the City Manager to execute the Amendment (Municipal Utilities and Engineering Director Harris)

12. Adopt Resolution No. 8476 to adopt the Senate Bill No. 1 Road Repair and Accountability Act (SB1) Project List and approve funding for the City's Pavement Management Program, and determination that this action is exempt from environmental review pursuant to Section 15061(b)(3) of the State's guidelines implementing the California Environmental Quality Act (Municipal Utilities and Engineering Director Harris)

13. Approve the sole source procurement of two (2) Rectangular Rapid Flashing Beacon signs and one (1) In-Pavement LED Crosswalk System from NexTech Systems, Inc. for a total of $72,242.43 (Municipal Utilities and Engineering Director Harris)

14. Reject all bids received for Water and Wastewater Treatment Supplies and direct staff to solicit new bids (Municipal Utilities and Engineering Director Harris)

15. Reject all bids received for Hazardous Waste Removal services at water and wastewater facilities and direct staff to solicit new bids (Municipal Utilities and Engineering Director Harris)

16. Adopt Resolution No. 8367 establishing a midblock crosswalk on Wabash Avenue between Sylvan Boulevard and Montecito Lane adjacent to Crafton Elementary School, and determine that approval of the resolution is exempt from environmental review pursuant to Section 15301(c) of the State's guidelines implementing the California Environmental Quality Act (Municipal Utilities and Engineering Director Harris)

17. Approve the First Amendment to the Public Works Contract with Tryco General Engineering for the 2022 Citywide Sidewalk and ADA Ramp Replacement Project to extend the time for completion by thirty (30) calendar days (Municipal Utilities and Engineering Director Harris)

18. Accept the grant award from the Board of State and Community Corrections, and approve an additional appropriation of $55,464.53 to the Police Department (Interim Police Chief Tolber)

19. Adopt Resolution No. 8478 authorizing the application to and participation in the Organized Recycled Paper
Redlands Regular Meeting of 06-06-2023

19. Adopt Resolution No. 8478 authorizing the application to and participation in the Organized Retail Theft Prevention Grant program funded by the Board of State and Community Corrections, and if awarded, authorizing the City Manager or his designee to execute any subsequent funding agreement (Interim Police Chief Tolber)

20. Direct staff to issue a request for proposals for professional services to design a BMX pump track (Assistant City Manager Boatman)

21. Approve a request for in-kind support in the amount of $30,000 related to the 2023 Summer Music Festival event hosted by the Redlands Bowl Performing Arts and determine that the event is categorically exempt from environmental review pursuant to Section 15301 of the state's guidelines implementing the California Environmental Quality Act (Assistant City Manager Boatman)

22. Approve a three-party agreement with R3 Consulting Group, Inc. and Colantuono, Highsmith & Whatley, PC for the review of the current solid waste rate structure and feasibility study for an amount not-to-exceed $89,375 (Assistant City Manager Boatman)

23. Authorize the City Manager or his designee to negotiate sole source lease agreements with Toyota of Redlands for three vehicles at a cost not to exceed $85,000 and to execute the lease agreements together with any other associated documents with Toyota of Redlands (Assistant City Manager Boatman)

24. Adopt Salary Resolution No. 8466 establishing a Salary Schedule and Compensation Plan for City Employees and Rescinding Resolution No. 8406 (Assistant City Manager McConnell) K. Communications

1. Redlands Police Community Foundation's 2022 Annual Report by President Judy Cannon, Past President Stan Weisser, and other board members (Interim Police Chief Tolber) L. New Business

1. Consideration of the Citywide Annual Purchase Orders for miscellaneous tools, equipment and supplies for Fiscal Year 2023-2024 (Assistant City Manager McConnell)

2. Consideration of Resolution No. 8435 - Annual Engineer's Reports Preliminary Approval, and Resolution No. 8436 - Declaration of Intention to Levy Fiscal Year 23/24 Street Lighting District No. 1 and Landscape Maintenance District No. 1 Assessments (Assistant City Manager Boatman)

3. Consideration of a Second Amendment to the Non-Professional Services Agreement with General Pump Company, Inc. for the Well and Booster Pump Rehabilitation Project extending the Agreement term by eighteen (18) months and increasing the total contract value to $2,577,445.28, and determination that this action is exempt from environmental review pursuant to Section 15301 of the State's guidelines implementing the California Environmental Quality Act (Municipal Utilities and Engineering Director Harris)

4. Consideration of a Professional Services Agreement with CDM Smith, Inc. for the Joint Utilities Laboratory Expansion Preliminary Design for an amount not-to-exceed $270,990; and determination that this action is exempt from environmental review pursuant to Section 15061(b)(3) of the State's guidelines implementing the California Environmental Quality Act (Municipal Utilities and Engineering Director Harris)

5. Consideration of Resolution No. 8477 amending Resolution No. 8081 approving the First Recycled Paper
Redlands Regular Meeting of 06-06-2023

5. Consideration of Resolution No. 8477 amending Resolution No. 8081 approving the First Amendment to the Agreement with Quinn Company to increase the total compensation for an amount not to exceed $739,500 for the provision of maintenance and service for heavy duty off-road equipment (Assistant City Manager Boatman)

6. Consideration of the Public Works Contract with F.M. Thomas Air Conditioning, Inc. for an amount not-to-exceed $193,050 for the A.K. Smiley Public Library Boiler Replacement Project, and determine that the project is exempt from environmental review pursuant to Section 15302(c) of the State's guidelines implementing the California Environmental Quality Act (Assistant City Manager Boatman)

7. Consideration and re-introduction of ORDINANCE No. 2922, AN ORDINANCE OF THE CITY OF REDLANDS ADDING CHAPTER 12.45 AND AMENDING CHAPTER 12.44 TO THE REDLANDS MUNICIPAL CODE TO ESTABLISH REGULATIONS GOVERNING SIDEWALK VENDING, and a determination that the ordinance is exempt from environmental review pursuant to Section 15061(b)(3) of the State's guidelines implementing the California Environmental Quality Act (Assistant City Manager Boatman) M. Individual Council Member Announcements and/or Reports on Activities (No collective discussion or action.)
N. Adjournment
The next regular meeting of the City Council will be held on June 20, 2023 O. Successor Agency of the former Redevelopment Agency of the City of Redlands

1. Public Comment
(At this time, the Agency Board will provide an opportunity for the public to address them on any subject, within the jurisdiction of the Successor Agency of the former Redevelopment Agency of the City of Redlands, which is not already scheduled on this agenda. However, any matter that requires action will be referred to staff for a report and possible action at a subsequent meeting. Comments will be limited to three {3} minutes.)

2. Approve minutes of the regular meeting of May 2, 2023 (Secretary Donaldson)

3. Adjourn Successor Agency Board of Directors' meeting The next regular meeting of the Agency will be held on July 5, 2023 Recycled Paper
Redlands Regular Meeting of 06-06-2023

If you challenge any proposed development entitlement listed on this agenda in court, you may be limited to raising only those issues you or someone else raised at the public hearing described in this notice, or in written correspondence delivered to the City Council at or prior to this public hearing.

In compliance with the Americans with Disabilities Act, if you need special assistance to participate in this meeting, please contact Goutam Dobey, of the Municipal Utilities and Engineering Department at (909) 798-7584 ext 2. Notification 48 hours prior to the meeting will enable the City to make reasonable arrangements to ensure accessibility to this meeting.
(28 CFR 35.102-35.104 ADA Title II)
Any writings or documents distributed to a majority of the City Council regarding an open session agenda item less than 72 hours before this meeting are available for public inspection at the City Clerk's Office or at the dais of the City Clerk once the open session begins.

Staff reports or other written documentation relating to items referred to on the agenda are available at the A. K. Smiley Public Library, 125 West Vine Street, Redlands, California, and on the City’s website referenced below.

Regular meetings are televised live on Redlands TV Channel 3 (Spectrum) and Channel 35 (Frontier) and re-broadcast at 7:00 P.M. the following Wednesday, Friday and Sunday; and at 9:00 A.M. Thursday, Saturday and Monday. Meetings are also streamed live and archived for later viewing on demand on the City’s website at www.cityofredlands.org
. Agendas, staff reports and minutes of the City Council of the City of Redlands are available online at: www.cityofredlands.org.

Recycled Paper
Redlands Regular Meeting of 06-06-2023

City Council/Successor Agency Meeting J. 1.

DATE: 06/06/2023
TO: Honorable Mayor and City Council Members
SUBJECT: Approve the regular meeting minutes of May 16, 2023 (City Clerk Donaldson)
MOTION:

I move to approve the regular meeting minutes of May 16, 2023 Attachments
Regular meeting minutes of May 16, 2023
Redlands Regular Meeting of 06-06-2023

MINUTES

Regular meetings of the City Council and the Redlands Financing Authority of the City of Redlands held in the Council Chambers, Civic Center, 35 Cajon Street, on May 16, 2023 at 5:00 P.M.

Present:  Eddie Tejeda, Mayor
Paul Barich, Mayor Pro Tempore
Denise Davis, Council Member
Jenna Guzman-Lowery, Council Member
Mario Saucedo, Council Member
Staff: Charles M. Duggan, Jr., City Manager; Yvette M. Abich Garcia, City Attorney; Jeanne Donaldson, City Clerk; Janice McConnell, Assistant City Manager; Chris Boatman, Assistant City Manager; Carl Baker, Public Information Officer; Danielle Garcia, Management Services/Finance Director; Brian Desatnik, Development Services Director; John Harris, Municipal Utilities and Engineering Director; Rich Sessler, Fire Chief

Mayor Tejeda called the meeting to order and explained that comments could be presented in-person, via Zoom, via cell phone or landline. He offered the public an opportunity to provide comment on any item on the agenda for the closed session.

PUBLIC COMMENT

None forthcoming

CLOSED SESSION

Conference with legal counsel: Existing Litigation - Government Code §54956.9(d)(1) (City Attorney Abich Garcia)
Coyote Aviation, Inc. v. City of Redlands; San Bernardino Superior Court Case No.

CIVDS 2203398

1. City of Redlands v. Coyote Aviation, Inc., San Bernardino Superior Court, Case No.

LLTVA2200544

2. Falconieri, et al. v. City of Redlands, San Bernardino Superior Court Case No.

CIVSB2114106

3. RECONVENE CITY COUNCIL MEETING
The meeting reconvened at 6:00 P.M. with an invocation by Council Member Saucedo. The pledge of allegiance to the American flag was conducted by the Victoria Elementary School Cheer Team.

CLOSED SESSION REPORT
CC_RFA_May 16, 2023

Redlands Regular Meeting of 06-06-2023

CLOSED SESSION REPORT

City Attorney Garcia announced that no reportable action was taken during the closed session.

PUBLIC COMMENT

Teamsters Local 1932 Support - Teamster daughters Madison Brooks and Julia, were proud of the work their fathers do every day for the City and they wanted them to be treated fairly. Rich Smith spoke in support of the Teamsters and pointed out that union members were united and strong and deserved more from the City. Several Teamsters were present in the Chambers with many more outside showing their support of unions.

Pride Flag
- Fourteen people expressed their disappointment with the recent decision of three Council Members who opposed amending the City's flag policy to allow flying of the pride flag in the month of June. The speakers were concerned that the LGBTQ+ community would not feel safe, and an environment of hate would persist. Possible solutions to bring about a compromise were offered. One such suggestion was to have the City fly only those flags that have already been approved in the state capital, and they added they thought this removed some of the burden from the city and put it directly on the shoulders of the state. One audience member recommended the American flag was the way to unite everyone without excluding anyone.

CONSENT CALENDAR

Minutes

On motion of Mayor Pro Tempore Paul Barich, seconded by Council Member Denise Davis, the City Council unanimously approved, by roll call vote, the minutes of the regular meeting of May 2, 2023.

Vote: 5 - 0 Passed

Airport Advisory Board Appointment

On motion of Mayor Pro Tempore Paul Barich, seconded by Council Member Denise Davis, the City Council unanimously reappointed, by roll call vote, Jason Golembeski to serve another four-year term on the Airport Advisory Board ending May 1, 2027.

Vote: 5 - 0 Passed

Resolution No. 8468 Annexation No. 25

On motion of Mayor Pro Tempore Paul Barich, seconded by Council Member Denise Davis, the City Council unanimously determined, by roll call vote, that the proposed project is exempt from environmental review pursuant to Section 15061(b)(3) of the State's guidelines implementing the California Environmental Quality Act; and approved Resolution No. 8468, Annexation No. 25, declaring intent to annex territory into Community Facilities District 2004-1. A public hearing is scheduled for the City Council meeting on June 20, 2023 to formally annex the land.

CC_RFA_May 16, 2023

Redlands Regular Meeting of 06-06-2023

Vote: 5 - 0 Passed

Resolution Nos. 8473 & 8474 Outside City Water Service Agreement

On motion of Mayor Pro Tempore Paul Barich, seconded by Council Member Denise Davis, the City Council unanimously adopted, by roll call vote, Resolution No. 8473 for a new connection to the City of Redlands water distribution system at 2340 Mentone Avenue (APN:
0298-295-12-0000) in the unincorporated community of Mentone; adopted Resolution No. 8474 relating to Pre-Annexation Agreement No. 23-09; and determined that adoption of the resolutions is exempt from environmental review pursuant to Sections 15303 and 15319 of the California Environment Quality Act (CEQA) guidelines.

Vote: 5 - 0 Passed

Traffic Regulations 4-Way Stop Elizabeth Street

On motion of Mayor Pro Tempore Paul Barich, seconded by Council Member Denise Davis, the City Council unanimously approved, by roll call vote, Resolution No. 8469 establishing a four-way stop controlled intersection to replace the current two-way stop control at the Elizabeth Street and Fountain Avenue intersection; and determined that adoption of the resolution is exempt from environmental review pursuant to Section 15301(c) of the State's guidelines implementing the California Environmental Quality Act.

Vote: 5 - 0 Passed

Amending University St & Brockton Ave Traffic Signal Project

On motion of Mayor Pro Tempore Paul Barich, seconded by Council Member Denise Davis, the City Council unanimously approved, by roll call vote, the Second Amendment to the Public Works Contract with Elecnor Belco Electric, Inc. for the University Street and Brockton Avenue Traffic Signal Improvement Project to extend the time for completion by one hundred twenty (120) calendar days.

Vote: 5 - 0 Passed

Crosswalk Installation Project Bid Rejection

On motion of Mayor Pro Tempore Paul Barich, seconded by Council Member Denise Davis, the City Council unanimously rejected, by roll call vote, all bids received for the Crosswalk Installation Project, Project No. 400024. The bids received exceeded the available budget and the engineer's construction cost estimate for the Project.

Vote: 5 - 0 Passed

CC_RFA_May 16, 2023

Redlands Regular Meeting of 06-06-2023

The Artlands Walk Event In-Kind Request

On motion of Mayor Pro Tempore Paul Barich, seconded by Council Member Denise Davis, the City Council unanimously determined, by roll call vote, that approval of the event is exempt from environmental review pursuant to Section 15311(c) of the state’s guidelines implementing the California Environmental Quality Act; authorized and approved a request for in-kind support in the amount of $3,930 related to this event; authorized the temporary street closure of East Vine Street from Cajon Street to 6th Street; and approved the request for the sale and consumption of alcoholic beverages for The Artlands event to be held on June 3, 2023.

Vote: 5 - 0 Passed

Security Services Agreement

On motion of Mayor Pro Tempore Paul Barich, seconded by Council Member Denise Davis, the City Council unanimously approved, by roll call vote, the Agreement with Assertive Security Services & Consulting Group, Inc., for security services at City-owned properties at 2151 Nevada St. and 1950 Nevada St. in an amount not-to-exceed $105,343.68.

Vote: 5 - 0 Passed

COMMUNICATIONS

Sister Cities Hino, Japan Visit Presentation

Redlands Sister Cities Board Member Caitlin Arakawa described the Sister Cities' mission was "to promote education, understanding and friendship at home and abroad", and the three sister cities of Redlands were Hino, Japan, Linli, China and San Miguel de Allende, Mexico. She highlighted the recent two-week home-stay student exchange trip, where 10 students spent their spring break in Hino, participating in the City's cultural activities and traveling to historic sites in the country. This summer, high school students from Hino will visit Redlands. She delivered an official invitation from Hino Mayor Otsubo requesting the City Council attend the 60th anniversary celebration of the two cities' friendship scheduled for later this year.

SCAG Conference Report

Council Member Saucedo attended the 2023 Regional Conference of the Southern California Association of Governments (SCAG) and General Assembly held May 4-5, 2023, in Palm Desert, California. The conference brings together state and local elected officials, CEOs, business and civic leaders, transportation and environmental stakeholders, local government staff, and others. He reported that one of the sessions related to housing and affordable housing in the region was extremely informative and he enjoyed the Sustainability Awards luncheon.

CC_RFA_May 16, 2023

Redlands Regular Meeting of 06-06-2023

2023 General Fund Revenue Review

Management Services/Finance Director Garcia reviewed the 2023 General Fund Revenue and explained the City Manager had directed staff to perform a recurring review of the City’s main sources of general fund revenue. Through this effort, the structural balance of the City’s budget can be explored and the revenue trends that define the City’s financial parameters can be analyzed in-depth. The presentation provided an overview of the report's purpose, summarized the general fund’s revenue structure, briefly discussed the state-local relationship that governs the City’s revenue authority, and examined the City’s top six general fund revenue streams.

She concluded by saying the local economy is anticipated to weaken near the end of Fiscal Year 2023 and leading into Fiscal Year 2024. As several economic indicators have just recently started to weaken, it is very difficult to forecast the length and severity of a possible looming recession. Many policies and decisions made at the national level significantly influence the local economy. In order to combat extremely high inflation rates, the Federal Reserve will likely continue raising interest rates, which may further impact the local real estate market, in order to reduce overall economic activity. Taken together, slow to moderate growth is anticipated over the six-year forecast period among economically sensitive revenues such as Property Tax, Sales Tax, Business License Tax, and Transient Occupancy Tax receipts.

On motion of Council Member Jenna Guzman-Lowery, seconded by Council Member Denise Davis, the City Council unanimously approved, by roll call vote, to receive and file the 2023 General Fund Revenue Review report.

Vote: 5 - 0 Passed

City Treasurer Vacancy

Management Services Director Garcia announced that with the recent passing of Robert Dawes, the City Council must consider the alternatives available for filling the vacancy of City Treasurer either by appointment or by special election. If a special election was selected, it would be held on November 7, 2023 with an estimated cost ranging from $150,000 to $250,000. An appointment may be made at any regular meeting or at any adjourned or special meeting within the 60-day period which will end on June 28, 2023. The Council may choose to appoint someone immediately or the Council may elect to have interested parties apply for the vacant seat. The appointee must be 18 years of age, a Redlands resident and a registered voter in the City. In accordance with Government Code Subsection 36512(b)(2), any person appointed would hold office until the next general municipal election. The appointment must be made by a majority of the Council. Each Council Member agreed that filling the vacancy through an application and interview process provided transparency and accountability.

On motion of Mayor Pro Tempore Paul Barich, seconded by Council Member Jenna CC_RFA_May 16, 2023

Redlands Regular Meeting of 06-06-2023

On motion of Mayor Pro Tempore Paul Barich, seconded by Council Member Jenna Guzman-Lowery, the City Council unanimously approved, by roll call vote, to fill the City Treasurer vacancy by appointment. A tentative timeline was provided:
- May 22, 2023 - Issue Notice of Intention to Fill  by Appointment/Post Application Package - May 22, 2023 at Noon -  Application Period Opens
- June 5, 2023 at 5:00 p.m. - Application Period Closes - June __, 2023 (Special Meeting) - Applicant Presentation/Interview; City Treasurer Appointed - June 20, 2023 - Swearing in of new City Treasurer
Vote: 5 - 0 Passed

PUBLIC HEARINGS

Ordinance No. 2957 Extending Moratorium Development Projects EVCSP

Due to ownership of property within 500 feet of the identified list of parcels, Council Member Davis recused herself from this item. Mayor Tejeda declared the meeting open as a public hearing and called on Development Services Director Desatnik for background of Ordinance No. 2957, an Urgency Ordinance extending a moratorium for 12 months on certain new development projects for properties located within the Commercial Industrial (EV/IC) District Of The East Valley Corridor Specific Plan that are identified on the list of potential housing sites prepared in conjunction with the City’s 2021-2029 Housing Element.

He explained that on June 7, 2022, the City Council adopted Ordinance No. 2928, an interim ordinance adopting a temporary 45-day moratorium on land use approvals and building permits on fifteen properties located within the EV/IC district of the EVCSP and again on July 19, 2022, the Council adopted Ordinance No. 2939 extending the moratorium for 10 months and 15 days. If the Council takes no action, the temporary moratorium currently in place will automatically expire on June 7, 2023. The work by staff requires more time to complete, and EIR preparation will require the remainder of this year and likely into Spring 2024. As public comment, Bobby Garrity reiterated his disappointment with the lack of affordable housing in Redlands and he urged the Council to take more immediate steps to support projects intended to fill the need. Jody supported the moratorium and voiced concerns about the traffic and safety impacts from developments near Montessori School. With no further discussion, Mayor Tejeda closed the public hearing.

On motion of Council Member Jenna Guzman-Lowery, seconded by Mayor Pro Tempore Paul Barich, the City Council adopted, by roll call vote, Urgency Ordinance No. 2957, to extend the temporary moratorium related to Ordinance No. 2939 by twelve (12) months in accordance with Government Code Section 65858(a).

Vote: 4 - 0 Passed
Other:  Council Member Denise Davis (RECUSE)

NEW BUSINESS

Engineering & Design Agreement Standby Generators

CC_RFA_May 16, 2023

Redlands Regular Meeting of 06-06-2023

Municipal Utilities and Engineering Director Harris detailed the need for a Professional Services Agreement with Richard Brady & Associates, Inc. to engineer and design standby generators to be constructed at four water facilities. During scheduled and unscheduled power outages, portable generators are used to supply emergency backup power to ensure continuity of operations.

On motion of Council Member Mario Saucedo, seconded by Council Member Jenna Guzman-Lowery, the City Council unanimously determined, by roll call vote, that approval of a Professional Services Agreement with Richard Brady & Associates, Inc. to engineer standby generators for use at four (4) water facilities is exempt from environmental review pursuant to Section 15061(b)(3) of the State's guidelines implementing the California Environmental Quality Act; and approved a Professional Services Agreement with Richard Brady & Associates, Inc. for an amount not-to-exceed $507,549.

Vote: 5 - 0 Passed

Contract Award 2022 Alley Paving Improvement Project

Municipal Utilities and Engineering Director Harris introduced the construction contract with Onyx Paving Company, Inc. for the 2022 Alley Paving Improvement Project for an amount not-to-exceed $2,082,000. The project will resurface twenty-three alleys and will also remove and replace driveways and sidewalks where necessary. Upon completion of this project, which includes paving of two miles of alleys, 1.5 miles of alleys will remain to be paved out of sixteen total miles of the City's alleys.

On motion of Council Member Mario Saucedo, seconded by Council Member Jenna Guzman-Lowery, the City Council unanimously determined, by roll call vote, that approval of the contract and construction of the 2022 Alley Paving Improvement Project is exempt from environmental review in accordance with Section 15301(c) of the State's Guidelines implementing the California Environmental Quality Act; approved the 2022 Alley Paving Improvement Project plans and specifications; and awarded a construction contract to Onyx Paving Company, Inc. for an amount not-to-exceed $2,082,000.

Vote: 5 - 0 Passed

COUNCIL MEMBER ANNOUNCEMENTS AND ACTIVITIES

Mayor Tejeda participated in the Mayor's Prayer Breakfast sponsored by the Redlands Area Interfaith Council.

Mayor Pro Tem Barich attended the Chamber's Rise and Shine meeting, enjoyed the City's Employee Appreciation Grill & Chill event, the Roy Coble Service Award event and the Salvation Army's Prayer for the Hungry, Homeless and Hopeless.

Council Member Davis thanked Council Member Guzman-Lowery for leading the Youth Council last week in their final meeting before a summer hiatus.

Council Member Guzman-Lowery
reminded everyone the Human Relations Commission was
CC_RFA_May 16, 2023

Redlands Regular Meeting of 06-06-2023

sponsoring a health fair scheduled for May 20, 2023, 9-2:00 P.M. at Texonia Park.

ADJOURNMENT

There being no further action required the meeting adjourned at 7:39 P.M. The next regular meeting of the City of Redlands City Council will be held on June 6, 2023.

REDLANDS FINANCING AUTHORITY
Chairperson Tejeda called the meeting to order and offered anyone present the opportunity to address the Board on any subject, not already on the agenda, within the jurisdiction of the Redlands Financing Authority.

PUBLIC COMMENT

None forthcoming

Minutes

On motion of Vice Chair Barich, seconded by Board Member Guzman-Lowery, the minutes of the regular meeting of January 17, 2023 were unanimously approved by roll call vote.

Vote:  5 - 0 Passed

ADJOURNMENT
There being no further business, the Redlands Financing Authority adjourned at 7:40 P.M.  The next regular meeting of the Agency will be held on September 19, 2023.

CC_RFA_May 16, 2023

Redlands Regular Meeting of 06-06-2023

City Council/Successor Agency Meeting J. 2.

DATE: 06/06/2023
TO: Honorable Mayor and City Council Members
SUBJECT: Approve recommendation for an appointment to the Traffic and Parking Commission (Mayor Tejeda)
MOTION:

I move to appoint Carl Davis to serve the remainder of a four-year term on the Traffic and Parking Commission ending December 21, 2025.

RECOMMENDATION:

It is recommended by Mayor Tejeda that the City Council consider this appointment to the Traffic and Parking Commission. Pursuant to the Redlands Municipal Code, appointments to this commission are made by the Mayor and approved by the City Council.

DISCUSSION:

Traffic and Parking Commissioner Marc Tran resigned from the board before the expiration of his term. In April, the City issued a public notice soliciting applications for the Traffic and Parking Commission. The public notice was concurrently aired on Redlands TV and posted on the community bulletin board at the A. K. Smiley Public Library. The local newspapers also received distribution of the public notice. Six (6) new applications were received and one (1) application from a previous notice was submitted for consideration. After reviewing all applications,Carl Davis is recommended to serve the remainder of the four-year term ending on December 21, 2025.

Redlands Regular Meeting of 06-06-2023

The Traffic and Parking Commission consists of six members as follows:

Vacant
Kevin Morningstar
Bill Waddell
Andrew Hoder
Cassie MacDuff
Eric Shamp
Johnathan Ghazal (student)
ALTERNATIVE:

The City Council may choose not to support the recommendation and direct staff to seek further applications for consideration.

SUBMITTED BY:

Janice McConnell, Assistant City Manager
REVIEWED BY:

Charles M. Duggan, Jr., City Manager
PREPARED BY:

Jennifer Macias
Attachments
Traffic Notice
Traffic & Parking Commission Applications May 2023
Redlands Regular Meeting of 06-06-2023

City of

REDLANDS
Incorporated 1888
35 Cajon Street, Redlands, CA 92373
909-798-7510
www.ci.redlands.ca.us

PUBLI C NOTICE
NOTICE IS HEREBY GIVEN that the City Council of the City of Redlands encourages residents to apply for a position on the following commission:

TRAFFIC
AND PARKING COMMISSION - The Traffic and Parking Commission carries on educational activities in traffic matters, supervises the preparation and publication of traffic reports, receives complaints relating to traffic matters, and recommends to the City Council ways and means of improving traffic conditions and the administration and enforcemerit of traffic regulations. This commission also advises the City Council on the development of adequate parking for commercial and retail uses, recommend policies to encourage, develop and support adequate parking within the City, recommend actions for the establishment of long-term parking plans for the City and, in particular, the Downtown Redlands Business Area, and advises the City Council in the administration of resources for the development of parking. The Commission may
also assist other advisory groups such as the Planning Commission in matters relating to parking.

The Traffic and Parking Commission meets bi-monthly on the fourth Thursday of odd-numbered months at 6:00 p.m. Residents interested in applying for the non-salaried position on this commission may request application forms from the City Clerk's Office, City Hall, 35 Cajon Street,
Suite 4, Phone: 798-7510, or by downloading an application from the City's website at www.cityofredlands.org
Deadline for fi
ling applications is May 11, 2023.
ennif M as, Management Analyst
City Manager's Office
City of Redlands, California
04/27/23
Redlands Regular Meeting of 06-06-2023

Traffic and Parking Commission
Redlands Regular Meeting of 06-06-2023

Redlands Regular Meeting of 06-06-2023

Redlands Regular Meeting of 06-06-2023

Redlands Regular Meeting of 06-06-2023

Redlands Regular Meeting of 06-06-2023

Redlands Regular Meeting of 06-06-2023

Redlands Regular Meeting of 06-06-2023

Redlands Regular Meeting of 06-06-2023

City Council/Successor Agency Meeting J. 3.

DATE: 06/06/2023
TO: Honorable Mayor and City Council Members
SUBJECT: Authorize issuance of a proclamation recognizing the 50th Anniversary of the Friends of A.K. Smiley Public Library (Mayor Tejeda and Mayor Pro Tem Barich)
MOTION:

I move to authorize issuance of a proclamation recognizing the 50th Anniversary of the Friends of A.K. Smiley Public Library.

Attachments
Proclamation -50th Anniversary Friends of AK Smiley
Redlands Regular Meeting of 06-06-2023

PROCLAMATION
50th Anniversary of Friends of A.I(. Smiley Public Library WHEREAS, The Friends of A.K. Smiley Public Library, a 501(c)(3) organization which exists to support the A.K. Smiley Public Library, was founded 50 years ago in June 1973; and WHEREAS, the A.K. Smiley Public Library is one of the jewels of the City of Redlands and a resource for all who live here; and
WHEREAS, the financial health of the Smiley Library ensures that a much loved and rich resource is available to Redlands residents; and
WHEREAS, the Friends of A.K. Smiley Public Library have raised funds for the Library for 50 years through proceeds from the Friends Bookstore, located in the basement of the Library, as well as through the Friends' monthly Bag Sales and special sales throughout the year; WHEREAS, the Friends of A.K. Smiley Public Library have been robust supporters of the Library's Adult Literacy Center through the funds they raise; and WHEREAS, the Friends are composed of Redlands' residents who give of their time, talent, and treasure to ensure that their beloved Library remains strong both in the present and into the future; and
WHEREAS, The Friends recognize A.K. Smiley Public Library, provides access to services in addition to its rich collection of books and artifacts to assist the residents of Redlands with building and sustaining their lives;
NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Redlands does
hereby recognize Friends of A.K. Smiley Public Library for its 50th anniversary and encourages all citizens to contribute their time, talent, and treasure to enable the Friends in their support of the Library.

IN WITNESS WHEREOF, we hereunto affix our signatures and Official Seal of the City of Redlands on this 6th day of June 2023.

Eddie Tejeda, Mayor
Paul Barich, Mayor Pro Tern
Attest:

Jeanne Donaldson, City Clerk
Redlands Regular Meeting of 06-06-2023

City Council/Successor Agency Meeting J. 4.

DATE: 06/06/2023
TO: Honorable Mayor and City Council Members
SUBJECT: Authorize issuance of a proclamation recognizing June 2023 as Pride Month (Council Member Davis and Council Member
Guzman-Lowery)
MOTION:

I move to authorize the issuance of a proclamation recognizing June 2023 as Pride Month.

Attachments
Proclamation - Pride Month 2023
Redlands Regular Meeting of 06-06-2023

Redlands Regular Meeting of 06-06-2023

City Council/Successor Agency Meeting J. 5.

DATE: 06/06/2023
TO: Honorable Mayor and City Council Members
SUBJECT: Disclosure and Approval of Settlement Agreement and General Release – Laurel Falconieri and Leslie Martinez; San Bernardino County Superior Court Case No. CIVSB 2114106 (City Attorney Garcia)

DISCUSSION:

Attached is a copy of the "Settlement Agreement and General Release," which reflects the terms and conditions for settlement of the above-mentioned litigation as authorized by the City Council and City Attorney. In accordance with the City's Municipal Code, and following the spirit of the Brown Act, this matter is on your agenda to notify the public of the settlement negotiated by the City, to approve the Agreement and authorize the City Manager to execute the Agreement.

SUBMITTED BY:

Yvette M. Abich Garcia, City Attorney
REVIEWED BY:

Charles M. Duggan, Jr., City Manager
Janice McConnell, Assistant City Manager
Danielle Garcia, Management Services/Finance Director

Attachments
Settlement Agreement
Redlands Regular Meeting of 06-06-2023

Redlands Regular Meeting of 06-06-2023

Redlands Regular Meeting of 06-06-2023

Redlands Regular Meeting of 06-06-2023

Redlands Regular Meeting of 06-06-2023

Redlands Regular Meeting of 06-06-2023

Redlands Regular Meeting of 06-06-2023

Redlands Regular Meeting of 06-06-2023

Redlands Regular Meeting of 06-06-2023

Redlands Regular Meeting of 06-06-2023

City Council/Successor Agency Meeting J. 6.

DATE: 06/06/2023
TO: Honorable Mayor and City Council Members
SUBJECT: Approve a three-year agreement with Policy Confluence, Inc. for the annual community benchmark survey for an amount not to exceed $68,566 (Assistant City Manager McConnell)
MOTION(S):

If the City Council determines that staff’s recommendation is appropriate, the following motion is provided:

I move that the City Council approve a three-year agreement with Policy Confluence, Inc. for the annual community benchmark survey for an amount not to exceed $68,566.

RECOMMENDATION:

Staff recommends the City Council approve a three-year agreement with Policy Confluence, Inc. for the annual community benchmark survey for an amount not to exceed $68,566.

DISCUSSION:

In July 2021, as part of a multifaceted approach toward the development of a strategic vision for Redlands, the City Manager's Office contracted with Policy Confluence, Inc. dba Polco to conduct a community-wide survey. The survey instrument, known as the National Community Survey (the NCS), includes standard questions for measuring resident satisfaction levels and perceptions about the quality of local government services and four custom questions. The standardized portions of the NCS allow Polco to provide benchmark comparisons to any of the hundreds of communities that have conducted the survey. The NCS is the only resident survey tool endorsed by the International City/County Management Association (ICMA) and the National League of Cities.

The results of the 2021 NCS were presented to the City Council in November Redlands Regular Meeting of 06-06-2023

The results of the 2021 NCS were presented to the City Council in November 2021.

In February 2022, the City again contracted with Polco to conduct the 2022 NCS. In an identical manner to the 2021 NCS, in early September 2022, the survey instrument was distributed to a randomly selected sample of Redlands residents, representative of the City's demographics, and spread equitably among each of the five City Council election districts. The results of the 2022 NCS were presented to the City Council in January 2023.

In order to continue to gauge Redlands' residents' satisfaction levels and perceptions of the quality of governmental services and quality of life in Redlands, staff is recommending the City continue its partnership with Polco as a sole source for an additional three-year term. The continued usage of Polco's NCS will enable a direct annual comparison between 2021 and 2025 as each survey will ask identical questions. As a result, and at the conclusion of the five-year term, Council and staff will have five years' worth of comparative data to determine if positive or negative perceptions about Redlands are trends or momentary snapshots of opinions.

ALTERNATIVES:

City Council may elect not to enter into a three-year agreement with Policy Confluence, Inc. for the annual community benchmark survey.

STRATEGIC PLAN:

Supports Priority C - Equity and Inclusion
SUBMITTED BY:

Janice McConnell, Assistant City Manager
RECOMMENDED BY:

Charles M. Duggan Jr., City Manager
REVIEWED BY:

Yvette M. Abich Garcia, City Attorney
Danielle Garcia, Management Services/Finance Director
Carl Baker, Public Information Officer
Dana Abramovitz-Daniel, Procurement Manager
PREPARED BY:

Ross Wittman, Project Manager
Redlands Regular Meeting of 06-06-2023

Fiscal Impact
Fiscal Year: 2023-2024
Revenue Generating: N
Appropriation Required Y/N: N
Amount: $22,400
Budgeted Y/N: Y
Account No.: 101121
Discussion:

The first year of the three-year agreement with Polco has been included in the FY2023-2024 budget.

Fiscal Year: 2024-2025
Revenue Generating: N
Appropriation Required Y/N: N
Amount: $22,740
Budgeted Y/N: N
Account No.: 101121
Discussion:

Funding for the second year of the three-year agreement will be included during the FY2024-2025 and FY2025-2026 budget cycle.

Fiscal Year: 2025-2026
Revenue Generating: N
Appropriation Required Y/N: N
Amount: $23,426
Budgeted Y/N: N
Account No.: 101121
Discussion:

Funding for the third year of the three-year agreement will be included during the FY2024-2025 and FY2025-2026 budget cycle.

Attachments
2023-2025 Polco Quote
Polco Agreement
Redlands Regular Meeting of 06-06-2023

Redlands, CA | 2023-2026
Quote created: April 18, 2023 Reference: 20230419-024410974 Redlands, CA
35 Cajon Street, 35 Cajon Street
Redlands, CA 92373
United States

Ross Wittman
[email protected]
+1 (909) 798-7510

Products & Services
Engage Module (all) + Assess Module (50K- 100K Population) - 2023 NCS
The National Community Survey® (The NCS®): The nation’s most trusted community assessment of resident opinion.
1 x  $17,000.00 / 3 years
for 3 years
Engage Module (all) + Assess Module (50K-100K Population) - 2024 NCS
The National Community Survey® (The NCS®): The nation’s most trusted community assessment of resident opinion.
1 x  $17,340.00 / 3 years
for 3 years
Comments
Alec Vice - Account Executive Polco
Redlands Regular Meeting of 06-06-2023

Engage Module (all) + Assess Module (50K-100K Population) - 2025 NCS
The National Community Survey® (The NCS®): The nation’s most trusted community assessment of resident opinion.
1 x  $18,026.00 / 3 years
for 3 years
1/2 Page of Custom Questions
- 2023,2024,2025 NCS
As The NCS is a comprehensive survey we suggest not adding custom questions to minimize respondent burden and recommend asking custom questions in a separate survey on Polco. However, we recognize that while you are making this larger effort to get input from your residents you may want to add a few custom items. This is not included in the Polco Performance plan, but can be added. 3 x  $1,800.00 / 3 years
for 3 years
Spanish Translation of Benchmark Survey
- 2023,2024,2025 NCS
Polco will provide a Spanish translation of your survey and publish it online for Spanish speaking respondents. Survey invitations will provide a URL and Spanish language instructions for completing the Spanish survey online. 3 x  $1,200.00 / 3 years
for 3 years
Remote Presentation of Results
- 2023,2024,2025 NCS
A senior Polco staff member will make one presentation of survey results to staff, Council, Boards, or other appropriate groups. This will be conducted on Zoom or another appropriate technology (that is feasible for both parties and suits the purpose). For this presentation, we use Microsoft® PowerPoint or Google Slides as a visual aid and a copy of the slideshow is shared with your staff for internal use. 3 x  $2,400.00 / 3 years
for 3 years
Per three years subtotal $68,566.00
Total $68,566.00
T his quote expires on June 10, 2023
Purchase terms
Redlands Regular Meeting of 06-06-2023

Questions? Contact me
Alec Vice
Account Executive
[email protected]
+16084694467

Polco
8001 Terrace Ave Ste 201
Middleton WI 53562
US
Redlands Regular Meeting of 06-06-2023

1 I:\cmo\Agreements\Polco Professional Services Contract FY22-0160.doc-la

AGREEMENT TO PERFORM PROFESSIONAL SERVICES

This agreement for the provision of community benchmark and engagement ser vices (“Agreement”) is mad e and entered in this 6th day of Ju ne, 2023 (“Effective Date”), by and between the City of Redlan ds, a municip al corporation (“Ci ty”) and Policy Confluence, Inc. , a Delaware corporation (“Consultant”). City and Consultant are sometimes individually referred to herein as a “Party” and, together, as the “Parties.” In consideration of the mutual promis es contained herein, City and Consultant agree as follows:

ARTICLE 1 – ENGAGEMENT OF CONSULTANT

1.1 City hereby engages Consultant to provide community benchmark and engagement services for City (the “Services”).

1.2 The Services shall be performed by Consultant in a professional manner, and Consultant represents that it h as the skill and the professional expertise necessary to provide the Services to City at a level of competency presently maintained by other practicing professional consultants in the industry providing like and similar types of Services.

ARTICLE 2 – SERVICES OF CONSULTANT

2.1 The Servi ces that Consultant shall perform are more particularly described in Exhibit “A,” titled “Scope of Servi ces,” which is attached hereto and incorporated herein by this reference.

2.2 Consultant shall comply wi th applicable federal, state and local laws and regulati ons in the performance of this A greement including, but not limited to, any applicable State prevailing wage laws.

ARTICLE 3 – RESPONSIBILITIES OF CITY

3.1 City designates Car l Baker, Public Informa tion Office r, as City’s rep resentative with respect to performance of the Services, and such person shall have the authority to transmit instructions, receive information, interpret and define City’s policies and decisions with respect to performance of the Services.

ARTICLE 4 – PERFORMANCE OF SERVICES

4.1 Consultant shall perform and complete the Services in a prompt and diligent manner in accordance with the description set forth in Exhibit “A,” titled “Products & Services,” which is attached hereto and incorporated herein by reference.

4.2 The term of this Agreement shall be for a period of three (3 ) years commencing as of the Effective Date unless terminated earlier as provided herein.

Redlands Regular Meeting of 06-06-2023

2 I:\cmo\Agreements\Polco Professional Services Contract FY22-0160.doc-la

4.3 If Consultant’s Services include deliverable electronic visual presentation materials, such materials shall be delivered in a form, and made available to City, consistent with City Council-adopted policy for the same. It shall be the obligation of Consultant to obtain a copy of such policy from City staff.

ARTICLE 5 – PAYMENTS TO CONSULTANT

5.1 T
he total compensation for Consultant’s performance of the Services shall not exceed the amount of [sixty-eight thousand, five-hundred, sixty-six dollars] ($68,566). City shall pay C
onsultant on a time an d mater ials basis up to the not to exceed amount in accordance with Exhibit “A,” titled ( “Products & Services”) which is attached he reto and incorporated herein by reference.

5.2 C
onsultant s hall submit monthly invoices to City describing the Services perfo rmed during the preceding month. Consultant’s invoices shall include a brief description of the Services performed, the dates the Services were performed, the number of hours spent and by whom, and a descri ption of reimbursable expenses related to the Services. City shall pay Consultant no later than thirty (30) days after receipt and approval by City of Consultant’s invoice.

5.3 A
ny notice or other communication required, or which may be given, pursuant to this Agreement, shall be in writing. Any such notice shall be deemed delivered (i) on the date of delivery in person; (ii) five (5) days after deposit in first class registered mail, with return receipt requested; (iii) on the actual deliv ery date if depo sited with an overnight courier; or (iv) on the da te sent by facsimile or electronic mail transmission (including PDF), if confirmed with a copy sent contemporaneously by first class, certified, registered or express mail; in each case prop erly posted and fully prepaid to the appropriate address set forth below, or such other address as a Party may provide notice in accordance with this section:

CITY: CONSULTANT:

City Clerk Meghan Ruble
City of Redlands Policy Confluence, Inc., dba Polco
35 Cajon Street 8001 Terrace Ave., Suite 201
P.O. Box 3005 (mailing) Middleton, WI. 53562
Redlands, CA 92373 [email protected]
[email protected] Phone: (858) 295-3872
Phone: (909) 798-7531 Fax: (303) 444-1145
ARTICLE 6 – INSURANCE AND INDEMNIFICATION

6.1 T
he following insurance coverage requi red by this Agreement shall be maintained by Consultant for the duration of its performance of the Services. Consultant shall not perform any Services unless and until the required insurance listed below is obtained by Consultant. Consultant shall provide City with certificates of insurance and endorsements Redlands Regular Meeting of 06-06-2023

3 I:\cmo\Agreements\Polco Professional Services Contract FY22-0160.doc-la evidencing such insurance prior to commencement of the Services. Insurance policies shall include a provision prohibiting cancellation or modification of the policy except upon thirty (30) days prior written notice to City.

A. Workers’ Compensation and Employer’s Liability insurance in the amount that meets statutory requirements with an insurance carrier acceptable to City, or certification to City that Consultant is self -insured or exempt from the w orkers’ compensation laws of the St ate of Californi a. Consultant shall execute and provide City with Exhibit “A,” titled “Workers’ Compensation Insurance Certification,” which is attached hereto and incorporated herein by this reference, prior to performance of the Services.

B. Comprehensive General L iability insurance with carriers acceptable to City in the minimum amount of One Million Dollars ($1,000,000) per occurrence and Two Million Dollars ($2,000,000) aggregate , for public liability, prope rty damage and personal injury is required. City shall be named as an additional insured and such insurance shall be primary and non- contributing to any insurance or self -insurance maintained by City.

C. Consultant shall secure and maintain professi onal liability insur ance throughout the term of this A greement in the amount of One Million Dollars ($1,000,000) per claim made.

D. Business Auto L iability coverage, with minimum limits of One Million Dollars ($1,000,000) per occurrence, combined single limit bodily injury liability and property damage liability. This coverage shall include all Consultant owned vehicles used in connection with Consultant’s provision of the Services, hired and non-owned vehicles, and employee non-ownership vehicles. City shall be named as an addi tional insured and such insurance shall be primary and non-contributing to any insurance or self-insurance maintained by City.

E. Consultant is expressly prohibited from assigning or subcontracting any of the Services without the prior w ritten consent of City. I n the event of mutual agreem ent by the Parties to assign or subcontract a portion of the Services, Consultant shall add such assignee or subcontractor as an additional insured to the insurance policies required hereby and provide City with the insur ance endorsements prior to any Services being performed by the assignee or subcontractor.

6.2 Consultant shall defend, indemnify and hold harmless City and its elected and appointed officials, employees and agents from and against any and all cl aims, losses or liability, including attorneys’ fees, arising from injury or death to persons or damage to property occasioned by any negligent act or omission by, or the willful misconduct of, Consultant, or its officers, employees and agents in performing the Services.

Redlands Regular Meeting of 06-06-2023

4 I:\cmo\Agreements\Polco Professional Services Contract FY22-0160.doc-la ARTICLE 7 – CONFLICTS OF INTEREST

7.1 Consultant covenants and represents that it does not have any investment or interest in any real property that may be the subject of this Agreement or any other source of income, interest in real propert y or inve stment that would be affected in any manner or degree by the performance of Consultant’s Services. Consultant further covenants and represents that in the performance of its duties hereunder, no person having any such interest shall perform any Services under this Agreement.

7.2 Consultant agree s it is not a designated employee within the meaning of the Political Reform Act because Consultant:

A. Does not make a governmental decision whether to:

(i) approve a rate, rule or regulation, or adopt or enforce a City law; (ii) issue, deny, suspend or revoke any City permit, license, application, certification, approval, order or similar authorization or entitlement; (iii) authorize City to enter into, modify or renew a contract; (iv) grant City approval to a contract that requires City approval and to which City is a party, or to the specifications for such a contract; (v) grant City approval to a plan, design, report, study or similar item; (vi) adopt, or grant City approval of, policies, standards or guidelin es for City or for any subdivision thereof.

B. Does not serve in a staff capacity with City and in that capacity, participate in making a governmental decision or otherwise perform the same or substantially the same duties for City that would otherw ise be performed by an individual holding a position specified in City’s Conflict of I nterest Code under Government Code section 87302.

7.3 In the event City determines that Consultant must disclose its financial interests, Consultant shall c omplete and file a Fair Political Practices Commission Form 700, Statement of Economic Interests , with the City Clerk’s office pursuant to the written instructions provided by the City Clerk.

ARTICLE 8 – GENERAL CONSIDERATIONS

8.1 In the event any action is commenced to enforce or interpret any of the terms or conditions of this Agreement the prevailing Party shall, in addition to any costs and other relief, be entitled to the recovery of its reasonable attorneys’ fees, including fees for the use of in-house counsel by a Party.

8.2 Consultant shall not assign any of the Services, except with the prior written approval of City and in s trict compliance with the terms and conditions of this Agreement. Any assignment or attempted assignment without such prior written consent may, in the so le discretion of City, result in City’s immediate termination of this Agreement.

Redlands Regular Meeting of 06-06-2023

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8.3 Consultant is for all purposes under this Agreement an independent contractor and shall perform the Services as an independent contractor . Neither City nor any its agents shall have control over the conduct of Consultant or Consultant’s employees, except as herein set forth. Consultant shall supply all necessary tools and instrumentalities required to perform the Services. Assigned personnel employed by Consulta nt are fo r its account only, and in no event shall Consultant or personnel retained by it be deemed to have been employed by City or engaged by City for the account of, or on behalf of City. Consultant shall have no authority, express or implied, t o act on behalf o f City in any capacity whatsoever as an agent, nor shall Consultant have any authority, express or implied, to bind City to any obligation.

8.4 This Agreement may be terminated by City, in its sole discretion, by providing not less than five (5) days prior written notice to Consultant of City’s intent to termin ate. If this Agreement is terminated by City, an adjustment to Consultant’s compensation shall be made, but (1) no amount shall be allowed for anticipated profit or unperformed S ervices, and (2) any payment d ue Consultant at the time of te rmination may be adjusted to the extent of any additional costs to City occasioned by any default by Consultant. Upon receipt of a termination notice , Consultant shall immediately discontinue its provision of the Services and, within five (5) days of the date of the term ination notice, deliver or otherwise make available to City, copies (in both hard copy and electronic form, where applicable) of project related data, design calculations, drawings, spec ifications, reports, estimates, summaries and such oth er information a nd materials as may have been accumulated by Consultant in performing the Services. Consultant shall be compensated on a pro-rata basis for Services completed up to the date of termination.

8.5 Consultant shall maintain books, ledgers, invoices , accounts and other records and documents evidencing costs and expenses related to the Services for a period of three (3) years, or for any longer period required by law, from the date of final payment to Consultant pursuant to this Agreement. Such books shall be available at reasonable times for examination by City at the office of Consultant.

8.6 This Agreement, including the Exhibits incorporated herein by reference, represents the entire agreement and underst anding be tween the Parties as to the matters contained herein, and any prior negotiations, written proposals or verbal agreements relating to such matters are superseded by this Agreement. Except as otherwise provided for herein, any amendment to this Agre ement shall be in writing, approved by City and signed by City and Consultant.

8.7 This Agreement shall be governed by and construed in accordance with the laws of the State of California , without regard to its conflicts of laws provisions. The Partie s agree that all action s or proceedings arising in connection with thi s Agreement shall be tried and litigated only in the state courts located in San Bernardino County, California, and the federal courts located in Riverside County, California.

Redlands Regular Meeting of 06-06-2023

6 I:\cmo\Agreements\Polco Professional Services Contract FY22-0160.doc-la

8.8 If one or more of the sent ences, clauses, paragraphs or section s contained in t his Agreement is declared invalid, void or unenforceable by a court of competent jurisdiction, the same shall be deemed severable from the remainder of this Agreement and shall not affec t, impair or inva lidate the remaining sentences, claus es, paragraphs o r sections contained herein, unless to do so would deprive a Party of a material benefit of its bargain under this Agreement.

IN WITNESS WHEREOF, duly authorized representatives of City and Consultant have signed in confirmation of this Agreement.

CITY OF REDLANDS POLICY CONFLUENCE, INC.

By: ___________________________ By: _________________________ Eddie Tejeda, Mayor Meghan Ruble, VP - Customer
Experience

ATTEST:

___________________________
Jeanne Donaldson, City Clerk

Redlands Regular Meeting of 06-06-2023

7 I:\cmo\Agreements\Polco Professional Services Contract FY22-0160.doc-la EXHIBIT "A"

SCOPE OF SERVICES

Redlands Regular Meeting of 06-06-2023

8 I:\cmo\Agreements\Polco Professional Services Contract FY22-0160.doc-la

Redlands Regular Meeting of 06-06-2023

9 I:\cmo\Agreements\Polco Professional Services Contract FY22-0160.doc-la EXHIBIT "B"

WORKERS’ COMPENSATION INSURANCE CERTIFICATION

Every employer, except the State, shall secure the payment of compensation in one or more of the following ways:

(a) By being insur ed against liability to pay compensation by one or more insurer s duly authorized to write compensation insurance in this State. (b) By securing from the Director of Industrial Relations , a certificate of consent to self-insure, either as an individual employe r, or as one emp loyer in a group of employers, which may be given upon furnishing proof satisfactory to the Director of Industrial Relations of ability to self -insure and to pay any compen sation that may become due to his or her employees.

CHECK ONE

_____I am aware of the provisions of Section 3700 of the Labor Code which requires every employer to be insured against liability for Workers’ Compensation or to undertake self - insurance in accordance with the provisions of that Code, and I will comply with s uch provisions before commencing the performance of the work and activities required or permitted under this Agreement. (Labor Code §1861).

_____I affirm that at all times , in performing the work and activities required or permitted under this Agreement, I shall not emp loy any person in any manner such that I become subject to the workers’ compensation laws of California. However, at any time, if I employ any person such that I become sub ject to the workers’ compensation laws of California, immediately I sh all provide the City with a certificate of consent to self -insure, or a certification of workers’ compensation insurance.

I certify under penalty of perjury under the laws of the State of California that the information and representations made in this certificate are true and correct.

VENDOR

By: Date: ___________________
Meghan Ruble, VP – Customer Experience

Redlands Regular Meeting of 06-06-2023

City Council/Successor Agency Meeting J. 7.

DATE: 06/06/2023
TO: Honorable Mayor and City Council Members
SUBJECT: Approve the agreement with Gallagher Benefit Services for Executive Professional Recruitment Services to provide recruitment services for executive and management position vacancies for the period of June 6, 2023, through June 30, 2026, with two optional one-year extensions for a total not to exceed amount of $100,000 (Assistant City Manager McConnell)
MOTION(S):

If the City Council determines that staff’s recommendation is appropriate, the following motion is provided:

I move to approve a three-year agreement with Gallagher Benefit Services to provide recruitment services for executive and management position vacancies for the period of June 6, 2023, through June 30, 2026, with two optional one-year extensions.

RECOMMENDATION:

Staff recommends that Council approve the agreement with Gallagher Benefit Services for executive and management recruitment services.

DISCUSSION:

Historically, the search for executive positions has been conducted by an executive search firm. The recruitment process generally takes 12-16 weeks to complete. The executive search firm prepares a recruitment brochure, conducts a marketing campaign through a variety of mediums, screens applications, conducts preliminary interviews and reference checks, and recommends qualified candidates to the City Manager. Once a preferred candidate is identified, the recruiter can assist with contract negotiations and finalize the hire.

On March 8, 2023, Human Resources issued a Request for Proposals (RFP) to Redlands Regular Meeting of 06-06-2023

On March 8, 2023, Human Resources issued a Request for Proposals (RFP) to solicit a qualified executive search firm on an as-needed basis to perform recruitment services for executive and management positions. As part of the RFP process, staff developed and circulated an RFP seeking, among other matters, qualifications, pricing, and a timeline for completion of an executive search.

The RFP was posted on Planet Bids and seven firms responded: Gallagher Benefits Services, Ralph Anderson & Associates, Spirit Consulting, Stafford HR Consulting, R.L. Klein & Associates, WBCP, and Alliance Resources Consulting.

Staff recommends that the City Council select Gallagher Benefit Services.

Gallagher Benefit Services has over 37 years of recruitment experience in the public sector, has strong references from cities and counties throughout California, promotes a client driven process for selecting the top candidate, and commits to successfully completing the recruitment process within 12-14 weeks.

ALTERNATIVES:

The Council may decide not to approve the agreement and provide alternate direction to staff.

STRATEGIC PLAN:

N/A
SUBMITTED BY:

Janice McConnell, Assistant City Manager
RECOMMENDED BY:

Charles M. Duggan Jr., City Manager
REVIEWED BY:

Yvette M. Abich Garcia, City Attorney
Tommi Ng, Assistant Director, HR/Risk Management
Dana Abramovitz-Daniel, Purchasing Services Manager
PREPARED BY:

Elizabeth Marin, HR Manager
Fiscal Impact
Fiscal Year: FY 2023-24
Revenue Generating: No
Appropriation Required Y/N: No
Redlands Regular Meeting of 06-06-2023

Budgeted Y/N: Yes
Discussion:

The cost for each recruitment will not exceed $25,000. The determination to utilize the services of the search firm will be dependent upon available budgeted funds in the department with which the vacancy exists.

Attachments
Agreement
Fee proposal
Proposal
Redlands Regular Meeting of 06-06-2023

1 C:\Users\I:\cmo\Agreements\Gallagher Benefit Services FY22-0166.docx - AE

AGREEMENT TO PERFORM PROFESSIONAL SERVICES

This agreement for the provision of Executive Recruitment Services (“Agreement”) is made and entered in this 6 th day of June , 2023 (“Effective Date”), by and between the City of Redlands, a municipal corporation (“City”) and Gallagher Benefit Services, Inc., a Delaware corporation (“Consultant”). City and Consultant are sometimes individually referred to herein as a “Party” and, together, as the “Parties.” In consideration of the mutual promises contained herein, City and Consultant agree as follows:

ARTICLE 1 – ENGAGEMENT OF CONSULTANT

1.1 City hereby engages Consultant to provide Executive Recruitment services for City (the “Services”).

1.2 The Services shall be performed by Consultant in a professional manner, and Consultant represents that it has the skill an d the professional expertise necessary to provide the Services to City at a level of competency presently maintained by other practicing professional consultants in the industry providing like and similar types of Services.

ARTICLE 2 – SERVICES OF CONSULTANT

2.1 The Services that Consultant shall perform are more particularly described in Exhibit “A,” titled “Scope of Services,” which is attached hereto and incorporated herein by this reference.

2.2 Consultant shall comply with applicable federal, state and local laws and regulations in the performance of this Agreement including, but not limited to, any applicable State prevailing wage laws.

ARTICLE 3 – RESPONSIBILITIES OF CITY

3.1 City designates Tommi Ng, Assistant Director of Human Resources/Risk Management, as City’s representative with respect to performance of the Services, and such person shall have the authority to transmit instructions, receive information, interpret and define City’s policies and decisions with respect to performance of the Services.

ARTICLE 4 – PERFORMANCE OF SERVICES

4.1 Consultant shall perform and complete the Services in a prompt and diligent in accordance with the schedule set forth in Exhibit “B,” which is attached hereto and incorporated herein by reference.

4.2 The term of this Agreement shall be for a period of three (3) years from June 6, 2023 through June 30, 2026 (the “Initial Term”). The City shall have the option to extend the Initial Term of this Agreement by two (2) additional one-year terms (each, an “Extended Redlands Regular Meeting of 06-06-2023

2 C:\Users\I:\cmo\Agreements\Gallagher Benefit Services FY22-0166.docx - AE

Term”), on the same terms and conditions, by providing written notice to Consultant at least thirty (30) days prior to the expiration of the Initial Term or any Extended Term.

4.3 If Consultant’s Services include deliverable electronic visual presentation materials, such materials shall be delivered in a form, and made available to City, consistent with City Council-adopted policy for the same. It shall be the obligation of Consultant to obtain a copy of such policy from City staff.

ARTICLE 5 – PAYMENTS TO CONSULTANT

5.1 Total compensation for Consultant’s performance of the Services shall not exceed the amount of one hundred thousand dollars ($100,000) per calendar year. City shall pay Consultant on a time and materials basis up to the not to exceed amount in accordance with Exhibit “C,” titled (“Fee Schedule Title”) which is attached hereto and incorporated herein by reference.

5.2 Consultant shall submit monthly invoices to City describing the Services performed during the preceding month. Consultant’s invoices shall include a brief description of the Services performed, the dates the Services were performed, the number of hours spent and by whom, and a description of reimbursable expenses related to the Services. City shall pay Consultant no later than thirty (30) days after receipt and approval by City of Consultant’s invoice.

5.3 Any notice or other communication required, or which may be given, pursuant to this Agreement, shall be in writing. Any such notice shall be deemed delivered (i) on the date of delivery in person; (ii) five (5) days after deposit in first class registered mail, with return receipt requested; (iii) on the actual delivery date if deposited with an overnight courier; or (iv) on the date sent by facsimile or electronic mail transmission (including PDF), if confirmed with a copy sent contemporaneously by first class, certified, registered or express mail; in each case properly posted and fully prepaid to the appropriate address set forth below, or such other address as a Party may provide notice in accordance with this section:

CITY: CONSULTANT:

City Clerk Frank Rojas, Recruitment Manager
City of Redlands Gallagher Benefit Services, Inc.
35 Cajon Street 2835 Seventh Street
P.O. Box 3005 (mailing) Berkeley, CA 94710
Redlands, CA 92373 [email protected]
[email protected] Phone: 510.495.0448
Phone: (909) 798-7531 Fax: None

Redlands Regular Meeting of 06-06-2023

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ARTICLE 6 – INSURANCE AND INDEMNIFICATION

6.1 The following insurance coverage required by this Agreement shall be maintained by Consultant for the duration of its performance of the Services. Consultant shall not perform any Services unless and until the required insurance listed below is obtained by Consultant.

Consultant shall provide City with certificates of insurance and endorsements evidencing such insurance prior to commencement of the Services. A ny cancelled or non- renewed policy will be replaced with no coverage gap and a current Certificate of Insurance will be provided to the City.

A. Workers’ Compensation and Employer’s Liability insurance in the amount that meets statutory requirements with an insurance carrier acceptable to City, or certification to City that Consultant is self-insured or exempt from the workers’ compensation laws of the State of California. Consultant shall execute and provide City with Exhibit “ D ,”
titled, “Workers’ Compensation Insurance Certification,” which is attached hereto and incorporated herein by this reference, prior to performance of the Services.

B. Comprehensive General Liability insurance with carriers acceptable to City in the minimum amount of One Million Dollars ($1,000,000) per occurrence and Two Million Dollars ($2,000,000) aggregate, for public liability, property damage and personal injury is required. City shall be named as an additional insured and such insurance shall be primary and non-contributing to any insurance or self-insurance maintained by City.

C. Consultant shall secure and maintain professional liability insurance throughout the term of this Agreement in the amount of One Million Dollars ($1,000,000) per claim made.

D. Business Auto Liability coverage, with minimum limits of One Million Dollars ($1,000,000) per occurrence, combined single limit bodily injury liability and property damage liability. This coverage shall include all Consultant owned vehicles used in connection with Consultant’s provision of the Services, hired and non-owned vehicles, and employee non-ownership vehicles.

E. Consultant is expressly prohibited from assigning or subcontracting any of the Services without the prior written consent of City. In the event of mutual agreement by the Parties to assign or subcontract a portion of the Services, Consultant shall add such assignee as an additional insured to the insurance policies required hereby and provide City with the insurance endorsements prior to any Services being performed by the assignee or subcontractor.

6.2 Consultant shall defend, indemnify and hold harmless City and its elected and appointed officials, employees and agents from and against any and all claims, losses or liability, including attorneys’ fees, arising from injury or death to persons or damage to property occasioned by any negligent act or omission by, or the willful misconduct of, Consultant, or its officers, employees and agents in performing the Services. Notwithstanding anything Redlands Regular Meeting of 06-06-2023

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to the contrary in this agreement, consultant shall not be liable for any special, indirect, consequential, lost profits, or punitive damages sustained or incurred in connection with this agreement, whether or not such damages are foreseeable.

ARTICLE 7 – CONFLICTS OF INTEREST

7.1 Consultant covenants and represents that it does not have any investment or interest in any real property that may be the subject of this Agreement or any other source of income, interest in real property or investment that would be affected in any manner or degree by the performance of Consultant’s Services. Consultant further covenants and represents that in the performance of its duties hereunder, no person having any such interest shall perform any Services under this Agreement.

7.2 Consultant agrees it is not a designated employee within the meaning of the Political Reform Act because Consultant:

A. Does not make a governmental decision whether to:

(i) approve a rate, rule or regulation, or adopt or enforce a City law; (ii) issue, deny, suspend or revoke any City permit, license, application, certification, approval, order or similar authorization or entitlement; (iii) authorize City to enter into, modify or renew a contract; (iv) grant City approval to a contract that requires City approval and to which City is a party, or to the specifications for such a contract; (v) grant City approval to a plan, design, report, study or similar item; (vi) adopt, or grant City approval of, policies, standards or guidelines for City or for any subdivision thereof.

B. Does not serve in a staff capacity with City and in that capacity, participate in making a governmental decision or otherwise perform the same or substantially the same duties for City that would otherwise be performed by an individual holding a position specified in City’s Conflict of Interest Code under Government Code section 87302.

7.3 In the event City determines that Consultant must disclose its financial interests, Consultant shall complete and file a Fair Political Practices Commission Form 700, Statement of Economic Interests, with the City Clerk’s office pursuant to the written instructions provided by the City Clerk.

ARTICLE 8 – GENERAL CONSIDERATIONS

8.1 In the event any action is commenced to enforce or interpret any of the terms or conditions of this Agreement the prevailing Party shall, in addition to any costs and other relief, be Redlands Regular Meeting of 06-06-2023

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entitled to the recovery of its reasonable attorneys’ fees, including fees for the use of in- house counsel by a Party.

8.2 Consultant shall not assign any of the Services, except with the prior written approval of City and in strict compliance with the terms and conditions of this Agreement. Any assignment or attempted assignment without such prior written consent may, in the sole discretion of City, result in City’s immediate termination of this Agreement.

8.3 Consultant is for all purposes under this Agreement an independent contractor and shall perform the Services as an independent contractor. Neither City nor any its agents shall have control over the conduct of Consultant or Consultant’s employees, except as herein set forth. Consultant shall supply all necessary tools and instruments required to perform the Services. Assigned personnel employed by Consultant are for its account only, and in no event shall Consultant or personnel retained by it be deemed to have been employed by City or engaged by City for the account of, or on behalf of City. Consultant shall have no authority, express or implied, to act on behalf of City in any capacity whatsoever as an agent, nor shall Consultant have any authority, express or implied, to bind City to any obligation.

8.4 This Agreement may be terminated by City, in its sole discretion, by providing not less than five (5) days prior written notice to Consultant of City’s intent to terminate. If this Agreement is terminated by City, an adjustment to Consultant’s compensation shall be made, but (1) no amount shall be allowed for anticipated profit or unperformed Services, and (2) any payment due Consultant at the time of termination may be adjusted to the extent of any additional costs to City occasioned by any default by Consultant. Upon receipt of a termination notice, Consultant shall immediately discontinue its provision of the Services and, within five (5) days of the date of the termination notice, deliver or otherwise make available to City, copies (in both hard copy and electronic form, where applicable) of project related data, design calculati ons, drawings, specifications, reports, estimates, summaries and such other information and materials as may have been accumulated by Consultant in performing the Services. Consultant shall be compensated on a pro-rata basis for Services completed up to the date of termination.

8.5 Consultant shall maintain books, ledgers, invoices, accounts and other records and documents evidencing costs and expenses related to the Services for a period of three (3) years, or for any longer period required by law, from the date of final payment to Consultant pursuant to this Agreement. Such books shall be available at reasonable times for examination by City at the office of Consultant.

8.6 This Agreement, including the Exhibits incorporated herein by reference, represents the entire agreement and understanding between the Parties as to the matters contained herein, and any prior negotiations, written proposals or verbal agreements relating to such matters are superseded by this Agreement. Except as otherwise provided for herein, any amendment to this Agreement shall be in writing, approved by City and signed by City and Consultant.

8.7 This Agreement shall be governed by and construed in accordance with the laws of the Redlands Regular Meeting of 06-06-2023

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State of California, without regard to its conflicts of laws provisions. The Parties agree that all actions or proceedings arising in connection with this Agreement shall be tried and litigated only in the state courts located in San Bernardino County, California, and the federal courts located in Riverside County, California.

8.8 If one or more of the sentences, clauses, paragraphs or sections contained in this Agreement is declared invalid, void or unenforceable by a court of competent jurisdiction, the same shall be deemed severable from the remainder of this Agreement and shall not affect, impair or invalidate the remaining sentences, clauses, paragraphs or sections contained herein, unless to do so would deprive a Party of a material benefit of its bargain under this Agreement.

IN WITNESS WHEREOF, duly authorized representatives of City and Consultant have signed in confirmation of this Agreement.

CITY OF REDLANDS GALLAGHER BENEFIT SERVICES, INC.

By: By:

Eddie Tejeda, Mayor Georg S. Krammer, Director
ATTEST:

Jeanne Donaldson, City Clerk
Redlands Regular Meeting of 06-06-2023

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EXHIBIT "A"

SCOPE OF SERVICES

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EXHIBIT "B"

PROJECT SCHEDULE

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EXHIBIT "C"
Fee Schedule

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EXHIBIT " D"

WORKERS’ COMPENSATION INSURANCE CERTIFICATION

Every employer, except the State, shall secure the payment of compensation in one or more of the following ways:

(a) By being insured against liability to pay compensation by one or more insurers duly authorized to write compensation insurance in this State. (b) By securing from the Director of Industrial Relations, a certificate of consent to self-insure, either as an individual employer, or as one employer in a group of employers, which may be given upon furnishing proof satisfactory to the Direc tor of Industrial Relations of ability to self -insure and to pay any compensation that may become due to his or her employees.

CHECK ONE

I am aware of the provisions of Section 3700 of the Labor Code which requires every employer to be insured against liability for Workers’ Compensation or to undertake self - insurance in accordance with the provisions of that Code, and I will comply with such provisions before commencing the performance of the work and activities required or permitted under this Agreement. (Labor Code §1861).

I affirm that at all times, in performing the work and activities required or permitted under this Agreement, I shall not employ any person in any manner such that I become subject to the workers’ compensation laws of California. However, at any time, if I employ any person such that I become subject to the workers’ compensation laws of California, immediately I shall provide the City with a certificate of consent to self -insure, or a certification of workers’ compensat ion insurance.

I certify under penalty of perjury under the laws of the State of California that the information and representations made in this certificate are true and correct.

Gallagher Benefit Services, Inc.

By: Date:

Frank Rojas, Recruitment Manager
Redlands Regular Meeting of 06-06-2023

Submittal date: March 22, 2023

Submitted by:

Koff & Associates
2835 Seventh Street
Berkeley, CA 94710

Frank Rojas
Recruitment Manager
[email protected]
510.495.0448
KoffAssociates.com

EXECUTIVE & PROFESSIONAL

RECRUITMENT SERVICES

COST PROPOSAL

CITY OF REDLANDS
Redlands Regular Meeting of 06-06-2023

RECRUITMENT SERVICES FOR CITY OF REDLANDS

1 PRICING PROPOSAL

Note: Expenses do not include candidate travel.

Optional: Recruitment Video
In addition to the standard recruitment brochure, K&A can develop a Recruitment Video to better highlight the positive elements of the organization and community. These videos have proven to attract more job seekers and effectively expand the talent pool. Videos run approximately three-minutes in length and highlight the workplace environment, local landscape, and include interviews with selected staff. This video is optional and costs $3,500.

Placement Guarantee
K&A is committed to recommending only the most qualified candidates who meet all the necessary requirements and qualifications and are also a cultural fit fo r the City. W e proactively recruit for each search effort until a successful candidate is placed.

Therefore, we promise to present to the City a selective pool of candidates that met or exceeded our standards during the thorough screening processes and have been identified as ideal matches for the position. Should the City disapprove of all final candidates or should none pass the final interview and reference check process, we will work to find a new slate of candidates at no added cost, with the possible exception of necessary advertising.

In addition, for full recruitments for executive and mid-management positions, should the incumbent leave the position or be terminated from employment within 12 months of hire due to performa nce issues, we commit to conducting a one -time additional executive search to identify a replacement and only charge related expenses as described in the Pricing Proposal.

Overall, K&A’s retention rate during the first 12 months of hire is robust and has been above 95% over the last 37 years.

Project
• Executive & Professional Recruitment Services
Professional Fee and Expenses
• Total not-to-exceed professional fee of $25,000 per recruitment, which includes all professional services and expenses, including brochure development and design, advertising, printing and shipping, associated consultant travel if required, and background. • Invoices will be billed monthly in four equal increments of $6,250, per recruitment.

Redlands Regular Meeting of 06-06-2023

RECRUITMENT SERVICES FOR CITY OF REDLANDS

2 SIGNATURE PAGE
We thank you for your consideration of our proposal. We are committed to providing high-quality service and investing in a long-term partnership.

This proposal is valid for ninety (90) days.

Respectfully submitted,

By: KOFF & ASSOCIATES
State of California

Frank Rojas Date: March 22, 2023
Recruitment Manager
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City Council/Successor Agency Meeting J. 8.

DATE: 06/06/2023
TO: Honorable Mayor and City Council Members
SUBJECT: Adopt Resolution Nos. 8479 and 8480 establishing the special tax levy within the City of Redlands Community Facilities District No. 2003-1 (Redlands Business Center) and 2001-1 (Northwest Development Project) (Management Service/Finance Director Garcia)
MOTION(S):

If the City Council determines that staff's recommendation is appropriate, the following motion is provided:

I move to adopt Resolution Nos. 8479 and 8480.

RECOMMENDATION:

Staff recommends that City Council adopt Resolution Nos. 8479 and 8480.

DISCUSSION:

In August 2001, the City issued $9,255,000 of Community Facilities District (CFD) Bonds for improvements in and around the San Bernardino Avenue/California Street area. The bonds will be repaid by special taxes levied upon the benefiting property owners.

In March 2004, the City issued $9,545,000 of Community Facilities District (CFD) Bonds for improvements within the District which is bounded by Mountain View Avenue on the west, San Bernardino Avenue on the north, California Street on the east and Lugonia Avenue on the south.

Resolution Nos. 8479 and 8480 set the 2023-24 maximum tax rates and authorize the City Clerk to file all necessary information with the San Bernardino County Auditor/Controller no later than the levy deadline of August 10, 2023. (Preliminary Notice of Special Assessments will be provided to the County by Redlands Regular Meeting of 06-06-2023

(Preliminary Notice of Special Assessments will be provided to the County by David Taussig & Associates by July 1, 2023, as required).

Exhibit A of each resolution shows the calculation of the Fiscal Year 2023-24 Special Tax Levy as prepared by David Taussig & Associates. Detailed reports prepared by David Taussig & Associates, showing updates of the development status,the financial obligations and the special tax requirements for Fiscal Year 2023-24 for each CFD, are on file in the City Clerk’s office.

ALTERNATIVES:

Do not adopt Resolution Nos. 8479 and 8480.

STRATEGIC PLAN:

Not applicable.

SUBMITTED BY:

Danielle Garcia, Management Services/Finance Director
RECOMMENDED BY:

Charles M. Duggan Jr., City Manager
REVIEWED BY:

Yvette M. Abich Garcia, City Attorney
Janice McConnell, Assistant City Manager
Fiscal Impact
Fiscal Year: FY 2023-24
Revenue Generating: Yes
Appropriation Required Y/N: No
Amount: Various
Budgeted Y/N: Yes
Account No.: Fund 810
Discussion:

There is no impact to the General Fund. These assessments are pass-through tax levies, wherein the City collects and remits funds on behalf of the Community Facilities Districts. Its indebtedness is not City debt in any way.

Redlands Regular Meeting of 06-06-2023

Attachments
Reso 8479 CFD 2001-1 for FY 2023-24
CFD 2001-1 Exhibit A to Resolution 8479
Reso 8480 CFD 2003-1 for FY 2023-24
CFD 2003-1 Exhibit A to Resolution 8480
Redlands Regular Meeting of 06-06-2023

1 I:\cmo\Resolutions\8479_CFD_2001-1,_FY_2023-24.docx - AE RESOLUTION NO. 8479

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF REDLANDS

LEVYING SPECIAL TAXES WITHIN CITY OF REDLANDS COMMUNITY FACILITIES DISTRICT NO. 2001-1 (NORTHWEST DEVELOPMENT PROJECT) WHEREAS, the City Council (the “City Council”) of the City of Redlands (the “City”) has formed City of Redlands Community Facilities District No. 2001-1 (Northwest Development Project) (the “Community Facilities District”), under and pursuant to the Mello-Roos Community Facilities Act of 1982 (the “Act”); and
WHEREAS, the City Council, as the legislative body of the Community Facilities District, is authorized under the Act to levy special taxes (the “Special Taxes”) to pay for the costs of certain facilities and to authorize the issuance of bonds secured by the Special Taxes under the Act; and WHEREAS, the City Council, pursuant to Ordinance No. 2471, adopted by the City Council of the City on June 5, 2001, authorized and levied the Special Taxes within the Community Facilities District; and
WHEREAS, Section 53340 of the Act provides that the legislative body of a community facilities district may provide, by resolution, for the levy of the special tax in the current year or future tax years at the same rate or at a lower rate than the rate provided by ordinance, if the resolution is adopted and a certified list of all parcels subject to the special tax levy including the amount of the tax to be levied on each parcel for the applicable tax year, is filed by the clerk or other official designated by the legislative body with the county auditor on or before the 10th day of August of that tax year; and
WHEREAS, on June 19, 2001, the City Council adopted a resolution entitled “A Resolution of the City Council of the City of Redlands Authorizing the Issuance of not to Exceed $10,000,000 Aggregate Principal Amount of City of Redlands Community Facilities District No. 2001-1 (Northwest Development Project) Special Tax Bonds, Series 2001, Approving the Execution and Delivery of an Indenture, a Bond Purchase Agreement and a Continuing Disclosure Certificate and the Preparation of an Official Statement and Other Matters Related Thereto” (the “Original Bond Resolution”), authorizing the issuance of City of Redlands Community Facilities District No. 2001- 1 (Northwest Development Project) Special Tax Bonds, Series 2001 (the “Bonds”), in an aggregate principal amount of not to exceed $10,000,000; WHEREAS, on July 17, 2001, the City Council adopted a resolution entitled “A Resolution of the City Council of the City of Redlands Modifying Resolution No. 5911 of the City Council of the City of Redlands,” ratifying and affirming the City Council’s authorization under the Original Bond Resolution for the issuance of the Bonds, subject to certain modifications to the terms thereof;
WHEREAS, the City Council desires to levy the Special Taxes within the Community Facilities District for Fiscal Year 2023-24;
Redlands Regular Meeting of 06-06-2023

2 I:\cmo\Resolutions\8479_CFD_2001-1,_FY_2023-24.docx - AE NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Redlands as follows:

Section 1. All of the above recitals are true and correct.

Section 2. The City Council hereby levies the Special Taxes for the Fiscal Year 2023- 24 at the maximum rates and with respect to the parcels as set forth in Exhibit A hereto; provided, however, that the City Manager or the Finance Director of the City is hereby authorized, prior to the submission to the San Bernardino County Auditor/Controller and upon consultation with the City’s special tax consultant, David Taussig & Associates, Inc., (a) to make any necessary modifications to such Special Taxes to correct any errors, omissions or inconsistencies in the listing or categorization of parcels to be taxed (provided that any such modifications shall not result in an increase in the Special Tax applicable to any category of parcels), or (b) to lower such Special Tax rates to the extent such officer deems necessary upon receipt of the final pricing information, and debt service requirements with respect to, the Bonds. The City Clerk of the City is hereby authorized and directed to file with the San Bernardino County Auditor/Controller no later than August 10, 2023, a certified list of all parcels subject to the Special Tax levy including the amount of the Special Tax to be levied on each parcel for Fiscal Year 2023-24.

Section 3. The officers and agents of the City are, and each of them hereby is, authorized and directed to execute and deliver any and all documents and instruments and to do and cause to be done any and all acts and things necessary or proper for carrying out the levy of the Special Taxes for Fiscal Year 2023-24 as provided in this Resolution.

Section 4. All actions heretofore taken by the officers and agents of the City with respect to the levy of the Special Taxes for Fiscal Year 2023-24 are hereby approved, confirmed and ratified.

Section 5. This Resolution shall take effect immediately upon its adoption.

APPROVED and ADOPTED by the City Council of the City of Redlands on June 6, 2023.

Eddie Tejeda, Mayor

ATTEST:

Jeanne Donaldson, City Clerk

Redlands Regular Meeting of 06-06-2023

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I, Jeanne Donaldson, City Clerk of the City of Redlands, hereby certify that the foregoing is a full, true and correct copy of a resolution duly adopted at a regular meeting of the City Council duly and regularly held on June 6, 2023, of which meeting all of the members of said City Council had due notice and at which a majority thereof were present; and that at said meeting said resolution was adopted by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:

I further certify that I have carefully compared the same with the original minutes of said meeting on file and of record in my office; that the foregoing resolution is a full, true and correct copy of the original resolution adopted at said meeting and entered in said minutes; and that said resolution has not been amended, modified or rescinded since the date of its adoption, and the same is now in full force and effect.

Dated: June 6, 2023

Jeanne Donaldson, City Clerk

Redlands Regular Meeting of 06-06-2023

Assessor's Parcel Number FY 2023-2024 Special Tax
City of Redlands CFD No. 2001-1
FY 2023-2024 Special Tax Roll
$112,743.540167-551-08
$98,124.220167-551-09
$184,293.850167-571-05
$48,738.190167-641-05
$46,968.830167-641-06
$74,593.960167-641-07
$49,810.800167-671-03
$69,674.000167-681-07
$79,422.250167-681-09
$764,369.64Total FY 2023-2024 Special Tax Levy
Total Number of Parcels Taxed 9

Redlands Regular Meeting of 06-06-2023

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RESOLUTION NO. 8480

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF REDLANDS

LEVYING SPECIAL TAXES WITHIN CITY OF REDLANDS COMMUNITY FACILITIES DISTRICT NO. 2003-1 (REDLANDS BUSINESS CENTER)

WHEREAS, the City Council (the “City Council”) of the City of Redlands (the “City”) has formed City of Redlands Community Facilities District No. 2003- 1 (Redlands Business Center) (the “Community Facilities District”), under and pursuant to the Mello-Roos Community Facilities Act of 1982 (the “Act”); and

WHEREAS, the City Council, as the legislative body of the Community Facilities District, is authorized under the Act to levy special taxes (the “Special Taxes”) to pay for the costs of certain facilities and to authorize the issuance of bonds secured by the Special Taxes under the Act; and

WHEREAS, the City Council, pursuant to Ordinance No. 2569, adopted by the City Council of the City on January 20, 2004, authorized and levied the Special Taxes within the Community Facilities District; and

WHEREAS, Section 53340 of the Act provides that the legislative body of a community facilities district may provide, by resolution, for the levy of the special tax in the current year or future tax years at the same rate or at a lower rate than the rate provided by ordinance, if the resolution is adopted and a certified list of all parcels subject to the special tax levy including the amount of the tax to be levied on each parcel for the applicable tax year, is filed by the clerk or other official designated by the legislative body with the county auditor on or before the 10th day of August of that tax year; and

WHEREAS, on February 3, 2004, the City Council adopted a resolution entitled “A Resolution of the City Council of the City of Redlands Authorizing the Issuance of not to Exceed $9,600,000 Aggregate Principal Amount of City of Redlands Community Facilities District No. 2003-1 (Redlands Business Center) Special Tax Bonds, Series 2004, Approving the Execution and Delivery of an Indenture, a Bond Purchase Contract and a Continuing Disclosure Certificate and the Preparation of an Official Statement and Other Matters Related Thereto” authorizing the issuance of City of Redlands Community Facilities District No. 2003- 1 (Redlands Business Center) Special Tax Bonds, Series 2004 (the “Bonds”), in an aggregate principal amount of not to exceed $9,600,000;

WHEREAS, the City Council desires to levy the Special Taxes within the Community Facilities District for Fiscal Year 2023-24;

Redlands Regular Meeting of 06-06-2023

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

Section 1. All of the above recitals are true and correct.

Section 2. The City Council hereby levies the Special Taxes for the Fiscal Year 2023- 24 at the maximum rates and with respect to the parcels as set forth in Exhibit A hereto; provided, however, that the City Manager or the Finance Director of the City is hereby authorized, prior to the submission to the San Bernardino County Auditor/Controller and upon consultation with the City’s special tax consultant, David Taussig & Associates, Inc., (a) to make any necessary modifications to such Special Taxes to correct any errors, omissions or inconsistencies in the listing or categorization of parcels to be taxed (provided that any such modifications shall not result in an increase in the Special Tax applicable to any category of parcels), or (b) to lower such Special Tax rates to the extent such officer deems necessary upon receipt of the final pricing information, and debt service requirements with respect to, the Bonds. The City Clerk of the City is hereby authorized and directed to file with the San Bernardino County Auditor/Controller no later than August 10, 2023 a certified list of all parcels subject to the Special Tax levy including the amount of the Special Tax to be levied on each parcel for Fiscal Year 2023-24.

Section 3. The officers and agents of the City are, and each of them hereby is, authorized and directed to execute and deliver any and all documents and instruments and to do and cause to be done any and all acts and things necessary or proper for carrying out the levy of the Special Taxes for Fiscal Year 2023-24 as provided in this Resolution.

Section 4. All actions heretofore taken by the officers and agents of the City with respect to the levy of the Special Taxes for Fiscal Year 2023-24 are hereby approved, confirmed and ratified.

Section 5. This Resolution shall take effect immediately upon its adoption.

APPROVED and ADOPTED by the City Council of the City of Redlands on June 6, 2023.

Eddie Tejeda, Mayor

ATTEST:

Jeanne Donaldson, City Clerk

Redlands Regular Meeting of 06-06-2023

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CITY CLERK’S CERTIFICATE

I, Jeanne Donaldson, City Clerk of the City of Redlands, hereby certify that the foregoing is a full, true and correct copy of a resolution duly adopted at a regular meeting of the City Council duly and regularly held on June 6, 2023, of which meeting all of the members of said City Council ad due notice and at which a majority thereof were present; and that at said meeting said resolution was adopted by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:

I further certify that I have carefully compared the same with the original minutes of said meeting on file and of record in my office; that the foregoing resolution is a full, true and correct copy of the original resolution adopted at said meeting and entered in said minutes; and that said resolution has not been amended, modified or rescinded since the date of its adoption, and the same is now in full force and effect.

Dated: June 6, 2023

Jeanne Donaldson, City Clerk
Redlands Regular Meeting of 06-06-2023

Assessor's Parcel Number FY 2023-2024 Special Tax
City of Redlands CFD No. 2003-1
FY 2023-2024 Special Tax Levy
Zone 1
$13,744.800167-441-07
$86,402.760167-481-16
$126,265.480167-501-11
$5,913.040167-511-24
$5,671.690167-511-25
$30,409.910167-511-26
$8,366.750167-511-27
$7,522.030167-511-28
$189,498.790167-511-29
$134,873.580167-541-09
$608,668.83Subtotal
Zone 2
$191,469.800167-511-09
$191,469.80Subtotal
$800,138.63Total FY 2023-2024 Special Tax Levy
Total Number of Parcels Taxed 11

Redlands Regular Meeting of 06-06-2023

City Council/Successor Agency Meeting J. 9.

DATE: 06/06/2023
TO: Honorable Mayor and City Council Members
SUBJECT: Approve a sole source purchase with DynaTouch Corporation for a through-the-wall, full service (credit/debit card, check and cash) payment kiosk not to exceed the amount of $61,000 (Management Services/Finance Director Garcia)
MOTION(S):

If the City Council determines that the staff’s recommendation is appropriate, the following motions are provided:

1. I move to approve a sole source purchase with DynaTouch Corporation for a through-the-wall, full service (credit/debit card, check and cash) payment kiosk not to exceed the amount of $61,000.

2. I move that the City council authorize staff to execute the Terms and Conditions agreement with DynaTouch Corporation.

RECOMMENDATION:

Staff recommends that City Council approve a sole source purchase with DynaTouch Corporation and authorize staff to execute the Terms and Conditions agreement for a through-the-wall, full service (credit/debit card, check and cash) payment kiosk not to exceed the amount of $61,000.

DISCUSSION:

The Revenue/Customer Service Division of Management Services Department has continually sought ways to streamline the utility billing and payment process.

To this end, additional online payment processing options have been added, payment plans and customer assistance plans have been established and paperless billing options have been introduced. In addition to this, staff have researched options to provide more options for in-person payments and after-hours payments.

Redlands Regular Meeting of 06-06-2023

after-hours payments.

To that end, staff is recommending the purchase of a through-the-wall full service (credit/debit card, check and cash) payment kiosk from DynaTouch. The payment kiosk would significantly improve convenience for customers who pay their utility bills by cash, check, or credit/debit card. The kiosk will be accessible for customers to view account balances and make their payment. The payment kiosk also provides customers with the ability to pay their bills outside of the City’s regular business hours. The kiosk would reduce the wait time for in-person payments at the office and provide real-time posting to a customer’s utility account. The kiosk will be located on the front wall of Suite 15B. The payment kiosk would show payments posting to their account immediately, providing electronic confirmation of the payment, something that is not provided when the customer drops off payment to our office drop box. The DynaTouch kiosk is a cloud-based payment solution that integrates with our existing utility billing system, Enquesta. The kiosk also provides internal payment reconciliation, reducing manual opening and recording of payments sent by mail or in our drop box. Additionally, the kiosk provides a customizable display screen banner and can advertise City of Redlands information and events.

DynaTouch was selected as the sole source vendor, as the vendor is the only company that already integrates with our current utility software and payment systems, Invoice Cloud and Enquesta.

ALTERNATIVES:

The City Council may elect not to approve the purchase of a through-the-wall payment kiosk and provide alternative direction to staff.

STRATEGIC PLAN:

Not Applicable
SUBMITTED BY:

Danielle Garcia, Management Services/Finance Director
RECOMMENDED BY:

Charles M. Duggan, Jr., City Manager
REVIEWED BY:

Yvette M. Abich Garcia
Janice McConnell, Assistant City Manager
Dana Abramovitz-Daniel, Procurement Manager
PREPARED BY:

Redlands Regular Meeting of 06-06-2023

Aimee Hoover, Revenue Supervisor
Ashley Sepulveda, Senior Customer Account Specialist
Fiscal Impact
Fiscal Year: 2022-2023
Revenue Generating: No
Appropriation Required Y/N: N
Amount: 61,000
Budgeted Y/N: Y
Account No.: 608900
Discussion:

There is no impact to the General Fund. Funding for this purchase is included in the Customer Service Division's Fiscal Year 2022-2023 budget.

Future maintenance and support terms for 2023-2024, 2024-2025 and 2025-2026 have been included. Ongoing support costs after FY 2026 are estimated to be $8,000/year, roughly, and includes regular software and hardware maintenance and technical support.

Attachments
InvoiceCloud Support letter
Sole Source Memo
DynaTouch Kiosk Price Quote
Single Sole Source - Kiosk
DynaTouch Kiosk Revised Terms and Conditions
Redlands Regular Meeting of 06-06-2023

04/06/2023

City of Redlands

City of Redlands Team,

We are pleased to offer this letter of support and confirm that DynaTouch and InvoiceCloud have a strong, collaborative partnership, and deliver proven integrated Payment Solutions. The DynaTouch Kiosk solution with InvoiceCloud’s integrated payments solution provides a secure, reliable, and seamless experience for utility customers addressing self-service needs. DynaTouch offers a sole-source solution with InvoiceCloud as our preferred kiosk partner.

We hope that the City of Redlands will feel confident that the integrated solutions will continue to deliver the best outcomes for the Utility and the communities you serve. Please let me know if you have any questions.

Sincerely,

Travis Murray
AVP – Enterprise Alliances
Invoice Cloud
214-680-8850
[email protected]

Redlands Regular Meeting of 06-06-2023

City of

REDLANDS
Incorporated 1888
35 Cajon Street, Redlands, CA 92373

MEMORANDUM

DATE: APRIL 4, 2023

TO: DANA ABRAMOVITZ, PURCHASING MANAGER

FROM: AIMEE HOOVER, REVENUE SUPERVISOR

SUBJECT: SOLE/ SOURCE MEMO FOR DYNATOUCH CORPORATION

The Management Services Department is requesting to purchase a thru-the-wall payment kiosk from DynaTouch Corpor ation. This kiosk is to serve City of Redlands customer paying their utility bills and will always be accessible for resident use, even when the customer service lobby is closed to the public , including weekends and holidays . The kiosk is planned to be installed in place of the current drop box located at suite 15B.

As explained in the attached letter from Invoice Cloud , DynaTouch is the sole source k iosk provider t o seamless ly integrate with Invoice Cloud and they have a s trong collaborative partnership. Invoice Cloud is the sof tware that our utility customer service department utilizes to accept online payments. The addition of th e kiosk from DynaTou ch will provide a seamless transition and will minimize staff training while expanding the accessibility to customers to make their utility bill payment.

Alternative Kiosk options would result in additional software integration, customization and specialized training.

Thank you and if you have any questions, please contact me.

MANAGEMENT SERVICES

DEPARTMENT

FINANCE/REVENUE

DIVISION
Danielle Garcia
Management Services/Finance
Director

James Garland
Assistant Finance Director
Redlands Regular Meeting of 06-06-2023

Prepared For:

City of Redlands Quote Date: 05/09/23
Aimee Hoover, Revenue Supervisor Quote No: Open Market
Prepared By:

Kim Kartchner | [email protected] | o. (210) 828-8343 | c. (720) 844-6625 Wendall Welborn | [email protected] | 601-319-8974 Proprietary Notice:

Variables
Qty
Total #Kiosks 1 Pay Processor: Invoice Cloud
Total #Sites 1 CIS: Inquesta
Hardware Options
- Mag stripe card reader? Yes
- Check scanner? Yes
- Cash acceptance kit? Yes
- Cradlepoint device for broadband cellular service? No Software Options
Include HUG Credit Card Payment Module? Yes
Include HUG Check Payment Module? Yes
Include HUG Cash Payment Module? Yes
Include HUG Administration Portal? Yes
Service & Support Options
Include On-Site Hardware Installation? Yes
Include Telephone Support for Hdwr Installation by Others? No Include On-Site Training? Yes
Include Webinar Training? No
Include On-Site Hardware Maintenance? Yes
Include Pre-Paid Post Installation Professional Services? Yes #Hours/Year: 4 Include Antivirus, Security & Patch Management Services? No Include Cellular Data Services? No
QUOTE
DynaTouch, 9901 Broadway, San Antonio, TX 78217
[email protected] | www.dynatouch.com | (210) 828-8343 HUG (Harris Utility Group) BillPay Kiosk
Through-the-wall, Full Service (Credit Card, Check & Cash) This document includes information that shall not be disclosed outside the relationship between DynaTouch Corporation and the person, agency, or organization (the “Client”) to which this document has been issued. This document shall not be duplicated, used, or disclosed in whole or in part for any purpose other than to evaluate the information contained within.

Copyright DynaTouch Corporation 2019
Confidential
Revised Redlands Pricing -TTW-Bill Pay Kiosk-Qty 1 Pricing 050923/FS-Thru-Wall, 5/9/2023

Redlands Regular Meeting of 06-06-2023

Hdwr Discount Factor off List (Col E):

Item Description Qty Unit Price Extended
HUG Bill Pay Kiosk Hdwr, Sftw & Support Package 1 28,890.00 28,890.00 Configuration & Customization Services 1 5,850.00 5,850.00 Implementation & Deployment Services 1 10,095.00 10,095.00 Total For Base Period (Including Year 1 Maintenance/Support) 44,835.00$ 1st Renewal / Year 2 Maintenance/Support 7,622.00$
2nd Renewal / Year 3 Maintenance/Support 8,004.00$
60,461.00$
Payment Terms: 50% Due w/ Order, Balance Due When Shipped Pricing Options
Kiosk Purchase w/ Annual Support
*See Next Page for Option/Renewal Years and/or Totals w/ Additional Years (Prices valid for 30 days from above date; does not include any applicable sales taxes.) Estimated Delivery: 12-16 Weeks ARO (subject to supply chain availability) (a firm delivery date will be confirmed upon receipt of order) Purchase Price (3 year total)
Shipping: FOB Origin
DUNS: 05-852-5239 | CEC: 05-953-533-G | TAX ID: 74-2193178 DynaTouch is a fully-owned subsidiary of Harris Computer Corporation Copyright DynaTouch Corporation 2019
Confidential
Revised Redlands Pricing -TTW-Bill Pay Kiosk-Qty 1 Pricing 050923/FS-Thru-Wall, 5/9/2023

Redlands Regular Meeting of 06-06-2023

Hdwr Discount Factor off List (Col E):

Description Qty Unit Notes
HUG Bill Pay Kiosk Hdwr, Sftw & Support Package
Hardware (Outdoor Through-the-Wall Kiosk w/ 21.5" Touchscreen) 1 Each Enclosure
- Metal kiosk enclosure w/ durable, scratch resistant powdercoat finish - LED light box for graphics
- Standard powdercoat color (6 color choices)
- 1 accent color (6 color choices)
- Amplified dual-speaker sound system
- Hinged access door for servicing components
- Lock and key entry
- All data and power cables, surge suppressors, vents
Components / Peripherals
- 21.5" LCD touchscreen monitor, USB interface
- Small form factor PC w/ high-speed Intel processor and Windows 10 Pro (64 bit)
- Bar code scanner (to scan bill stubs)
- 80mm thermal receipt printer
- Video camera (web cam)
- 802.11 wireless connectivity
- UPS power backup
Packing/Shipping/Handling
- Packaging (for Continental U.S. delivery)
- SHIPPING NOT INCLUDED. Client Supplied Carrier.

Overall Dimensions
41”H x 23”W x 15”D
Hardware Options
- Mag stripe card reader 1 Each Included
- Check scanner 1 Each Included
- Cash acceptance kit 1 Each Included
1200 note bill validator
High security lock w/ 2 keys
Secure locking box for cash handling
- Additional locking box for cash handling 1 Each Included - Cradlepoint device for broadband cellular service 0 Each Not Included - Rear facing monitor for admin acess 1 Each Included
Software
Software Subscriptions (Software as a Service)
Payment Software
HUG Credit Card Payment Module 1 Each Included, Optional HUG Check Payment Module 1 Each Included, Optional
HUG Cash Payment Module 1 Each Included, Optional
HUG Administration Portal 1 Each Included
Kiosk Management Software
TIPS Pro Plus (Kiosk Client Module) 1 Each
TIPS Remote Monitoring Module 1 Each
Support Services 1
Live Help Desk Support (Mon-Fri, 7am-7pm) 1 Each
Component Repair/Replacement 1 Each
On-Site Maintenance Support (CONUS) 1 Each Included, Optional Proactive Remote Monitoring Services 1 Each Included, Optional HUG Bill Pay Kiosk
Bill of Materials
Copyright DynaTouch Corporation 2019
Confidential
Revised Redlands Pricing -TTW-Bill Pay Kiosk-Qty 1 Pricing 050923/FS-Thru-Wall, 5/9/2023

Redlands Regular Meeting of 06-06-2023

Hdwr Discount Factor off List (Col E):

Cellular Data Service 0 Each Not Included
Configuration & Customization Services
GUI Configuration & CIS Integration 1 Lot Included
Project Kickoff & Preliminary Design Discussions 1 Each Solution Design & Implementation Planning 1 Each
Customized Skin (logo only) 1 Set(s)
Customized Attract Loop Graphics (logo and color) 1 Set(s) Payment Processor Integration 1 Each 0
CIS Integration 1 Each 0
Merchant Services Integration 0 Each
End-User Testing & Support 1 Each
Custom Content Options
Customized Skin (logo and 1 accent color) 0 Set(s)
Custom Attract Loop Graphics / Digital Signage 0 Each
Other (please specify) 0 Each
Kiosk Powdercoat & Signage Customization
Alternate Powdercoat Color 0 Set(s) Not Included
Non-Standard/Custom Powdercoat Color 0 Set(s) Not Included Services to Tailor Kiosk Signage Artwork Templates (logo) 1 Set(s) Included, Optional Services to Create Custom Kiosk Signage Artwork 0 Set(s) Not Included Implementation & Deployment Services
Pre-Shipment Services
Hardware/Software/Content Integration & Testing (Standard Kiosk) 1 Each Site Survey by qualified technical representative 1 Each Included, Optional Site Coordination by Project Manager 1 Site(s)
Post-Shipment Services
On-Site Hardware Setup & Installation (Standard Kiosk, CONUS) 1 Each Included, Optional Return Trip Charge if Site Not Ready (CONUS) 0 Each Not Included Telephone Support for On-Site Setup/Installation by Others 0 Each Not Included On-Site Training by DynaTouch Professional (CONUS) 1 Each Included, Optional Webinar Training by DynaTouch Professional 0 Each
Post-Installation Professional Services 4 Hours Included, Optional TOTAL (Base Period) $0.00
Description Qty Unit
Maintenance, Subscriptions & Ongoing Support Services
Software Subscriptions (Software as a Service)
Payment Software
HUG Credit Card Payment Module 1 Each Included, Optional HUG Check Payment Module 1 Each Included, Optional
HUG Cash Payment Module 1 Each Included, Optional
HUG Administration Portal 1 Each Included
Kiosk Management Software
TIPS Pro Plus (Kiosk Client Module) 1 Each
TIPS Remote Monitoring Module 1 Each
Support Services 1 0
Live Help Desk Support (Mon-Fri, 7am-7pm) 1 Each
Component Repair/Replacement 1 Each
On-Site Maintenance Support (CONUS) 1 Each Included, Optional Proactive Remote Monitoring Services 1 Each Included, Optional Post-Installation Professional Services 4 Hours Included, Optional Includes an allowance for services to configure the HUG Bill Pay Kiosk for Client's payment flow process, as well tailor the solution to the specific CIS and Payment Processing providers. Should the system design and configuration requirements identified during the Requirements Definition effort exceed this allowance, additional charges may apply. A firm estimate will be provided in advance.

Renewal / Option Years
Copyright DynaTouch Corporation 2019
Confidential
Revised Redlands Pricing -TTW-Bill Pay Kiosk-Qty 1 Pricing 050923/FS-Thru-Wall, 5/9/2023

Redlands Regular Meeting of 06-06-2023

Sole Source/ Single Source/ Standardization Form
For procurement of supplies, equipment and services valued at $5,000 and over NOTE: Every question must be answered with appropriate documentation attached; incomplete forms will be immediately rejected by Purchasing.

Date:_______________________
TO: Purchasing Division
FROM: ________________________________
Purchase Requisition #
___________________
Estimated Total Cost: $_________________
Proposed Vendor: ______________________
Request Term: _________________
This form must accompany the purchase document whenever an exception to the competitive process is requested. Requests for goods and/or services from a specific vendor or limited to a s
pecific brand, where substitutes to the recommended vendor or brand are unacceptable, must be
accompanied by a written justification explaining the circumstances that make alternatives un
acceptable.

The City M anager w ill de termine whether t he justification is appropriate. R equ ests for exception must be supported by factual statements tha t will pass an audit.

Redlands Regular Meeting of 06-06-2023

EXCEPTION TO BIDDING AND DISCLOSURE STATEMENT Page
Rev 1.31.19
2 INSTRUCTIONS

1. P
lease check all applicable categories (a. through i.) below and provide additional information where indicated.
a. The requested product is an integral repair part or accessory c ompatible with existing equipment.

Existing Equipment:

Manufacturer/Model Number:

Age:

Current Estimated Value:
b. The requested product has unique design/performance specifications or quality r
equirements that are not available in comparable products. c. I have standardized the requested product and the use of another brand/model would require considerable time and funding to evaluate.
d. T he requested product is one in which I (and/or my staff) have specialized training and/or extensive expertise. Retraining would incur substantial cost in time and/or funding.
e. The requested product is used or demonstration equipment available at a lower-than- new cost.
f. Repair/Maintenance service is available only from manufacturer or designated service representative.
g. Upgrade to or enhancement of existing software is available only from manufacturer. h. Service proposed by vendor is unique; therefore, competitive bids are not available or applicable.
i. Other factors (provide detailed explanation in #2 below).

2. Provide a detailed explanation and pertinent documentation for each category checked in item 1 above. Attach additional sheets if necessary:

Redlands Regular Meeting of 06-06-2023

EXCEPTION TO BIDDING AND DISCLOSURE STATEMENT Page
Rev 1.31.19
3 3. Was an evaluation of other equipment, products, or services performed? Yes No
If yes, please explain the type of evaluation performed and provide all supporting documentation:

4. Lis
t below the name of each individual who was involved in the evaluation, if conducted, and in making the recommendation to procure this product or service. Attach additional information, if necessary.

5. Explain what action(s) the department would take if the sole/single source services were no longer available

6. I certify that the above information is accurate to the best of my knowledge, and a signed copy of this document will be kept on file and available
for audit in my department
_________________________________________________________ P
repared by Date _________________________________________________________ D
epartment Director Date Purc
hasing Approvals
_____________________________________
_________________
Purchasing Agent Approval Date
_____________________________________
__________________
City Manager Approval Date
Redlands Regular Meeting of 06-06-2023

9901 Broadway
San Antonio, TX 78217
210.828.8343 tel
210.828.6640 fax

www.dynatouch.com

Terms & Conditions

Contract Terms
DynaTouch will provide one or more kiosks, as well as additional and necessary services, pursuant to the within and foregoing Quote. The kiosks will be provided in one of two fashions, as indicated on the foregoing Quote:

1. Purchase of the Kiosks (“Standard Purchase”); or

2. Kiosk as a Service (“KaaS”).

Rights Granted and Reserved:

The right to use the kiosks (for KaaS purchases) and the software (for Standard and KaaS sales) provided by DynaTouch (the “Platform”) pursuant to the following conditions:

1. The Platform may be used by the Customer only as specifically provided in this Agreement or in a writing signed by DynaTouch.

2. Customer shall use the Platforms as provided and shall not (i) modify for any purpose other than in connection with Customer’s primary business or operations; (ii) disassemble, decompile, reverse engineer, defeat license encryption mechanisms, or translate any part of DynaTouch Software, or otherwise attempt to reconstruct or discover the source code of the Software except and only to the extent that applicable law expressly permits, despite this limitation; (iii) modify or create derivative works of DynaTouch Software; (iv) rent, lease, lend, or use the Platform for time-sharing or bureau use or to publish or host platform for others to use; or (v) take any actions that would cause the Platform or its component Software to become subject to any open source or quasi-open source license agreement. Customer shall be wholly liable to DynaTouch for any misuse of the Software as set forth in this Paragraph.

3. Customer acknowledges that the Platform, including all related Software, and all copies thereof and trade secrets and other intellectual property rights related thereto, are and shall remain the sole and exclusive property of DynaTouch. Except as expressly permitted herein, Customer agrees not to disclose or otherwise make available any part of the Platform to any third person, except the designated Customer employees who have a business need to view the Platform in the course of their employment with Customer.

4. Customer agrees to take reasonable and necessary precautions to secure and protect the Platform, the kiosks and the Software. Customer likewise agrees to provide a secure physical location with sufficient electrical power for all Platform equipment located at the Customer’s site. Customer shall defend, indemnify and hold harmless DynaTouch for any losses or damages caused by a failure of kiosk site security and criminal misconduct directed at or involving or impacting the kiosk(s).

Delivery
Estimated Delivery: 12-16 weeks after receipt of a signed agreement and purchase order (including any agreed upon deposits for a Standard Purchase. Subject to supply chain availability. Delivery date will be confirmed dur the initial project management phase of the project Shipping
FOB Origin. Shipping is not included in the price unless specifically discussed with client and reflected on the price quote. Customer may be responsible for any return shipping costs.

Redlands Regular Meeting of 06-06-2023

9901 Broadway
San Antonio, TX 78217
210.828.8343 tel
210.828.6640 fax

www.dynatouch.com

Travel and Expenses
The customer is responsible for all travel and expenses incurred in the course of providing the goods or services specified in the agreement unless all and total travel expenses are already included in the approved quote by the customer. If included, no additional payments for travel or travel related expenses beyond the original signed quote will be incurred unless agreed to in writing by and between parties. Future travel expenses, if any, will be pursuant to then current guidelines. All travel will comply with the current Harris travel policy. The policy will be provided upon request. Travel expenses include, but are not limited to, transportation costs, lodging, meals, and any other expenses related to travel.

The customer agrees to pay all travel and expenses in full within 30 days of receipt of the invoice. If the customer disputes any travel and expense charges, they must provide documentation of the disputed charges within 14 days of receipt of the invoice.

Term
For a KaaS agreement, the term shall be either thirty-six (36) or sixty (60) months from the date hereof (refer to quote for actual term). This Agreement shall automatically renew for an additional twelve (12) month term unless one party gives the other sixty (60) days prior written notice of termination at the end of the Term as defined below or upon termination of this Agreement, whichever occurs first, both parties agree the Customer will remit any remaining outstanding balance owed in full and assumes ownership of the Kiosk Hardware.

Termination
Either party may terminate this Agreement immediately upon notice to the other party if the other party materially breaches this Agreement, and such breach remains uncured for more than thirty (30) days after receipt of written notice of such breach. There is no termination for convenience. In the event of termination for cause other than for breach by DynaTouch in the first two years of the term of this Agreement, all remaining sums due and owing under this Agreement for the first two years shall immediately become due and payable.

Upon termination, Customer is responsible for and retains title to and ownership of the kiosk hardware.

Any Software Licenses are not transferrable and not authorized for use without a current support agreement. It is specifically understood that early termination for any reason accelerates all remaining KaaS payments and immediately transfers ownership of the kiosk to the Customer.

DynaTouch acknowledges that funding for this Agreement is conditioned upon appropriation by Customer’s City Council to support the activities described in this Terms and Conditions. By written notice to DynaTouch, Customer may prospectively terminate this Agreement, in whole or in part, for lack of appropriation of funds, or other withdrawal, reduction or limitation in any way by the Customer’s City Council.

Limitation of Liability
DynaTouch and Customer recognize that circumstances may arise entitling the Customer to damages for breach or other fault on the part of DynaTouch arising from this Agreement. The parties agree that in all such circumstances the Customer’s remedies and DynaTouch’s liabilities will be limited as set forth below and that these provisions will survive notwithstanding the termination or other discharge of the obligations of the parties under this Agreement.

Redlands Regular Meeting of 06-06-2023

9901 Broadway
San Antonio, TX 78217
210.828.8343 tel
210.828.6640 fax

www.dynatouch.com

i. EXCEPT FOR CLAIMS ARISING FROM DYANTOUCH’S INTELLECTUAL PROPERTY INDEMNITY OBLIGATIONS HEREINBELOW, BOTH PARTIES AGREE THAT DYNATOUCH’S ENTIRE LIABILITY (UNDER CONTRACT OR IN TORTINCLUDING FUNDAMENTAL BREACH, NEGLIGENCE, STRICT

LIABILITY OR OTHERWISE), IF ANY,

FOR ANY DAMAGES RELATING TO OR ARISING UNDER THIS AGREEMENT SHALL NOT EXCEED IN

THE AGGREGATE FEES PAID TO DYNATOUCH BY THE CUSTOMER UNDER THIS AGREEMENT IN THE TWELVE (12) MONTH PERIOD PRIOR TO THE TIME THAT THE CLAIM AROSE. ii. IN ADDITION TO THE FOREGOING, DYNATOUCH SHALL NOT BE LIABLE FOR ANY

CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, PUNITIVE, OR SPECIAL DAMAGES

WHATSOEVER, INCLUDING BUT NOT LIMITED TO LOST REVENUE OR LOSS OF PROFITS, LOSS OF

BUSINESS, LOSS OF DATA, FAILURE TO REALIZE EXPECTED SAVINGS, OR COST OF SUBSTITUTE

GOODS OR SERVICES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, EVEN IF

CUSTOMER HAS BEEN ADVISED OF THE LIKELIHOOD OF THE OCCURRENCE OF SUCH LOSS OR

DAMAGES AND IRRESPECTIVE OF ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
iii. CLAUSES (i) AND (ii) SHALL APPLY IN RESPECT OF ANY CLAIM, DEMAND OR ACTION BY A PARTY

IRR ESPECTIVE OF THE NATURE OF THE CAUSE OF ACTION UNDERLYING SUCH CLAIM, DEMAND

OR ACTION, INCLUDING, BUT NOT LIMITED TO, BREACH OF CONTRACT, RESCISSION OF CONTRACT, OR TORT.
iv. UNDER NO CIRCUMSTANCES WILL DYNATOUCH BE RESPONSIBLE FOR ANY SERVICES RELATED

TO THE RECEIPT OF CASH FROM CUSTOMERS (INCLUDING THE QUALITY OF BILLS TENDERED) OR ITS REMOVAL VIA ARMORED CAR OR OTHERWISE.
v. This provision does not apply to any claims, lawsuits, causes of action, liabilities, judgments, losses arising from DynaTouch’s alleged violations of intellectual property laws.

Intellectual Property Indemnity

iv. UNDER NO CIRCUMSTANCES WILL DYNATOUCH BE RESPONSIBLE FOR ANY SERVICES RELATED TO

THE RECEIPT OF CASH FROM CUSTOMERS (INCLUDING THE QUALITY OF BILLS TENDERED) OR ITS REMOVAL VIA ARMORED CAR OR OTHERWISE.

Intellectual Property Indemnity

1. In the event there is a third party claim against Customer alleging that Customer’s use of the DynaTouch Software in accordance with this Agreement constitutes an infringement of a Canadian or United States’ patent, copyright, trademark or trade secret or other intellectual property that is valid and enforceable in Customer’s jurisdiction, DynaTouch shall, at its expense, defend and indemnify Customer and pay any final judgment (including all damages awarded against Customer) against Customer or settlement agreed to by DynaTouch on Customer’s behalf. This indemnity is only effective where (i) Customer has not made any admissions or begun settlement negotiations either prior to or after providing notice to DynaTouch of the applicable claim except with DynaTouch’s prior written consent, (ii) DynaTouch has sole control of the defense of any claim or proceeding and all negotiations for its compromise or settlement; (iii) Customer assists and provides information to DynaTouch Redlands Regular Meeting of 06-06-2023

9901 Broadway
San Antonio, TX 78217
210.828.8343 tel
210.828.6640 fax

www.dynatouch.com

throughout the action or proceeding, and (iv) Customer has not modified the Software in any manner whatsoever except with the prior written consent of DynaTouch.

2. DynaTouch’ liability for any claims under this Intellectual Property Indemnity section shall be reduced to the extent such claim arises from;
i alterations or modifications to the Software by Customer or a third party in any manner whatsoever except with the prior written consent of DynaTouch; ii combination, integration or use of the Software with software, hardware or other materials not approved by DynaTouch where such claim would not have arisen but for such combination, integration or use;
iii use of the Software other than in compliance with this Agreement; iv compliance with the Customer’s written instructions or specifications; or v use of the Software after notice from DynaTouch that it should cease due to possible infringement.

3. Any breach by Customer of its covenants under this Intellectual Property Indemnity section shall nullify this indemnity but not the sole right of DynaTouch to have full and complete authority of the defense to defend such claim or proceeding and of all negotiations related therewith and the settlement thereof. In the event that the Customer’s use of the Software is finally held to be infringing or DynaTouch deems that it may be held to be infringing, Customer agrees that the only remedy available to it is that DynaTouch shall be, at DynaTouch's election, for DynaTouch to: (1) procure for the Customer the right to continue use of the Software; or (2) modify or replace the Software so that it becomes non-infringing.

4. The foregoing states DynaTouch's entire liability, and the Customer’s exclusive remedy, with respect to any claims of infringement of any copyright, patent, trademark, trade secret or other intellectual property and property interest rights relating to the Software, or any part thereof or use thereof.

5. Customer may, at Customer’s sole cost and expense, retain counsel of its own choosing who shall be permitted to attend all settlement conferences and hearings or other court appearances related to the proceeding.

6. The indemnity provisions of this Intellectual Property Indemnity section shall not apply to any Third Party Software and DynaTouch shall have the right to substitute the licensor of the Third Party Software to perform DynaTouch’s obligations hereunder and the Customer agrees to release DynaTouch from any obligations related to such Third Party Software.

Payment
The Period of Performance (POP) will be the first day of the month immediately following receipt of goods. The POP date is used to initiate the monthly invoicing agreed to in the Quote.

Payment shall otherwise be as set forth in the Quote. Unless otherwise specified in the Quote, for a Standard Purchase payment is 50% deposit due with order; balance due when ready to ship.

Redlands Regular Meeting of 06-06-2023

9901 Broadway
San Antonio, TX 78217
210.828.8343 tel
210.828.6640 fax

www.dynatouch.com

We reserve the right to amend your payment terms if requested credit information is insufficient. Credit card purchases are acceptable, subject to additional standard fees charged to the customer of 3% of total amount charged. DynaTouch accepts VISA and MasterCard. Credit card orders require full cardholder information at the time of placing an order. The Tender of Delivery Notice may be transmitted electronically. State resale license required for nontaxable purchases in the state of Texas.

Return Policy for Standard Purchases
All sales are final.

Return Check Charge
DynaTouch will impose a $50 return check charge for all checks returned to us unpaid.

No Liens or Security Interests for KaaS sales
The kiosks supplied pursuant to this Agreement shall be and remain the property of DynaTouch.

Customer will not permit any liens or security interests to attach to said kiosks.

Security Interests for Standard Purchases
DynaTouch reserves a purchase money security interest in all products purchased to secure payment.

You agree to cooperate with any filings necessary to protect such security interests, as and if requested.

Default
You are in default of this Agreement if you: (a) fail to pay the Balance Due by the due date, (b) breach any other term or condition of this Agreement, (c) have made a material misrepresentation or misstatement in the Application, financial statement or other document submitted to us in connection with this Agreement, (d) become the subject of a bankruptcy, receivership or other insolvency proceeding. If you default on this Agreement, we may (i) declare all amounts owed on this Agreement to be immediately due and payable, (ii) commence a collection action for all amounts owed on this Agreement, (iii) retain and/or repossess all goods purchased on this Agreement and otherwise foreclose and enforce our Security Interest in accordance with applicable law, (iv) exercise all other rights and remedies accorded to us by law. You agree to pay our costs of collection, including reasonable attorney's fees and expenses. If for any reason this this Agreement terminates prior to the end of a term, you agree that any remaining obligations for payment pursuant to this agreement will be immediately due and owing.

Warranty
DynaTouch hereby warrants that each component manufactured or supplied directly by DynaTouch will be free of defects in material and workmanship for a period of one (1) year after shipment (the ""Warranty Period""), with optional extended warranties offered (see Quote details). During the Warranty Period, if On-Site Maintenance Services are NOT included, Customer shall return defective parts to DynaTouch at Customer's expense. DynaTouch shall repair or replace any defective component within thirty (30) days of receipt, at DynaTouch's expense, including all return shipping expenses.

Notwithstanding the foregoing, this warranty shall include, without limitation, all metal and plastic parts, fabrications, and formations whether or not a warranty is provided by the manufacturer, subcontractor, or supplier thereof. DynaTouch does not warrant any component supplied by customer or its suppliers. DynaTouch's warranty may be voided by misuse, accident, modification, unsuitable Redlands Regular Meeting of 06-06-2023

9901 Broadway
San Antonio, TX 78217
210.828.8343 tel
210.828.6640 fax

www.dynatouch.com

physical or operating environment, improper maintenance by Customer or Customer's service organizations, removal or alteration of part identification, or failure caused by a product for which DynaTouch is not responsible.

Warranty Disclaimer

DYNATOUCH DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A

PARTICULAR PURPOSE AND ALL OTHER WARRANTIES OF ANY NATURE EXCEPT THOSE EXPRESSLY STATED HEREIN. DYNATOUCH WILL NOT BE LIABLE FOR ANY INCIDENTAL OR CONSEQUENTIAL

DAMAGES, NOR FOR ANY DAMAGES OR DELAYS CAUSED BY CIRCUMSTANCES BEYOND OUR CONTROL,

INCLUDING, WITHOUT LIMITATION, LABOR PROBLEMS, SHORTAGE OF GOODS OR RAW MATERIALS, FIRE, FLOOD, WEATHER OR OTHER ACTS OF GOD.

Credit Approval
This Agreement shall not be effective and binding on us and this Agreement shall not be active until such time as we have advised you it has been approved by our Accounting Office.

Governing Law
This Agreement is governed by and construed in accordance with the laws of the State of California.

Venue for any action relating to this Agreement shall be the federal courts for Riverside County; provided, however, that if subject matter jurisdiction is improper in said federal courts, it shall be had in the state courts of San Bernandino County.

Assignment
DynaTouch may not sell, assign and/or transfer any or all of this Agreement or any balances due thereunder without your consent which consent shall not be unreasonably withheld. You may not sell, assign or transfer your Obligation without DynaTouch’s consent which consent shall not be unreasonably withheld

Entire Agreement
This Agreement constitutes the entire agreement between you and DynaTouch and supersedes all of our prior written and oral agreements and understandings relating to the subject. DynaTouch may at any time, subject to applicable law, change or alter the terms and conditions stated herein governing the Agreement with the prior written consent of Customer. DynaTouch, within this agreement is referred to as "DynaTouch" and the words "you" and "your" refer to the Customer for which this quote is being processed. This Agreement will not be interpreted more favorably for or against a party on account of drafting.

Redlands Regular Meeting of 06-06-2023

9901 Broadway
San Antonio, TX 78217
210.828.8343 tel
210.828.6640 fax

www.dynatouch.com

Company Name: ___________________________________________

Signature: ________________________________________________

Name: ____________________________________________________

Title: _____________________________________________________

Date: _____________________________________________________

DynaTouch

Signature: ________________________________________________

Name: ____________________________________________________

Title: _____________________________________________________

Date: _____________________________________________________

Ship To (Please Complete)

__________________________________________________________

__________________________________________________________

__________________________________________________________

__________________________________________________________ Redlands Regular Meeting of 06-06-2023

City Council/Successor Agency Meeting J. 10.

DATE: 06/06/2023
TO: Honorable Mayor and City Council Members
SUBJECT: Approve an intergovernmental purchase of Pure Storage Storage Area Network (SAN) hardware, for server storage enhancements from Presidio Networked Solutions Group, LLC, in the amount of $67,488.75 (Management Services/Finance Director Garcia) MOTION(S):

If the City Council determines that staff’s recommendation is appropriate, the following motion is provided:

I move to approve an intergovernmental purchase of Pure Storage Storage Area Network (SAN) hardware, for server storage enhancements from Presidio Networked Solutions Group, LLC, in the amount of $67,488.75.

RECOMMENDATION:

Staff recommends that the City Council approve an intergovernmental purchase of Pure Storage Storage Area Network (SAN) hardware, for server storage enhancements from Presidio Networked Solutions Group, LLC, in the amount of $67,488.75.

DISCUSSION:

Technology standards are critical in order for the City to maintain daily operations without service interruptions. Aged technology components can provide interoperability issues with newer technology solutions. It is also paramount to maintaining service level support on all critical components.

The replacement of the City's storage area network (SAN) will not only provide advanced storage and de-duplication features, but will bring the hardware back under an active hardware maintenance contract. The new SAN will provide some of the newer technology trends that may provide opportunities to improve services and efficiency within the City's operations. Some of these trends Redlands Regular Meeting of 06-06-2023

services and efficiency within the City's operations. Some of these trends include:
100% all-flash NVMe array storage (newest storage disk technology) Always-on ransomware remediation with SafeMode snapshots (data preservation)
Industry-leading 5:1 data deduction average with de-duplication (highest efficiency storage)
Staff followed the City's procurement guidelines by examining and selecting an existing competitively-bid cooperative contract agreement with the National Association of State Procurement Officials (NASPO) ValuePoint. NASPO is a non-profit association made up of the directors of the central purchasing offices of the 50 states, District of Columbia and territories of the United States. By utilizing the NASPO ValuePoint cooperative purchasing, the City is able to benefit from the combined purchasing power of more than 50,000 government, educational, and non-profit organizations. The purpose of these cooperative contract programs enabled the City to take advantage of preferred pricing and administrative efficiencies. Based on staff's assessment, the hardware and equipment proposed for purchase are recommended to be sourced through this cooperative purchasing agreement.

ALTERNATIVES:

City Council may choose to reject, modify or table the proposed purchase.

However, the purchase is recommended in order to ensure the required system reliability necessary for the City's operations.

STRATEGIC PLAN:

N/A
SUBMITTED BY:

Danielle Garcia, Management Services/Finance Director
RECOMMENDED BY:

Charles M. Duggan Jr., City Manager
REVIEWED BY:

Janice McConnell, Assistant City Manager
Danielle Garcia, Management Services/Finance Director
Dana Abramovitz-Daniel, Procurement Manager
PREPARED BY:

Eric Owens, IT Manager
Redlands Regular Meeting of 06-06-2023

Fiscal Impact
Fiscal Year: FY 2022-23
Revenue Generating: No
Appropriation Required Y/N: No
Amount: $67,488.75
Budgeted Y/N: Y
Account No.: 604900
Discussion:

Attachments
Pure Storage NASPO Contract
Pure Storage NASPO Contract Amendment/Extension
SAN Quote
Cooperative and Intergovernmental Form
Redlands Regular Meeting of 06-06-2023

1iifllliBIIIB

STATE OF MINNESOTA
Materials Management Division
112 Administration Building
50 Sherburne Avenue
St. Paul, MN 55155 DEPARTMENT OF ADMINISTRATION
Voice: 651.296.2600
Fax: 651.297.3996

MINNESOTA WSCA-NASPO MASTER AGREEMENT AWARD
WITH

PURE STORAGE
FOR
COMPUTER EQUIPMENT: Storage including Related Peripherals & Services To: Pure Storage, Incorporated
Suite 260
650 Castro Street
Mountain View, California 94041
Contract Administrator:

Melanie Stevens
[email protected]
Phone: 206-708-50007
CONTRACT NO:

CONTRACT PERIOD:

Through
EXTENSION OPTION:

MNWNC-125
April 1, 2015, or upon final
executed signatures,
whichever is later
March 31, 2017
UP TO 36 MONTHS
You are hereby notified that your response to our solicitation, which opened January 31, 2014, is accepted. The following documents, in order of precedence, are incorporated herein by reference and constitute the entire Contract between you and the State: 1. A Participating Entity's Participating Addendum ("PA") A Participating Entity's Participating Addendum shall not diminish, change, or impact the rights of the Lead State with regard to the Lead State's contractual relationship with the Contract Vendor under the Terms of Minnesota WSCA-NASPO Master Agreement.; 2. Minnesota WSCA-NASPO Master Agreement; 3. The Solicitation; and 4. the Contract Vendor's response to the Solicitation. 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.

IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed intending to be bound thereby.

1. PURE STORAGE, INCORPORATED
By:

Title:

Date:

By:

Title:

Date:

The Contractor certifies that the appropriate person(s) have executed this Agreement on behalf of the Contractor as required by applicable articles, bylaws, resol Uons, or ordinances. tvtw
Signature
Signaturs
Printed Name

2. MINNESOTA MATERIALS MANAGEMENT DIVISION
In accordance with Minn. Stat· 16C.03, subd. 3.

Date:

Tille: Masteu\li9ent Administrator

3. MINNESOTA COMMISSIONER OF ADMINISTRATION
Or delegated representative.

By:

Date: Original signed
MAR 19 2015
By lucas J. Jennett
CONTRACT NO. MNWNC·125 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT PURE STORAGE. INCORPORATED Redlands Regular Meeting of 06-06-2023

COMPUTER EQUIPMENT
2014-2019

MINNESOTA WSCA-NASPO MASTER AGREEMENT AWARD

TABLE OF CONTENTS

TABLE OF CONTENTS

SUMMARY
EXHIBIT A· TERMS & CONDITIONS
EXHIBIT B • PRICING
EXHIBIT B ·PRICING SCHEDULE
EXHIBIT C ·PRODUCT AND SERVICE SCHEDULE (PSS)
EXHIBIT D ·WEBSITE
EXHIBIT E ·ACTION REQUEST UPDATE FORM (ARF)
EXHIBIT F • REPORTING
EXHIBIT G • DEFINITIONS
2 CONTRACT NO. MNWNC-125 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT 2 3
5 23
25 26
27 28
30 31

PURE STORAGE, INCORPORATED
Redlands Regular Meeting of 06-06-2023

WIDlta

DEPARTMENT OF ADMINISTRATION

COMPUTER EQUIPMENT
2014-2019

MINNESOTA WSCA-NASPO MASTER AGREEMENT AWARD

SUMMARY

1. BACKGROUND. The State of Minnesota, Department of Administration, Materials Management Division publicly posted a Request for Proposal on behalf of the State of Minnesota and WSCA-NASPO Cooperative Procurement Program ('WSCA-NASPO") resulting in a Master Agreement Award. After evaluation by a multi-state sourcing team the solicitation resulted in this Minnesota WSCA-NASPO Master Agreements with qualified manufacturers for Computer Equipment (Desktops, Laptops, Tablets, Servers, and Storage including related Peripherals & Services).

The original solicitation contains the requirements and definitions establishing the following Product Bands allowed on the Master Agreement. The configuration limits and restrictions for this Master Agreement are provided below.

Participating Entities may revise these in their Participating Addendum. Bands awarded are identified below:

Band 5: Storage
The original solicitation included Band 6: Ruggedized. This band has been removed and ruggedized equipment will be allowed in Bands 1-5. The original solicitation and responses may be found on the WSCA-NASPO Website.

2. EFFECTIVE DATE: The Master Agreement contract term will begin on April1, 2015, or upon final executed signatures, whichever is later, through March 31, 2017, with the option to extend up to 36 months, upon agreement by both parties. Contract Sales may not begin until the Website, Product and Service Schedule and third party products have been approved by the Master Agreement Administrator.

3. PARTICIPATION. All authorized governmental entities in any State are welcome to use the resulting Master Agreements through WSCA-NASPO with the approval of the State Chief Procurement Official. Contract Vendors are able to sign Participating Addendums (PA) at the option of Participating States. Participating States reserve the right to add State specific terms and conditions and modify the scope of the contract in their Participating Addendum as allowed by the Master Agreement.

4. CONFIGURATION DOLLAR LIMITS. The following configuration limits apply to the Master Agreement. Participating States may define their configuration limits in their participating addendum. The Participating State's Chief Procurement Official may increase or decrease the configuration limits, as defined in their Participating Addendum.

The Participating State will determine with the Contract Vendor how to approve these modifications to the State's Product and Service Schedule.

The dollar limits identified below are based on a SINGLE computer configuration. This is NOT a restriction on the purchase of multiple configurations (e.g. an entity could purchase 10 laptops @ $10,000 for a total purchase price of $100,000).

ITEM CONFIGURATION*
Server $500,000
Storage $500,000
Desktops $ 10,000
Laptops $ 1 0, 000
Tablets $ 5,000
Peripherals $ 5,000
Services Addressed by each State in participating addendum • Configuration is defined as the combination of hardware and software components that make up the total functioning system. Software purchases are considered a part of the configuration limit of the equipment. 3 CONTRACT NO. MNWNC-125 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT PURE STORAGE, INCORPORATED Redlands Regular Meeting of 06-06-2023

5. RESTRICTIONS. The following restrictions apply to the Master Agreement. A Participating State may set further restrictions of products in their Participating Addendum. The Participating State will determine with the Contract Vendor how to approve these modifications to the State's Product and Service Schedule. a. Software

1. Software is restricted to operating systems and commercial off-the-shelf (COTS) software and is subject to equipment configuration limits.

2. Software is an option which must be related to the procurement of equipment.

3. Software must be pre-loaded or provided as an electronic link with the initial purchase of equipment.

4. Software such as middleware which is not always installed on the equipment, but is related to storage and server equipment (Band 4&5) purchased, is allowed and may be procured after the initial purchase of equipment.
b. Services

1. Services must be related to the procurement of equipment.

2. Service limits will be addressed by each State.

3. Wireless phone and internet service is not allowed.

4. Cloud Services including acquisitions structured as managed on-site services are not allowed.

5. Managed Print Services are not allowed.
c. Third Party Products.

1. Contract Vendors can only offer Third Party Products in the bands they have been awarded.

2. Contract Vendor cannot offer products manufactured by another Contract Vendor holding a Minnesota WSCA-NASPO Master Agreement unless approved by the Lead State. d. Additional Product/Services

1. Hardware and software required to solely support wide area network (WAN) operation and management are not allowed.

2. Lease/Rentals of equipment may be allowed and will be addressed by each State.

3. Cellular Phone Equipment is not allowed.

4. EPEAT Bronze requirement may be waived, on a State case by case basis, if approved by the State's Chief Procurement Officer.

6. PARTNER UTILIZATION: Each state represented by WSCA-NASPO that chooses to participate in this Master Agreement independently has the option of utilizing partners. Only partners approved by the Participating State may be deployed. The participating Slate will define the process to add and remove partners in their participating addendum.
4 CONTRACT NO. MNWNC-125 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT PURE STORAGE, INCORPORATED Redlands Regular Meeting of 06-06-2023

DEPARTMENT'Ot= ADMINIStRATION

COMPUTER EQUIPMENT
2014-2019

MINNESOTA WSCA-NASPO MASTER AGREEMENT AWARD

EXHIBIT A -TERMS & CONDITIONS

MASTER AGREEMENT TERMS AND CONDITIONS
A. GENERAL TERMS, CONDITIONS & INSTRUCTIONS

1. ACCEPTANCE OF TERMS AND CONDITIONS. The contents of the RFP and the response of the successful responder will become Master Agreement contractual obligations, along with the final Master Agreement, if acquisition action ensues. A statement of acceptance of the proposed Contract Terms and Conditions, unless taken exception to, as specified in the RFP must be included in the response. Any suggestions for alternate language shall be presented.

The Lead State is under no obligation to accept wording changes submitted by the responder. The Lead State is solely responsible for rendering decisions in matters of interpretation on all terms and conditions. Any response which fails to comply with this requirement may be disqualified as nonresponsive.

All general proposal terms, specifications and WSCA-NASPO Terms & Conditions form a part of this RFP and will apply to any Master Agreements entered into as a result thereof.

2. CONFLICT OF TERMS/ORDER OF PRECEDENCE:
a. A Participating Entity's Participating Addendum ("PA"); b. Minnesota WSCA-NASPO Master Agreement
c. The Solicitation including all Addendums; and
d. Contract Vendor's response to the Solicitation
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. Contract Vendor 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 the Master Agreement as an Exhibit or Attachment. No other terms and conditions shall apply, including terms and conditions listed in the Contract Vendor's response to the Solicitation, or terms listed or referenced on the Contract Vendor's website, in the Contract Vendor quotation/sales order or in similar documents subsequently provided by the Contract Vendor. The solicitation language prevails unless a mutually agreed exception has been negotiated.

3. ADDENDA TO THE RFP. Any addendum issued will become a part of the RFP. The Lead State may modify or clarify the RFP by issuing one or more addenda to all parties who have received the RFP. Each responder must follow the directions on the addendum. Addenda will be numbered consecutively in the order they are issued.

4. AWARD. The award of this solicitation will be based upon the total accumulated points as established in the RFP, for separate items, by grouping items, or by total lot, and where at its sole discretion the Lead State believes it will receive the best value. The Lead Stale reserves the right to award this solicitation to a single responder, or to multiple responders, whichever is in the best interest of the Lead State. It is the State's intent to award to multiple responders.

The Lead State reserves the right to accept all or part of an offer, to reject all offers, to cancel the solicitation, or tore- issue the solicitation, whichever is in the best interest of the Lead State. ' The Sourcing Team will make a recommendation on the award of this RFP .. The commissioner of Administration or designee may accept or reject the recommendation of the Sourcing Team. The final award decision will be made by the Commissioner of Administration and the WSCA-NASPO Management Board.

5. CLARIFICATION. If a responder discovers any significant ambiguity, error, conflict, discrepancy, omission, or other deficiency in the RFP, the responder shall immediately notify the Acquisition Management Specialist in writing, as 5 CONTRACT NO. MNWNC-125 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT PURE STORAGE, INCORPORATED Redlands Regular Meeting of 06-06-2023

specified in the introduction, of such error and request modification or clarification of the document. This notification is due no later than seven calendar days prior to the proposal due date and time.

Responders are cautioned that any activity or communication with a State employee or officer, or a member of the Evaluation Team, regarding this Solicitation's contents or process, is strictly prohibited and may, as a result, have its response rejected. Any communication regarding this Solicitation, its content or process, must be directed to the Acquisition Management Specialist listed in the Solicitation documents.

6. COMPLETION OF RESPONSES. A response may be rejected if it is conditional or incomplete. Responses that contain conflicting, false, or misleading statements or that provide references that contradict or do not support an attribute or condition stated by the responder, may be rejected.

7. MASTER AGREEMENT ADMINISTRATOR. The Master Agreement Administrator designated by WSCA-NASPO and the State of Minnesota, Department of Administration is: Susan Kahle. Direct all correspondence and inquiries, legal questions, general issues, or technical issues regarding this RFP to:

Susan Kahle
Acquisition Management Specialist
Department of Administration
Materials Management Division
50 Sherburne Avenue
112 Administration Building
St. Paul, MN 55155
Fax: 651.297.3996
E-mail: [email protected]

8. DISPOSITION OF DATA SUBMITTED BY CONTRACT VENDOR. All materials submitted in response to this RFP will become property of the Lead State and will become public record after the evaluation process is completed. The evaluation process is complete when negotiations with the selected vendors are final.

By executing this Contract, the Contract Vendor certifies and agrees that all information provided in the Contract and in response to the solicitation will be made public in accordance with the solicitation and that no information has been designated Trade Secret pursuant to the Minnesota Government Data Practices Act.

If the Contract Vendor submits information after execution of this Contract that it believes to be trade secret materials, as defined by the Minnesota Government Data Practices Act, Minn. Stat. § 13.37, the Contract Vendor must:
a. clearly mark all trade secret materials at the time the information is submitted; b. include a statement with regard to the information justifying the trade secret designation for each item; and, c. defend any action seeking release of the materials it believes to be trade secret, and indemnify and hold harmless the Lead State, its agents and employees, from any judgments awarded against the Lead State in favor of the party requesting the materials, and any and all costs connected with that defense. This indemnification survives the Lead State's award of a Master Agreement. In submitting a response to the RFP, the responder agrees that this indemnification survives as long as the trade secret materials are in possession of the Lead State. The Lead State will not consider the prices submitted by the responder to be trade secret materials.

9. DISPUTE RESOLUTION PROCEDURES. Any issue a responder has with the RFP document, which includes, but is not limited to, the terms, conditions, and specifications, must be submitted in writing to and received by the Master Agreement Administrator prior to the opening due date and time. Any issue a responder has with the Master Agreement award must be submitted in writing to the Master Agreement Administrator within five working days from the time the notice of the intent to award is issued. This notice may be made by any of the following methods:
notification by letter, fax or email, or posted on the Materials Management website, www.mmd.admin.state.mn.us. The Lead State will respond to any protest received that folloWs the above procedure. For those protests that meet the above submission requirements, the appeal process is, in sequence: The responsible Master Agreement Administrator, the Materials Management Division (MMD) Assistant Director, and the MMD Director.

10. ELECTRONIC FILES TO DOWNLOAD, COMPLETE, AND RETURN. Responders must download a Word/Excel document.

11. ENTIRE AGREEMENT. A written Master Agreement (including the contents of this RFP and selected portions of Contract Vendor's response incorporated therein by reference) and any written addenda thereto constitute the entire agreement of the parties to the Master Agreement.
6 CONTRACT NO. MNWNC-125 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT PURE STORAGE, INCORPORATED Redlands Regular Meeting of 06-06-2023

12. IRREVOCABLE OFFER. In accordance with this Request for Proposal, and subject to all conditions thereof, the undersigned agrees that its response to this RFP, or any part thereof, is an irrevocable offer for 180 days following the submission deadline date unless stated otherwise in the RFP. It is understood and agreed that the response, or any part thereof, when accepted by the appropriate department and State officials in writing, may become part of a legal and binding Master Agreement between the undersigned vendor and the State of Minnesota.

13. MATERIAL DEVIATION. A responder shall be presumed to be in agreement with these terms and conditions unless it takes specific exception to one or more of the conditions. Submission by the responder of its proposed language shall not be viewed as an exception unless the responder specifically states in the response that its proposed changes are intended to supersede the terms and conditions.

RESPONDERS ARE CAUTIONED THAT BY TAKING ANY EXCEPTION THEY MAY BE MATERIALLY DEVIATING FROM THE REQUEST FOR PROPOSAL. IF A RESPONDER MATERIALLY DEVIATES FROM THE

GENERAL TERMS, CONDITIONS AND INSTRUCTIONS OR THE WSCA-NASPO TERMS AND CONDITIONS AND/OR SPECIFICATIONS, ITS RESPONSE MAY BE REJECTED.

A material deviation is an exception to the Request for Proposal general or WSCA-NASPO terms and conditions and/or specifications that:
a. gives the responder taking the exception a competitive advantage over other vendors; or, b. gives the Lead State something significantly different from that which the Lead State requested.

14. NONRESPONSIVE RESPONSES. Responses that do not comply with the provisions in the RFP may be considered nonresponsive and may be rejected.

15. NOTICES. If one party is required to give notice to the other under the Master Agreement, such notice shall be in writing and shall be effective upon receipt. Delivery may be by certified United States mail or by hand, in which case a signed receipt shall be obtained. A facsimile transmission shall constitute sufficient notice, provided the receipt of the transmission is confirmed by the receiving party. Either party must notify the other of a change in address for notification purposes. All notices to the Lead State shall be addressed as follows:

STATE OF MINNESOTA:

MN WSCA-NASPO COMPUTER EQUIPMENT CONTRACT ADMINISTRATOR 50 Sherburne Avenue
112 Administration Bldg.

St. Paul, MN 55155
651-296-2600
7 CONTRACT NO. MNWNC·125 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT PURE STORAGE, INCORPORATED Redlands Regular Meeting of 06-06-2023

MASTER AGREEMENT TERMS AND CONDITIONS
B. WSCA-NASPO TERMS AND CONDITIONS

1. ADMINISTRATIVE FEES. The Contract Vendor shall pay a WSCA-NASPO Administrative Fee of one-tenth of one percent (0.1% or 0.001) in accordance with the Terms and Conditions of the Master Agreement no later than 60 days following the end of each calendar quarter. The WSCA-NASPO Administrative Fee shall be submitted quarterly and is based on sales of products and services (less any charges for taxes or shipping). The WSCA-NASPO Administrative Fee is not negotiable. This fee is to be included as part of the pricing submitted with proposal.

Additionally, some states may require an additional fee be paid directly to the state 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 Contract Vendor may adjust the Master Agreement pricing accordingly for purchases made by Purchasing Entities within the jurisdiction of the state. All such agreements may not affect the WSCA-NASPO Administrative Fee or the prices paid by the Purchasing Entities outside the jurisdiction of the state requesting the additional fee.

2. AGREEMENT ORDER OF PRECEDENCE. The Master Agreement shall consist of the following documents:

1. A Participating Entity's Participating Addendum ("PA");

2. Minnesota WSCA-NASPO Master Agreement

3. The Solicitation including all addendums; and

4. Contract Vendor's response to the Solicitation
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. Contract Vendor 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. No other terms and conditions shall apply, including terms and conditions listed in the Contract Vendor's response to the Solicitation, or terms listed or referenced on the Contract Vendor's website, in the Contract Vendor quotation/sales order or in similar documents subsequently provided by the Contract Vendor. The solicitation language prevails unless a mutually agreed exception has been negotiated.

3. AMENDMENTS. The terms of this Master Agreement shall not be waived, altered, modified, supplemented or amended in any manner whatsoever without prior written approval of the WSCA-NASPO Master Agreement Administrator.

4. ASSIGNMENT OF ANTITRUST RIGHTS. Contract Vendor irrevocably assigns to a Participating Entity any claim for relief or cause of action which the Contract Vendor now has or which may accrue to the Contract Vendor in the future by reason of any violation of state or federal antitrust laws (15 U.S.C. § 1-15 or a Participating Entity's state antitrust provisions), as now in effect and as may be amended from time to time, in connection with any goods or services provided to the Contract Vendor for the purpose of carrying out the Contract Vendor's obligations under this Master Agreement or Participating Addendum, including, at a Participating Entity's option, the right to control any such litigation on such claim for relief or cause of action.

5. ASSIGNMENT/SUBCONTRACT. Contract Vendor shall not assign, sell, transfer, subcontract or sublet rights, or delegate responsibilities under this Master Agreement, in whole or in part, without the prior written approval of the WSCA-NASPO Master Agreement Administrator.

6. CANCELLATION. Unless otherwise stated in the terms and conditions, any Master Agreement may be canceled by either party upon 60 days' notice, in writing, prior to the effective date of the cancellation. Further, any Participating Entity may cancel its participation upon 30 days written notice, unless otherwise limited or stated in the special terms and conditions of this solicitation or in the applicable Participating Addendum. Cancellation may be in whole or in part. Any cancellation under this provision shall not affect the rights and obligations attending orders outstanding at the time of cancellation, including any right of a Participating Entity to indemnification by the Contract Vendor, rights of payment for goods/services delivered and accepted, and rights attending any warranty or default in performance in association with any order. Cancellation of the Master Agreement due to Contract Vendor default may be immediate if defaults cannot be reasonably cured as allowed per Default and Remedies term.

7. CONFIDENTIALITY. NON-DISCLOSURE AND INJUNCTIVE RELIEF.

7.1 Confidentiality. Contract Vendor acknowledges that it and its employees or agents may, in the course of providing the Product under this Master Agreement, be exposed to or acquire information that is confidential to Participating Entity or Participating Entity's clients. Any and all information of any form that is marked as confidential 8 CONTRACT NO. MNWNC-125 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT PURE STORAGE, INCORPORATED Redlands Regular Meeting of 06-06-2023

or would by its nature be deemed confidential obtained by Contract Vendor or its employees or agents in the performance of this Master Agreement, including, but not necessarily limited to (a) any Participating Entity records, (b) personnel records, and (c) information concerning individuals, is confidential information of Participating Entity ("Confidential Information"). Any reports or other documents or items (including software) that result from the use of the Confidential Information by Contract Vendor shall be treated in the same manner as the Confidential Information.

Confidential Information does not include information that (a) is or becomes (other than by disclosure by Contract Vendor) publicly known; (b) is furnished by Participating Entity to others without restrictions similar to those imposed by this Master Agreement; (c) is rightfully in Contract Vendor's possession without the obligation of nondisclosure prior to the time of its disclosure under this Master Agreement; (d) is obtained from a source other than Participating Entity without the obligation of confidentiality, (e) is disclosed with the written consent of Participating Entity or; (f) is independently developed by employees, agents or subcontractor of Contract Vendor who can be shown to have had no access to the Confidential Information

7.2 Non-Disclosure. Contract Vendor shall hold Confidential Information in confidence, using at least the industry standard of confidentiality, and not to copy, reproduce, sell, assign, license, market, transfer or otherwise dispose of, give, or disclose Confidential Information to third parties or use Confidential Information for any purposes whatsoever other than the performance of this Master Agreement to Participating Entity hereunder, and to advise each of its employees and agents of their obligations to keep Confidential Information confidential. Contract Vendor shall use commercially reasonable efforts to assist Participating Entity in identifying and preventing any unauthorized use or disclosure of any Confidential Information. Without limiting the generality of the foregoing, Contract Vendor shall advise Participating Entity immediately if Contract Vendor 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 Contract Vendor shall at its expense cooperate with Participating Entity in seeking injunctive or other equitable relief in the name of Participating Entity or Contract Vendor against any such person. Except as directed by Participating Entity, Contract Vendor will not at any time during or after the term of this Master Agreement disclose, directly or indirectly, any Confidential Information to any person, except in accordance with this Master Agreement, and that upon termination of this Master Agreement or at Participating Entity's request, Contract Vendor shall turn over to Participating Entity all documents, papers, and other matter in Contract Vendor's possession that embody Confidential Information. Notwithstanding the foregoing, Contract Vendor may keep one copy of such Confidential Information necessary for quality assurance, audits and evidence of the performance of this Master Agreement.

7.31njunctive Relief. Contract Vendor acknowledges \hat breach of this Section, including disclosure of any Confidential Information, will cause irreparable injury to Participating Entity that is inadequately compensable in damages. Accordingly, Participating Entity may seek and obtain injunctive relief against the breach or threatened breach of the foregoing undertakings, in addition to any other legal remedies that may be available. Contract Vendor acknowledges and agrees that the covenants contained herein are necessary for the protection of the legitimate business interests of Participating Entity and are reasonable in scope and content.

7.4 Participating Entitv is agreeing to the above language to the extent is not in conflict with Participating Entities public disclosure laws.

8. DEBARMENT. The Contract Vendor certifies that neither it nor its principals are presently debarred, suspended, proposed for debarment, declared ineligible, or voluntary excluded from participation in this transaction (Master Agreement) by any governmental department or agency. If the Contract Vendor cannot certify this statement, attach a written explanation for review by WSCA-NASPO.

In any order against this Master Agreement for a requirement established by a Purchasing Entity that discloses the use of federal funding, to the extent another form of certification is not required by a Participating Addendum or the order of the Purchasing Entity, the Contractor's quote represents a recertification consistent with the terms of paragraph 8, Section 20, Minnesota Terms and Conditions

9. DEFAULTS & REMEDIES.
a. The occurrence of any of the following events shall be an event of default under this Master Agreement:
i. Nonperformance of contractual requirements; or
ii. A material breach of any term or condition of this Master Agreement; or iii. Any representation or warranty by Contract Vendor in response to the solicitation or in this Master Agreement proves to be untrue or materially misleading; or
iv. Institution of proceedings under any bankruptcy, insolvency, reorganization or similar law, by or against Contract Vendor, or the appointment of a receiver or similar officer for Contract Vendor or any of its property, · which is not vacated or fully stayed within thirty (30) calendar days after the institution or occurrence thereof; · or
v. Any default specified in another section of this Master Agreement. b. Upon the occurrence of an event of default, Lead State shall issue a written notice of default, identifying the nature of the default, and providing a period of 30 calendar days in which Contract Vendor shall have an 9 CONTRACT NO. MNWNC·125 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT PURE STORAGE, INCORPORATED Redlands Regular Meeting of 06-06-2023

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 not diminish or eliminate Contract Vendor's liability for damages, including liquidated damages to the extent provided for under this Master Agreement. c. If Contract Vendor is afforded an opportunity to cure and fails to cure the default within the period specified in the written notice of default, Contract Vendor shall be in breach of its obligations under this Master Agreement and Lead State shall have the right to exercise any or all of the following remedies:
i. Exercise any remedy provided by law; and
ii. Terminate this Master Agreement and any related Master Agreements or portions thereof; and iii. Impose liquidated damages as provided in this Master Agreement; and iv. Suspend Contract Vendor from receiving future bid solicitations; and v. Suspend Contract Vendor's peliormance; and
vi. Withhold payment until the default is remedied.
d. 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 have all of the rights and remedies under this paragraph regarding its participation in the Master Agreement, in addition to those set forth in its Participating Addendum. Unless otherwise specified in 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. Nothing in these Master Agreement Terms and Conditions shall be construed to limit the rights and remedies available to a Purchasing Entity under the applicable commercial code.

10. DELIVERY. Unless otherwise indicated in the Master Agreement, the prices are the delivered price to any Purchasing Entity. All deliveries shall be F.O.B. destination with all transportation and handling charges paid by the Contract Vendor. Additional delivery charges will not be allowed for back orders.

11. FORCE MAJEURE. Neither party to this Master Agreement shall be held responsible for delay or default caused by fire, riot, acts of God and/or war which is beyond that party's reasonable control. The WSCA-NASPO Master Agreement Administrator may terminate this Master Agreement after determining such delay or default will reasonably prevent successful peliormance of the Master Agreement.

12. GOVERNING LAW. This procurement and the resulting 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 any Participating Addendum or order against the Master Agreements shall be governed by and construed in accordance with the laws of the Participating Entity's State. Venue for any claim, dispute or action concerning an order placed against the Master Agreements or the effect of a Participating Addendum shall be in the Purchasing Entity's State.

13. INDEMNIFICATION. DELETED SEE SECTION 2C17.

14. INDEMNIFICATION -INTELLECTUAL PROPERTY. DELETED SEE SECTION 2C17

15. INDEPENDENT CONTRACT VENDOR. The Contract Vendor shall be an independent Contract Vendor, and as such shall have no authorization, express or implied to bind WSCA-NASPO or the respective states to any agreements, settlements, liability or understanding whatsoever, and agrees not to perform any acts as agent for WSCA-NASPO or the states, except as expressly set forth herein.

16. INDIVIDUAL CUSTOMER. Except to the extent modified by a Participating Addendum, each Participating 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 to recover any costs allowed 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 Contract Vendor will apply the charges and invoice each Purchasing Entity individually.

17. INSURANCE. Except to the extent mollified by a Participating Addendum, Contract Vendor shall, during the term of this Master Agreement, maintain in full1,'orce and effect, the insurance described in this section. Contract Vendor shall acquire such insurance from an insurance carrier or carriers licensed to conduct business in the Participating Entity's state and having a rating of A-, Class VII or better, in the most recently published edition of Best's Reports. Failure to buy and maintain the required insurance may result in this Master Agreement's termination or at a Participating Entity's option, result in termination of its Participating Addendum. 10 CONTRACT NO. MNWNC-125 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT PURE STORAGE, INCORPORATED Redlands Regular Meeting of 06-06-2023

Coverage shall be written on an occurrence basis. The minimum acceptable limits shall be as indicated below, with no deductible for each of the following categories:
a) Commercial General Liability covering the risks of bodily injury (including death), property damage and personal injury, including coverage for contractual liability, with a limit of not less than $1 million per occurrence/$2 million general aggregate;
b) Contract Vendor must comply with any applicable State Workers Compensation or Employers Liability Insurance requirements.

Contract Vendor shall pay premiums on all insurance policies. Such policies shall also reference this Master Agreement and shall have a condition that they not be revoked by the insurer until thirty (30) calendar days after notice of intended revocation thereof shall have been given to Participating Entity by the Contract Vendor.

Prior to commencement of the work, Contract Vendor shall provide to the Participating Entity a written endorsement to the Contract Vendor's general liability insurance policy that (i) names the Participating Entity as an additional insured, (ii) provides that no material alteration, cancellation, non-renewal, or expiration of the coverage contained in such policy shall have effect unless the named Participating Entity has been given at least thirty (30) days prior written notice, and (iii) provides that the Contract Vendor's liability insurance policy shall be primary, with any liability insurance of the Participating Entity as secondary and noncontributory.

Contract Vendor shall furnish to Participating Entity copies of certificates of all required insurance within thirty (30) calendar days of the Participating Addendum's effective date and prior to performing any work. Copies of renewal certificates of all required insurance shall be furnished within thirty (30) days after renewal date. These certificates of insurance must expressly indicate compliance with each and every insurance requirement specified in this section.

Failure to provide evidence of coverage may, at the Lead State Master Agreement Administrator's sole option, result in this Master Agreement's termination.

Coverage and limits shall not limit Contract Vendor's liability and obligations under this Master Agreement.

18. LAWS AND REGULATIONS. Any and all supplies, services and equipment offered and furnished shall comply fully with all applicable Federal and State laws and regulations.

19. LICENSE OF PRE-EXISTING INTELLECTUAL PROPERTY. DELETED- SEE SECTION 2830 FOR REVISED TERM ADDRESSING TITLE OF PRODUCT.

20. NO WAIVER OF SOVEREIGN IMMUNITY. The Lead State, Participating Entity or Purchasing Entity to the extent it applies does not waive its sovereign immunity by entering into this Contract and fully retains all immunities and defenses provided by law with regard to any action based on this Contract.

If a claim must be brought in a federal forum, then it must be brought and adjudicated solely and exclusively within the United States District Court of the Participating Entity's State.

21. ORDER NUMBERS. Contract order and purchase order numbers shall be clearly shown on all acknowledgments, shipping labels (if possible), packing slips, invoices, and on all correspondence.

22. PARTICIPANTS. WSCA-NASPO Cooperative Purchasing Organization LLC is not a party to the Master Agreement.

It is a nonprofit cooperative purchasing organization assisting states in administering the WSCAINASPO cooperative purchasing program for state government departments, institutions, agencies and political subdivisions (e.g., colleges, school districts, counties, cities, etc.,) for all 50 states and the District of Columbia. Obligations under this Master Agreement are limited to those Participating States who have signed a Participating Addendum where contemplated by the solicitation. Financial obligations of Participating States are limited to the orders placed by the departments or other state agencies and institutions having available funds. Participating States incur no financial obligations on behalf of political subdivisions. Unless otherwise specified in the solicitation, the resulting award will be permissive.

23. PARTICIPATION OF ENTITIES. Use of specific WSCA-NASPO cooperative Master Agreements by state agencies, political subdivisions and other entities (including cooperatives) authorized by individual state's statutes to use state contracts are subject to the approval of the respective State Chief Procurement Official. Issues of interpretation and eligibili\y for participation are solely within the authority of the respective State Chief Procurement Official.

24. PAYMENT . Payment for completion of an order under this Master Agreement is normally made within 30 days following the date the entire order is delivered or the date a correct invoice is received, whichever is later. After 45 days the Contract Vendor may assess overdue account charges up to a maximum rate of one percent per month 11 CONTRACT NO. MNWNC-125 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT PURE STORAGE, INCORPORATED Redlands Regular Meeting of 06-06-2023

on the outstanding balance. Payments will be remitted by mail. Payments may be made via a State or political subdivision "Purchasing Card" with no additional charge.

25. PUBLIC INFORMATION. The Master Agreement and all related documents are subject to disclosure pursuant to the Participating Entity's public information laws.

26. RECORDS ADMINISTRATION AND AUDIT. The disclosure of records in Participating States relating to Participating addenda and orders placed against the Master Agreement shall be governed by the laws of the Participating State and entity who placed the order.

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 performance and administration of payments and fees. Contractor shall permit the Lead State, a Participating Entity, a Purchasing Entity, the federal government (including its grant awarding entities and the U.S. Comptroller General), and any other duly authorized agent of a governmental 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 five (5) years following termination of this Agreement or final payment for any order placed by a Purchasing Entity against this Agreement, whichever is later, to assure compliance with the terms hereof or to evaluate performance hereunder.

Without limiting any other remedy available to any governmental entity, the Contractor shall reimburse the applicable Lead State, Participating Entity, or Purchasing Entity for an overpayments inconsistent with the terms of the Master Agreement or orders or underpayment of fees found as a result of the examination of the Contractor's records.

The rights and obligations herein right 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 Master Agreement Administrator to review compliance with those obligations.

Records will be retained longer if required by Participating Entity's law.

27. REPORTS- SUMMARY AND DETAILED USAGE. In addition to other reports that may be required by this solicitation, the Contract Vendor shall provide the following WSCA-NASPO reports. a. Summary Sales Data. The Contractor shall submit quarterly sales reports directly to WSCA-NASPO using the WSCA-NASPO Quarterly Sales/Administrative Fee Reporting Tool found at http://www.naspo.org/WNCPO/Calculator.aspx. Any/all sales made under the contract 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 the last day of the month following the end of the calendar quarter (as specified in the reporting tool).
b. Detailed Sales Data. Contract Vendor shall also report detailed sales data by: state; entity/customer type, e.g., local government, higher education, K12, non-profit; Purchasing Entity name; Purchasing Entity bill-to and ship-to locations; Purchasing Entity and Contract Vendor Purchase Order identifierlnumber(s); Purchase Order Type (e.g., sales order, credit, return, upgrade, determined by industry practices); Purchase Order date; Ship Date; and line item description, including product number if usep. 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 no later than the last day of the month following the end of the reporting period. Reports shall be delivered to the Lead State and to the WSCA-NASPO Cooperative Development Team electronically through email; CO-Rom, jump drive or other electronic matter as determined by the Lead State.

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 Section 6, Attachment H. c. Reportable sales for the summary sales data report and detailed sales data report includes sales to employees for personal use where authorized by the Participating Addendum. Specific data in relation to sales to employees for personal use to be defined in the final contract a\/Vard to ensure only public information is reported. d. 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 WSCA-NASPO shall have a perpetual, irrevocable, non-exclusive, royalty free, transferable right to display, modify, copy, and otherwise use reports, data and information provideq under this section. 12 CONTRACT NO. MNWNC-125 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT PURE STORAGE, INCORPORATED Redlands Regular Meeting of 06-06-2023

28. ACCEPTANCE AND ACCEPTANCE TESTING
A. Acceptance. Purchasing Entity (the entity authorized under the terms of any Participating Addendum to place orders under this Master Agreement) shall determine whether all Products and Services delivered meet the Contractor's published specifications (a.k.a. "Specifications"). No payment shall be made for any Products or Services until the Purchasing Entity has accepted the Products or Services. The Purchasing Entity will make every effort to notify the Contractor within thirty (30) calendar days following delivery of non-acceptance of a Product or completion of Service. In the event that the Contractor has not been notified within 30 calendar days from delivery of Product or completion of Service, the Product and Services will be deemed accepted on the 31'' day after delivery of Product or completion of Services. This clause shall not be applicable, if acceptance testing and corresponding terms have been mutually agreed to by both parties in writing.

B. Acceptance Testing. The Purchasing Entity (the entity authorized under the terms of any Participating Addendum to place orders under this Master Agreement) and the Contract Vendor shall determine if Acceptance Testing is applicable and/or required for the purchase. The terms in regards to acceptance testing will be negotiated, in writing, as mutually agreed. If Acceptance Testing is NOT applicable, the terms regarding Acceptance in the Contract shall prevail.

29. SYSTEM FAILURE OR DAMAGE. In the event of system failure or damage caused by the Contract Vendor or its Product, the Contract Vendor agrees to use its commercially reasonable efforts to restore or assist in restoring the system to operational capacity. The Contract Vendor shall be responsible under this provision to the extent a 'system' is defined at the time of the Order; otherwise the rights of the Purchasing Entity shall be governed by the Warranty.

30. TITLE OF PRODUCT.

OWNERSHIP
a. Ownership of Documents/Copyright. Any reports, studies, photographs, negatives, databases, computer programs, or other documents, whether in tangible or electronic forms, prepared by the Contract Vendor in the performance of its obligations under the Master Agreement and paid for by the Purchasing Entity shall be the exclusive property of the Purchasing Entity and all such material shall be remitted to the Purchasing Entity by the Contract Vendor upon completion, termination or cancellation of the Master Agreement. The Contract Vendor shall not use, willingly allow or cause to allow such material to be used for any purpose other than performance of the Contract Vendor's obligations under this Master Agreement without the prior written consent of the Purchasing Entity.
b. Rights, Title and Interest. All rights, title, and interest in all of the intellectual property rights, including copyrights, patents, trade secrets, trade marks, and service marks in the said documents that the Contract Vendor conceives or originates, either individually or jointly with others, which arises out of the performance of the Master Agreement, will be the property of the Purchasing Entity and are, by the Master Agreement, assigned to the Purchasing Entity along with ownership of any and all copyrights in the copyrightable material. The Contract Vendor also agrees, upon the request of the Purchasing Entity, to execute all papers and perform all other acts necessary to assist the Purchasing Entity to obtain and register copyrights on such materials. Where applicable, works of authorship created by the Contract Vendor for the Purchasing Entity in performance of the Master Agreement shall be considered "works for hire" as defined in the U.S. Copyright Act. c. Notwithstanding the above. the Purchasing Entity will not own any of the Contract Vendor's pre-existing intellectual property that was created prior to the Master Agreement and which the Purchasing Entity did not pay the Contract Vendor to create. The Contract Vendor grants the Purchasing Entity a perpetual, irrevocable, non­ exclusive, royalty free license for Contract Vendor's pre-existing intellectual property that is contained in the products, materials, equipment or services that are purchased through this Master Agreement.

31. WAIVER OF BREACH. Failure of Lead State Master Agreement Administrator, Participating Entity, or Purchasing Entity 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 by the Lead State or Participating Entity must be in writing.

Waiver by the Lead State Master Agreement Administrator. Participating Entity, or Purchasing Entity of any default, right or remedy under this Master Agreement or Participating Addendum, or breach of any terms or requirements shall not be construed or operate as a waiver of any subsequent default or breach of such term or requirement, or of any other term or requirement under this Master Agreement, a Participating Addendum, or order.

32. WARRANTY. The warranty provided must be the manufacturers written warranty tied to the product at the time of purchase and must include the following:: (a) the Product performs according to the specifications (b) the Product is suitable for the ordinary purposes for which such Product is used, (c) the Product is designed and manufactured in a commercially reasonable manner, and (d) the Product is free of defects. 13 CONTRACT NO. MNWNC·125 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT PURE STORAGE, INCORPORATED Redlands Regular Meeting of 06-06-2023

For third party products sold by the Contract Vendor, the Contract Vendor will assign the manufacturer or publisher's warranty and maintenance. The Contract Vendor will provide warranty and maintenance call numbers and assist the customer in engaging the manufacturer on warranty and maintenance issues.

Upon breach of the warranty, the Contract Vendor will repair or replace (at no charge to the Purchasing Entity) the Product whose nonconformance is discovered and made known to the Contract Vendor. If the repaired and/or replaced Product proves to be inadequate, or fails of its essential purpose, the Contract Vendor will refund the full amount of any payments that have been made. The rights and remedies of the parties under this warranty are in addition to any other rights and remedies of the parties provided by law or so ordered by the court. 14 CONTRACT NO. MNWNC-125 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT PURE STORAGE, INCORPORATED Redlands Regular Meeting of 06-06-2023

MASTER AGREEMENT TERMS AND CONDITIONS
C. MINNESOTA TERMS AND CONDITIONS

1. ACCEPTANCE OF PROPOSAL CONTENT. The contents of this RFP and selected portions of response of the successful Proposer will become contractual obligations, along with the final Master Agreement, if acquisition action ensues. The Lead State is solely responsible for rendering the decision in matters of interpretation of all terms and conditions.

2. ACCESSIBILITY STANDARDS. The State of Minnesota has developed IT Accessibility Standards effective September 1, 2010, which entails, in part, the Web Content Accessibility Guidelines (WCAG) 2.0 (Level AA) and Section 508 Subparts A·D which can be viewed at http://www.mmd.admin.state.mn.us/pdf/accessibility standard.pdf Responders must complete the WCAG VPAT form included in the FORMS section of the RFP. The completed VPAT form will be scored based on its compliance with the Accessibility Standards. The requested WCAG VPAT applies to the responder's website to be offered under the Contract. For products offered, VPATS are only to be provided upon request by the participating entity.

Upon request by the participating entity, the responder must make best efforts to provide Voluntary Product Accessibility Templates (VPATS) for all products offered in its response. Click here for link to VPATS for both Section 508 VPAT and WCAG 2.0 VPAT http://mn.gov/oetlpolicies-and-standards/accessibility/#.

3. ADMINISTRATIVE PERSONNEL CHANGES. The Contract Vendor must notify the Contract Administrator of changes in the Contract Vendor's key administrative personnel, in advance and in writing. Any employee of the Contract Vendor who, in the opinion of the State of Minnesota, is unacceptable, shall be removed from the project upon written notice to the Contract Vendor. In the event that an employee is removed pursuant to a written request from the Acquisition Management Specialist, the Contract Vendor shall have 10 working days in which to fill the vacancy with an acceptable employee.

4. AMENDMENT(S). Master Agreement amendments shall be negotiated by the Lead State with the Contract Vendor whenever necessary to address changes in the terms and conditions, costs, timetable, or increased or decreased scope of work. An approved Master Agreement amendment means one approved by the authorized signatories of the Contract Vendor and the Lead State as required by law.

5. AMERICANS WITH DISABILITIES ACT (ADA). DELETE

6. AWARD OF RELATED CONTRACTS. In the event the Lead State undertakes or awards supplemental Contracts for work related to the Master Agreement or any portion thereof, the Contract Vendor shall cooperate fully with all other Contract Vendors and the State in all such cases. All Master Agreements between subcontractors and the Contract Vendor shall include a provision requiring compliance with this section.

7. AWARD OF SUCCESSOR CONTRACTS. In the event the State undertakes or awards a successor for work related to the Contract or any portion thereof, the current Contract Vendor shall cooperate fully during the transition with all other Contract Vendors and the State in all such cases. All Master Agreements between subcontractors and the Contract Vendor shall include a provision requiring compliance with this section.

8. CERTIFICATION REGARDING DEBARMENT, SUSPENSION, INELIGIBILITY AND VOLUNTARY EXCLUSION a. Certification regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion - Lower Tier Covered Transactions.

Instructions for certification:

1. By signing and submitting this proposal, the prospective lower tier participant [responder] is providing the certification set out below.

2. The certification in this clause is a material representation of fact upon which reliance was placed when this transaction was entered into. If it is later determined that the prospective lower tier participant knowingly rendered an erroneous certification, in addition to other mmedies available to the federal government, the department or agency with which this transaction originated may pursue available remedies, including suspension and/or debarment.
15 CONTRACT NO. MNWNC-125 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT PURE STORAGE, INCORPORATED Redlands Regular Meeting of 06-06-2023

3. The prospective lower tier participant shall provide immediate written notice to the person to whom this proposal [response] is submitted if at any time the prospective lower tier participant learns that its certification was erroneous when submitted or had become erroneous by reason of changed circumstances.

4. The terms covered transaction, debarred, suspended, ineligible lower tier covered transaction, participant, person, primary covered transaction, principal, proposal, and voluntarily excluded, as used in this clause, have the meaning set out in the Definitions and Coverages section of rules implementing Executive Order 12549. You may contact the person to which this proposal is submitted for assistance in obtaining a copy of those regulations.

5. The prospective lower tier participant agrees by submitting this response that, should the proposed covered transaction be entered into, it shall not knowingly enter into any lower tier covered transaction [subcontract equal to or exceeding $25,000] with a person who is proposed for debarment under 48 CFR part 9, subpart 9.4, debarred, suspended, declared ineligible, or voluntarily excluded from participation in this covered transaction, unless authorized by the department or agency with which this transaction originated.

6. The prospective lower tier participant further agrees by submitting this proposal that it will include this clause titled, "Certification Regarding Debarment, Suspension, Ineligibility, and Voluntary Exclusion- Lower Tier Covered Transaction," without modification, in all lower tier covered transactions and in all solicitations for lower tier covered transactions.

7. A participant in a covered transaction may rely upon a certification of a prospective participant in a lower tier covered transaction that it is not proposed for debarment under 48 CFR part 9, subpart 9.4, debarred, suspended, ineligible, or voluntarily excluded from covered transactions, unless it knows that the certification is erroneous. A participant may decide the method and frequency by which it determines the eligibility of its principals. Each participant may, but is not required to, check the list of parties excluded from federal procurement and nonprocurement programs.

8. Nothing contained in the foregoing shall be construed to require establishment of a system of records in order to render in good faith the certification required by this clause. The knowledge and information of a participant is not required to exceed that which is normally possessed by a prudent person in the ordinary course of business dealings.

9. Except for transactions authorized under paragraph 5 of these instructions, if a participant in a covered transaction knowingly enters into a lower tier covered transaction with a person who is proposed for debarment under 48 CFR part 9, subpart 9.4, suspended, debarred, ineligible, or voluntarily excluded from participation in this transaction, in addition to other remedies available to the Federal government, the department or agency with which this transaction originated may pursue available remedies, including suspension and/or debarment.
b. Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion- Lower Tier Covered Transactions.

1. The prospective lower tier participant certifies, by submission of this proposal, that neither it nor its principals is presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in this transaction by any Federal department or agency.

2. Where the prospective lower tier participant is unable to certify to any of the statements in this certification, such prospective participant shall attach an explanation to this proposal.

9. CHANGE REQUESTS. The Lead State reserves the right to request, during the term of the Master Agreement, changes to the products offered. Products introduced during the term of the Master Agreement shall go through a formal review process. A formal process of changing the Master Agreement shall be developed during the negotiation of the Master Agreement. The Contract Vendor shall evaluate and recommend products for which agencies have an expressed need. The Lead State shall require the Contract Vendor to provide a summary of its research of those products being recommended for inclusion in the Master Agreement as well as defining how adding the product will enhance the Master Agreement. The Lead State may request that products, other than those recommended, are added to the Master Agreement.

In the event that the Lead State desires to add new products and services that are not included in the original Master Agreement, the Lead State requires that independent manufacturers and resellers cooperate with the already 16 CONTRACT NO. MNWNC-125 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT PURE STORAGE, INCORPORATED Redlands Regular Meeting of 06-06-2023

established Contract Vendor in order to meet the Lead State's requirements. Evidence of the need to add products or services should be demonstrated to the Lead State. The Master Agreement shall be modified via supplement or amendment. The Lead Stale will negotiate the inclusion of the products and services with the Contract Vendor. No products or services will be added to the Master Agreement without the Lead State's prior approval.

10. CONFLICT MINERALS. Contract Vendor must provide information to the public on its website regarding the use of conflict minerals, as required by Section 13(p) of the Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder. See: http://www.sec.gov/rules/final/20 12/34-67716.pdf.

11. COPYRIGHTED MATERIAL WAIVER. The Lead State reserves the right to use, reproduce and publish proposals in any manner necessary for State agencies and local units of government to access the responses and/or to respond to request for information pursuant to Minnesota Government Data Practices Act, , including but not limited to emailing, photocopying, State lntranetllnternet postings, broadcast faxing, and direct mailing. In the event that the response contains copyrighted or trademarked materials, it is the responder's responsibility to obtain permission for the Lead State to reproduce and publish the information, regardless of whether the responder is the manufacturer or reseller of the products listed in the materials. By signing its response, the responder certifies that it has obtained all necessary approvals for the reproduction and/or distribution of the contents of its response and agrees to indemnify, protect, save and hold the Lead State, its representatives and employees harmless from any and all claims arising from the violation of this section and agrees to pay all legal fees incurred by the Lead State in the defense of any such action.

12. EFFECTIVE DATE. Pursuant to Minnesota law, the Master Agreement arising from this RFP shall be effective upon the date of final execution by the Lead State, unless a later date is specified in the Master Agreement.

13. FOREIGN OUTSOURCING OF WORK. Upon request, the Contract Vendor is required to provide information regarding the location of where services, data storage and/or location of data processing under the Master Agreement will be performed.

14. GOVERNMENT DATA PRACTICES. The Contract Vendor and the Lead State must comply with the Minnesota Government Data Practices Act, Minn. Stat. Ch. 13, (and where applicable, if the Lead State contracting party is part of the judicial branch, with the Rules of Public Access to Records of the Judicial Branch promulgated by the Minnesota Supreme Court as the same may be amended from time to time) as it applies to all data provided by the Lead State to the Contract Vendor and all data provided to the Lead State by the Contract Vendor. In addition, the Minnesota Government Data Practices Act applies to all data created, collected, received, stored, used, maintained, or disseminated by the Contract Vendor in accordance with the Master Agreement that is private, non public, protected nonpublic, or confidential as defined by the Minnesota Government Data Practices Act, Ch. 13 (and where applicable, that is not accessible to the public under the Rules of Public Access to Records of the Judicial Branch).

In the event the Contract Vendor receives a request to release the data referred to in this article, the Contract Vendor must immediately notify the Lead State. The Lead State will give the Contract Vendor instructions concerning the release of the data to the requesting party before the data is released. The civil remedies of Minn. Stat. § 13.08, apply to the release of the data by either the Contract Vendor or the Lead State.

The Contract Vendor agrees to indemnify, save, and hold the State of Minnesota, its agent and employees, harmless from all claims arising out of, resulting from, or in any manner attributable to any violation of any provision of the Minnesota Government Data Practices Act (and where applicable, the Rules of Public Access to Records of the Judicial Branch), including legal fees and disbursements paid or incurred to enforce this provision of the Master Agreement. In the event that the Contract Vendor subcontracts any or all of the work to be performed under the Master Agreement, the Contract Vendor shall retain responsibility under the terms of this article for such work.

15. HAZARDOUS SUBSTANCES. To the extent that the goods to be supplied by the Contract Vendor contain or may create hazardous substances, harmful physical agents or infectious agents as set forth in applicable State and federal laws and regulations, the Contract Vendor must provide Material Safety Data Sheets regarding those substances. A copy must be included with each delivery.

16. HUMAN RIGHTS/AFFIRMATIVE ACTION. The Lead State requires affirmative action compliance by its Contract Vendors in accordance with Minn. Stat. § 363A.36 and Minn. R. 50p0.3400 to 5000.3600. a. Covered contracts and Contract Vendors. One-lime acquisitions, or a contract for a predetermined amount of goods and/or services, where the amount of your response is in excess of $100,000 requires completion of the Affirmative Action Certification page. If the solicitation is for a contract for an indeterminate amount of goods and/or services, and the State estimated total value of the contract exceeds $100,000 whether it will be a multiple 17 CONTRACT NO. MNWNC-125 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT PURE STORAGE, INCORPORATED Redlands Regular Meeting of 06-06-2023

award contract or not, you must complete the Affirmative Action Certification page. If the contract dollar amount or the State estimated total contract amount exceeds $100,000 and the Contract Vendor employed more than 40 full-time employees on a single working day during the previous 12 months in Minnesota or in the state where it has its principal place of business, the Contract Vendor must comply with the requirements of Minn. Stat. § 363A.36, subd. 1 and Minn. R. 5000.3400 to 5000.3600. A Contract Vendor covered by Minn. Stat. § 363A.36, subd. 1 and Minn. R. 5000.3400 to 5000.3600 that had more than 40 full-time employees within Minnesota on a single working day during the previous 12 months must have a certificate of compliance issued by the commissioner of the Department of Human Rights (certificate of compliance). A Contract Vendor covered by Minn. Stat. § 363A.36, subd. 1 that did not have more than 40 full-time employees on a single working day during the previous 12 months within Minnesota but that did have more than 40 full-time employees in the state where it has its principal place of business and that does not have a certificate of compliance must certify that it is in compliance with federal affirmative action requirements. b. Minn. Stat. § 363A.36, subd. 1 requires the Contract Vendor to have an affirmative action plan for the employment of minority persons, women, and qualified disabled individuals approved by the commissioner of the Department of Human Rights (commissioner) as indicated by a certificate of compliance. Minn. Stat. § 363A.36 addresses suspension or revocation of a certificate of compliance and contract consequences in that event. A contract awarded without a certificate of compliance may be voided. c. Minn. R. 5000.3400-5000.3600 implement Minn. Stat. § 363A.36. These rules include, but are not limited to, criteria for contents, approval, and implementation of affirmative action plans; procedures for issuing certificates of compliance and criteria for determining a Contract Vendor's compliance status; procedures for addressing deficiencies, sanctions, and notice and hearing; annual compliance reports; procedures for compliance review; and contract consequences for noncompliance. The specific criteria for approval or rejection of an affirmative action plan are contained in various provisions of Minn. R. 5000.3400-5000.3600 including, but not limited to, parts 5000.3420-5000.3500 and parts 5000.3552-5000.3559. d. Disabled Workers. Minn. R. 5000.3550 provides the Contract Vendor must comply with the following affirmative action requirements for disabled workers.

AFFIRMATIVE ACTION FOR DISABLED WORKERS
(a) The Contract Vendor must not discriminate against any employee or applicant for employment because of physical or mental disability in regard to any position for which the employee or applicant for employment is qualified. The Contract Vendor agrees to take affirmative action to employ, advance in employment, and otherwise treat qualified disabled persons without discrimination based upon their physical or mental disability in all employment practices such as the following: employment, upgrading, demotion or transfer, recruitment, advertising, layoff or termination, rates of pay or other forms of compensation, and selection for training, including apprenticeship.
(b) The Contract Vendor agrees to comply with the rules and relevant orders of the Minnesota Department of Human Rights issued pursuant to the Minnesota Human Rights Act. (c) In the event of the Contract Vendor's noncompliance with the requirements of this clause, actions for noncompliance may be taken in accordance with Minn. Stat. § 363A.36 and the rules and relevant orders of the Minnesota Department of Human Rights issued pursuant to the Minnesota Human Rights Act. (d) The Contract Vendor agrees to post in conspicuous places, available to employees and applicants for employment, notices in a form to be prescribed by the commissioner of the Minnesota Department of Human Rights. Such notices must state the Contract Vendor's obligation under the law to take affirmative action to employ and advance in employment qualified disabled employees and applicants for employment, and the rights of applicants and employees.
(e) The Contract Vendor must notify each labor union or representative of workers with which it has a collective bargaining agreement or other contract understanding, that the Contract Vendor is bound by the terms of Minn. Stat. § 363A.36 of the Minnesota Human Rights Act and is committed to take affirmative action to employ and advance in employment physically and mentally disabled persons. e. Consequences. The consequences of a Contract Vendor's failure to implement its affirmative action plan or make a good faith effort to do so include, but are not limited to, suspension or revocation of a certificate of compliance 18 CONTRACT NO. MNWNC-125 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT PURE STORAGE, INCORPORATED Redlands Regular Meeting of 06-06-2023

by the commissioner, refusal by the commissioner to approve subsequent plans, and termination of all or part of the Contract by the commissioner or the State.
f. Certification. The Contract Vendor hereby certifies that it is in compliance with the requirements of Minn. Stat. § 363A.36, subd. 1 and Minn. R. 5000.3400-5000.3600 and is aware of the consequences for noncompliance. It is agreed between the parties that Minn. Stat. 363.36 and Minn. R. 5000.3400 to 5000.3600 are incorporated into any contract between these parties based upon this specification or any modification of it. A copy of Minn. Stat. § 363A.36 and Minn. R. 5000.3400 to 5000.3600 are available upon request from the contracting agency.

17. INDEMNIFICATION The Contract Vendor shall indemnify, protect, save and hold harmless the Lead State and the Participating Entity, its representatives and employees, from any and all claims or causes of action, including all legal fees incurred by the Lead State and the Participating Entity arising from the performance of the Master Agreement by the Contract Vendor or its agents, employees, or subcontractors. This clause shall not be construed to bar any legal remedies the Contract Vendor may have with the Lead State's and Participating Entity's failure to fulfill its obligations pursuant to the Master Agreement.

If the Participating Entity's laws require approval of a third party to defend Participating Entity, Participating Entity will seek such approval and if approval is not received, Contract Vendor is not required to defend that Participating Entity.

INTELLECTUAL PROPERTY INDEMNIFICATION. The Contract Vendor warrants that any materials or products provided or produced by the Contract Vendor or utilized by the Contract Vendor in the performance of this Master Agreement will not infringe upon or violate any patent, copyright, trade secret, or any other proprietary right of any third party. In the event of any such claim by any third party against the Participating Entity, the Participating Entity shall promptly notify the Contract Vendor. The Contract Vendor, at its own expense, shall indemnify; defend to the extent permitted by the Participating Entity's laws, and hold harmless the Participating Entity against any loss, cost, expense, or liability (including legal fees) arising out of such a claim, whether or not such claim is successful against the Participating Entity.

If such a claim has occurred, or in the Contract Vendor's opinion is likely to occur, the Contract Vendor shall either procure for the Participating Entity the right to continue using the materials or products or replacement or modified materials or products. If an option satisfactory to the Participating Entity is not reasonably available, the Participating Entity shall return the materials or products to the Contract Vendor, upon written request of the Contract Vendor and at the Contract Vendor's expense. This remedy is in addition to any other remedy provided by law

18. JURISDICTION AND VENUE. This RFP and any ensuing Master Agreement, its amendments and supplements thereto, shall be governed by the laws of the State of Minnesota, USA. Venue for all legal proceedings arising out of the Master Agreement, or breach thereof, shall be in the State or federal court with competent jurisdiction in Ramsey County, Minnesota. By submitting a response to this Request for Proposal, a Responder voluntarily agrees to be subject to the jurisdiction of Minnesota for all proceedings arising out of this RFP, any ensuing Master Agreement, or any breach thereof.

19. LAWS AND REGULATIONS. Any and all services, articles or equipment offered and furnished must comply fully with all local, State and federal laws and regulations, including Minn. Stat.§ 181.59 prohibiting discrimination and business registration requirements of the Office of the Minnesota Secretary of State.

20. NONVISUAL ACCESS STANDARDS. Pursuant to Minn. Stat. § 16C.145, the Contract Vendor shall comply with the following nonvisual technology access standards :
a. That the effective interactive control and use of the technology, including the operating system applications programs, prompts, and format of the data presented, are readily achievable by nonvisual means; b. That the nonvisual access technology must be compatible with information technology used by other individuals with whom the blind or visually impaired individual must interact; c. That nonvisual access technology must be integrated into networks used to share communications among employees, program participants, and the public; and
d. That the nonvisual access technology rnust have the capability of providing equivalent access by nonvisual means to telecommunications or other interconnected network services used by persons who are not blind or visually impaired.
19 CONTRACT NO. MNWNC·125 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT PURE STORAGE, INCORPORATED Redlands Regular Meeting of 06-06-2023

These standards do not require the installation of software or peripheral devices used for nonvisual access when the information technology is being used by individuals who are not blind or visually impaired.

21. NOTICE TO RESPONDERS. Pursuantto Minn. Stat.§ 270C.65, subd. 3, Contract Vendors are required to provide their Federal Employer Identification Number or Social Security Number. This information may be used in the enforcement of federal and State tax laws. Supplying these numbers could result in action to require a Contract Vendor to file tax returns and pay delinquent tax liabilities. These numbers will be available to federal and State tax authorities and State personnel involved in the payment of State obligations.

22. ORGANIZATIONAL CONFLICTS OF INTEREST. The responder warrants that, to the best of its knowledge and belief, and except as otherwise disclosed, there are no relevant facts or circumstances which could give rise to organizational conflicts of interest. An organizational conflict of interest exists when, because of existing or planned activities or because of relationships with other persons:
• a Contract Vendor is unable or potentially unable to render impartial assistance or advice to the State; • the Contract Vendor's objectivity in performing the work is or might be otherwise impaired; or • the Contract Vendor has an unfair competitive advantage.

The Contract Vendor agrees that if an organizational conflict of interest is discovered after award, an immediate and full disclosure in writing shall be made to the Assistant Director of the Department of Administration's Materials Management Division that shall include a description of the action the Contract Vendor has taken or proposes to take to avoid or mitigate such conflicts. If an organizational conflict of interest is determined to exist, the State may, at its discretion, cancel the Master Agreement. In the event the Contract Vendor was aware of an organizational conflict of interest prior to the award of the Master Agreement and did not disclose the conflict to the Master Agreement Administrator, the State may terminate the Master Agreement for default. The provisions of this clause shall be included in all subcontracts for work to be performed, and the terms "Contract,""Contract Vendor," "Master Agreement", "Master Agreement Administrator" and "Contract Administrator" modified appropriately to preserve the State's rights.

23. PAYMENT CARD INDUSTRY DATA SECURITY STANDARD AND CARDHOLDER INFORMATION SECURITY.

Contract Vendor assures all of its Network Components, Applications, Servers, and Subcontractors (if any) comply with the Payment Card Industry Data Security Standard ("PCIDSS"). "Network Components" shall include, but are not limited to, Contract Vendor's firewalls, switches, routers, wireless access points, network appliances, and other security appliances; "Applications" shall include, but are not limited to, all purchased and custom external (web) applications. "Servers" shall include, but are not limited to, all of Contract Vendor's web, database, authentication, DNS, mail, proxy, and NTP servers. "Cardholder Data" shall mean any personally identifiable data associated with a cardholder, including, by way of example and without limitation, a cardholder's account number, expiration date, name, address, social security number, or telephone number.

Subcontractors (if any) must be responsible for the security of all Cardholder Data in its possession; and will only use Cardholder Data for assisting cardholders in completing a transaction, providing fraud control services, or for other uses specifically required by law. Contract Vendor must have a business continuity program which conforms to PCIDSS to protect Cardholder Data in the event of a major disruption in its operations or in the event of any other disaster or system failure which may occur to operations; will continue to safeguard Cardholder Data in the event this Agreement terminates or expires; and ensure that a representative or agent of the payment card industry and a representative or agent of the State shall be provided with full cooperation and access to conduct a thorough security review of Contract Vendor's operations, systems, records, procedures, rules, and practices in the event of a security intrusion in order to validate compliance with PCIDSS.

24. PERFORMANCE WHILE DISPUTE IS PENDING. Notwithstanding the existence of a dispute, the parties shall continue without delay to carry out all of their responsibilities under the Master Agreement that are not affected by the dispute. If a party fails to continue without delay to perform its responsibilities under the Master Agreement, in the accomplishment of all undisputed work, any additional cost incurred by the other parties as a result of such failure to proceed shall be borne by the responsible party.

25. PREFERENCE.

Targeted/Economically Disadvantaged .In accordance with Minn. Stat.§ 16C.16, subds. 6 and 7, eligible certified targeted group (TG) businesses and certified economically disadvantaged (ED) businesses will receive a 6 percent preference on the basis of award for this RFP. The preference is applied only to the first $500,000 of the response to 20 CONTRACT NO. MNWNC-125 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT PURE STORAGE, INCORPORATED Redlands Regular Meeting of 06-06-2023

the RFP. Eligible TG businesses must be currently certified by the Materials Management Division prior to the bid opening date and time.

To verify TG/ED certification, refer to the Materials Management Division's web site at www.mmd.admin.state.mn.usunder "Vendor Information, Directory of Certified TG/ED Vendors." To verify TG eligibility for preference, refer to the Materials Management Division's web site under "Vendor Information, Targeted Groups Eligible for Preference in State Purchasing" or call the Division's HelpLine at 651.296.2600.

Reciprocal Preference. In accordance with Minn. Stat. §16C.06, subd 7, the acquisition of goods or services shall be allowed a preference over a non-resident vendor from a state that gives or requires a preference to vendors from that state, the preference shall be equal to the preference given or required by the state of the non-resident vendor. If you wish to be considered a Minnesota Resident vendor you must claim that by filling out the Resident Vendor Form included in this solicitation and include it in your response.

Veteran. In accordance with Minn. Stat.§ 16C.16, subd. 6a, (a) Except when mandated by the federal government as a condition of receiving federal funds, the commissioner shall award up to a six percent preference in the amount bid on state procurement to certified small businesses that are majority-owned and operated by:
(1) recently separated veterans who have served in active military service, at any time on or after September 11, 2001, and who have been discharged under honorable conditions from active service, as indicated by the person's United States Department of Defense form DD-214 or by the commissioner of veterans affairs; (2) veterans with service-connected disabilities, as determined at any time by the United States Department of Veterans Affairs: or
(3) any other veteran-owned small businesses certified under section 16C.19, paragraph (d).

In accordance with Minn. Stat.§ 16C.19 (d), a veteran-owned small business, the principal place of business of which is in Minnesota, is certified if it has been verified by the United States Department of Veterans Affairs as being either a veteran-owned small business or a service disabled veteran-owned small business, in accordance with Public Law 109-461 and Code of Federal Regulations, title 38, part 74.

To receive a preference the veteran-owned small business must meet the statutory requirements above by the solicitation opening date and time. The preference is applied only to the first $500,000 of the response.

If responder is claiming the veteran-owned preference, attach documentation, sign and return form with response to the solicitation. Only eligible veteran-owned small businesses that meet the statutory requirements and provide adequate documentation will be given the preference.

26. PUBLIC INFORMATION. Once the information contained in the responses is deemed public information, interested parties may request to obtain the public information. You may call 651.201.2413 between the hours of 8:00 a.m. to 4:30 p.m. to arrange this.

27. PUBLICITY. Any publicity given to the program, publications or services provided resulting from a State contract for goods or services, including but not limited to notices, informational pamphlets, press releases, research, reports, signs and similar public notices prepared by or for the Contract Vendor, or its employees individually or jointly with others, or any subcontractors, shall identify the State as the sponsoring agency and shall not be released, unless such release is a specific part of an approved work plan included in the Master Agreement prior to its approval by the State's Authorized Representative and the State's Assistant Director or designee of Materials Management Division.

The Contract Vendor shall make no representations of the State's opinion or position as to the quality or effectiveness of the products and/or services that are the subject of the Master Agreement without the prior written consent of the State's Assistant Director or designee of Materials Management Division. Representations include any publicity, including but not limited to advertisements, notices, press releases, reports, signs, and similar public notices.

28. PURCHASE ORDERS. The State requires that there will be no minimum order requirements or charges to process an individual purchase order. The Master Agreement number and the PO number must appear on all documents (e.g., invoices, packing slips, etc.). The Ordering Entity's purchase order constitutes a binding contract

29. RIGHTS RESERVED. Notwithstanding anything to the contrary, the State reserves the right to:
a. reject any and all responses received;
b. select, for Master Agreements or for negotiations, a response other than that with the lowest cost; c. waive or modify any informalities, irregularities, or inconsistencies in the responses received; d. negotiate any aspect of the proposal with any responder and negotiate with more than one responder; e. request a BEST and FINAL OFFER, if the State deems it necessary and desirable; and 21 CONTRACT NO. MNWNC·125 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT PURE STORAGE, INCORPORATED Redlands Regular Meeting of 06-06-2023

f. terminate negotiations and select the next response providing the best value for the State, prepare and release a new RFP, or take such other action as the State deems appropriate if negotiations fail to result in a successful Master Agreement.

30. RISK OF LOSS OR DAMAGE. The State is relieved of all risks of loss or damage to the goods and/or equipment during periods of transportation, and installation by the Contract Vendor and in the possession of the Contract Vendor or their authorized agent.

31. SEVERABILITY. If any provision of the Master Agreement, including items incorporated by reference, is found to be illegal, unenforceable, or void, then both the State and the Contract Vendor shall be relieved of all obligations arising under such provisions. If the remainder of the Master Agreement is capable of performance it shall not be affected by such declaration or finding and shall be fully performed.

32. STATE AUDITS (Minn. Stat.§ 16C.05, subd. 5). The books, records, documents, and accounting procedures and practices of the Contract Vendor or other party, that are relevant to the Master Agreement or transaction are subject to examination by the contracting agency and either the Legislative Auditor or the State Auditor as appropriate for a minimum of six years after the end of the Master Agreement or transaction. The State reserves the right to authorize delegate(s) to audit this Master Agreement and transactions.

33. SURVIVABILITY. The following rights and duties of the State and responder will survive the expiration or cancellation of the resulting Master Agreements. These rights and duties include, but are not limited to paragraphs:

Indemnification, Hold Harmless and Limitation of Liability, State Audits, Government Data Practices, Governing Law, Jurisdiction and Venue, Publicity, Intellectual Property Indemnification, and Admin Fees.

34. TRADE SECRET/CONFIDENTIAL INFORMATION. Any information submitted as Trade Secret must be identified and submitted per the Trade Secret Form and must meet Minnesota Trade Secret as defined in Minn. Stat.§ 13.37 22 CONTRACT NO. MNWNC-125 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT PURE STORAGE, INCORPORATED Redlands Regular Meeting of 06-06-2023

COMPUTER EQUIPMENT
2014-2019

MINNESOTA WSCA-NASPO MASTER AGREEMENT AWARD

EXHIBIT B - PRICING

1. BAND(S) AWARDED: Band 5: Storage.

2. PRICE STRUCTURE. The contract employs a MINIMUM discount-off baseline price list structure with category exceptions for each band. The category discounts may be higher or lower than the than the band discount. The minimum discount and categorized exceptions will be applied to all "quantity one'' procurements. An end user will be able to verify pricing using the named base line price list and the minimum discounts with the categorized exceptions provided in the Master Agreement.

3. PRICE GUARANTEE. These discounts must remain firm, or the discount may be increased, during the term of the Master Agreement.

4. BASELINE PRICE LIST. The Base Line Price is designated in the Pricing Discount Schedule. The Base Line Price List must be accessible and verifiable by potential end users preferably on the Contract Vendor Website. All historic versions of the Baseline Price List must be made available upon request pursuant to the audit provisions.

5. PRODUCT AND SERVICE SCHEDULE (PSS). The Product and Service Schedule (PSS) identifies a complete listing of all products and services included in the awarded Master Agreement. The PSS serves as the Contract Catalog.

The PSS will be submitted to the Lead State following contract award and must be approved by the Lead State prior to the start of any sales. The PSS must be available on the Contract Vendor website for end users to verify pricing based on the minimum discounts with category exceptions provided off a designated base line price list.

The Contract Vendor will work with each State to develop a satisfactory PSS reflecting the individual States restrictions.

6. CHANGES TO THE PSS: Contract Vendor will request changes to the PSS utilizing an Action Request Form (ARF) Submittals will be reviewed by the Lead State quarterly. Obsolete and discontinued products will be removed.

7. BULKNOLUME PRICING. Further bulk/quantity savings may be obtained when additional quantities are requested.

Additional savings are expected when competing awarded vendors for volume pricing.

8. PROMOTIONAL OFFERS. Contract Vendors may provide promotions for deeply discounted products based on their inventory and sales. The Contract Vendors will be responsible to market these offers.

9. PREMIUM SAVINGS PACKAGE PROGRAM. Contract Vendors participating in the Premium Savings Package (PSP) Program will commit to the standard configurations. The standards currently are refreshed every six months (May and November). Refresh schedule is subject to change. See current configurations:
http://www.wnpsp.com/index.html. States and other Participating Entities can choose to purchase these packages without any signing additional documents.

10. TRADE-IN. Trade-In Programs are the option of the Participating Entity. The Participating Addendum by each State may address the allowance of Tr<jde-lns.
'

11. SERVICES. Services are at the option of the Participating Entity. The Participating Addendum by each State may address service agreement terms and related travel.
23 CONTRACT NO. MNWNC-125 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT PURE STORAGE, INCORPORATED Redlands Regular Meeting of 06-06-2023

12. LEASING. The Discount schedule will indicate if the Contract Vendor provides leasing. Participating Entities may enter in to lease agreements if they have the legal authority to enter into these types of agreements. The Participating Addendum by each State will identify if and how leasing agreement terms will be conducted.

13. FREIGHT. All prices shall be FOB Destination, prepaid and allowed (with freight included in the price), to the address, receiving dock or warehouse as specified on the ordering agency's purchase order, In those situations in which the "deliver-to" address has no receiving dock or agents, the Contract Vendor must be able to deliver to the person specified on the PO without additional cost. If there is a special case where inside delivery fee must be charged, the Contract Vendor will notify the customer in advance in order for the customer to determine if the additional cost will affect the decision to utilize the Contract Vendor.

14. DELIVERY. Delivery of ordered product should be completed within thirty (30) calendar days after receipt of an order, unless otherwise agreed to by the ordering agency.
24 CONTRACT NO. MNWNC-125 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT PURE STORAGE, INCORPORATED Redlands Regular Meeting of 06-06-2023

COMPUTER EQUIPMENT
2014-2019

MINNESOTA WSCA-NASPO MASTER AGREEMENT AWARD

EXHIBIT B -PRICING SCHEDULE
Premium Hourresponse) in 1, year terms.
"Next Best Available" for customers who want assistance in upgrades provides a guaranteed 72 hour guaranteed response. "No Forklift Upgrade" approach provides free upgrades to controllers every 3 years.

I

6. ADDITIONAL DISCOUNTS- Request a quote for discounts on bulk/volume purchases. a. Per Transaction Multiple Unit:
$200,000-$300,000 Additional7% (44%)
$300,001-$400,000 Additional7% (51%)
$400,001 - $500,000 Additional 7%
4%
25 CONTRACT NO. MNWNC·125 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT PURE STORAGE, INCORPORATED Redlands Regular Meeting of 06-06-2023

COMPUTER EQUIPMENT
2014-2019

MINNESOTA WSCA-NASPO MASTER AGREEMENT AWARD
EXHIBIT C • PRODUCT AND SERVICE SCHEDULE (PSS)

1. MAINTAINING THE PSS. The Product and Service Schedule (PSS) identifies a complete listing of all products and services included in the awarded Master Agreement. The PSS serves as the WSCA-NASPO Contract Catalog. The PSS will be submitted to the Lead State following contract award and must be approved by the Lead State prior to the start of any sales. The PSS must be available on the Contract Vendor website for end users to verify pricing based on the minimum discounts with category exceptions provided off a designated base line price list. The Contract Vendor will work with each State to develop a satisfactory PSS reflecting the individual States restrictions.

The Contract Vendor will work to develop a PSS satisfactory to the Lead State prior to the start of sales and containing the following information:
a. Band number
b. Part#-SKU#
c. Manufacturer
d. Description
e. Minimum Discount
f. Category Code (This code will be refined during the approval process) g. Other fields approved by the Lead State

2. CHANGES TO THE PSS: Contract Vendor will request changes to the PSS utilizing an Action Request Form (ARF) Submittals will be reviewed by the Lead State quarterly. Obsolete and discontinued products will be removed.

3. FORMAT: The format for the final product and service schedule will be approved within 30 days of contract award.

Suggested format is provided below:

MANUFACTURER NAME
BASELINE PRICE LIST: ------------
DATE: ___________ _
LINK: _________________ _
BAND Part#- SKU# MANUFACTURER DESCRIPTION MINIMUM CATEGORY

DISCOUNT CODE
1 XYZ ABC DESKTOP 60% 1M
2 550 zzzzzzz LAPTOP CART 10% 2TM
3 123A ABC SUPER TABLET 25% 3A

4. THIRD PARTY PRODUCTS: A list of third party products is to be submitted to the Lead State. Approval must be received from the Lead State prior to adding third party products to the Product and Service Schedule. Master Agreement restrictions of third party products include:
a. Contract Vendors can only offer Third Party Products in the bands they have been awarded. b. Contract Vendor cannot offer products manufactured by another Contract Vendor holding a Minnesota WSCA-NASPO Master Agreement unless approved by the Lead State. c. The Contract Vendor will assign the manufacturer or publisher's warranty and maintenance. The Contract Vendor will provide warranty and maintenance call numbers and assist the customer in engaging the manufacturer on warranty and maintenance issues.
d. Any additions to the Third Party Product list must be submitted utilizing the Action Request Form e. The approved Third Party Product list will be clearly posted on the Vendor provided website and updated as products are approved.
26 CONTRACT NO. MNWNC-125 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT PURE STORAGE, INCORPORATED Redlands Regular Meeting of 06-06-2023

COMPUTER EQUIPMENT
2014-2019

MINNESOTA WSCA-NASPO MASTER AGREEMENT AWARD
EXHIBIT D ·WEBSITE

1. IMPLEMENTATION. Within 30 calendar days of Master Agreement award, the Contract Vendor must provide a sample URL of the Master Agreement web page to the Lead State for review and approval. The Lead State will review and determine acceptability of the website format and data. If the information is determined to be unacceptable or incorrect, the Contract Vendor will have 15 calendar days to provide revisions to the Lead State. Once the website is approved, the Contract Vendor may not make material changes to the website without notifying the Lead State and receiving written approval of the changes utilizing the Action Request Form. The Contract Vendor must continue to monitor and update the website throughout the life of the contract. Periodic audits may be conducted to ensure websites are updated and Contract Vendors will be expected to correct deficiencies.

2. WEBSITE CONTENT. The website must be separate from the Contract Vendor's commercially available (i.e., public) on-line catalog and ordering systems. Contract Vendor agrees to pursue design of a website to include the items listed below. The Lead State will review and determine acceptability of the website format and data as stated in Item 1 above.
a) Baseline Price List and historic versions
b) Approved Product and Service Schedule (PSS)
c) Product specifications, pricing, and configuration aids for the major product categories proposed that can be used to obtain an on-line quote
d) Third Party Product list will be clearly posted on the Vendor provided website and updated as products are approved
e) Link to the WSCA-NASPO EmarketCenter
f) Online ordering capability with the ability to remember multiple ship to locations if applicable to product g) Contact information for order placement, service concerns (warranty and maintenance), problem reporting, and billing concerns
h) Sales representatives for participating entities
i) Purchase order tracking
j) Available Twenty-four (24) hours per day, seven (7) days per week availability, except for regularly scheduled maintenance
k) Additional Terms may not be posted on the Website without written approval of the Lead State I) Link to the WSCA-NASPO EmarketCenter if a State is participating m) Information on accessibility and accessible products n) If participating in Premium Savings Package Program, lead with these products and display prominently on the website
a) Links to environmental certification, including but not limited to take-back/recycling programs, p) Information regarding the use of Conflict minerals, as required by Section 13(p) of the Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder. See: http://www.sec.gov/ruleslfinal/2012134-67716.pdf q) Service options, service agreements for negotiations when allowed by a participating addendum r) EPEAT, Energy Star. etc.
s) Link to Signed Participating Addendums
t) Link to Signed Master Agreement
u) Link to solicitation and Response
I

3. TERMINATION Upon termination or expiration of the Master Agreement awarded from this RFP all websites, on-line offering systems and Electronic Catalog functions supported and/or available as part of the Master Agreement will cease and be removed from public viewing access without redirecting to another website. 27 CONTRACT NO. MNWNC-125 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT PURE STORAGE, INCORPORATED Redlands Regular Meeting of 06-06-2023

. jJ;fllllltlla
DEPARTMENT 01=-AoMiinSrRATttm

COMPUTER EQUIPMENT
2014-2019

MINNESOTA WSCA-NASPO MASTER AGREEMENT AWARD

EXHIBIT E -ACTION REQUEST UPDATE FORM (ARF)
The Action Request Form (ARF) provided in this document must be utilized by the Contract Vendor to provide quarterly updates of PSS and to make requests. The Action Request Forms may be reviewed quarterly by the Lead State.

DATE:

ATTN: WSCA-NASPO Master Agreement Administrator
RE: Master Agreement #c_ ___ with _____________________ (Contract Vendor) Dear WSCA-NASPO Master Agreement Administrator:
---;:---..,----,,--.,---;-;--:--------- (Contract Vendor) is providing the following update and/or requesting the action noted below.

Action Requested:

Action Log: ------ Verify Log is attached
SELECT ACTION BELOW AND PROVIDE REQUIRED INFORMATION:
_Update of Product & Service Schedule Provide summary of additions, deletions and pricing changes.

NOTE: THIS WILL BE A NOTIFICATION OF CHANGES TO THE PSS, APPROVAL WILL NOT BE NEEDED _Quarterly Self Audit Check this box to verify the Quarterly Self Audit has been completed _Third Party Product Addition Provide warranty Guarantee _Marketing Approval Attach Materials for review
_Material Website Change Describe and provide link for review _Miscellaneous Inquiry Provide detail (e.g. key contact change, etc.) The Contract Vendor certifies Products and Services provided meet the terms and conditions of the Master Agreement and understands they may be audited for compliance. Additional information may be requested upon submission. The Lead State may remove previously approved items throughout the life of the Master Agreement if in the best interest at its sole discretion.

Contract Vendor: Name of Requester:

TitiEi of Requester: ---------------
28 CONTRACT NO. MNWNC-125 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT PURE STORAGE, INCORPORATED Redlands Regular Meeting of 06-06-2023

COMPUTER EQUIPMENT
2014-2019

MINNESOTA WSCA-NASPO MASTER AGREEMENT AWARD

EXHIBIT E - ACTION REQUST FORM (ARF)

ACTION REQUEST FORM
LOG
Submit updated Action Log with each update. Log must provide history of previous update.

CONTRACT VENDOR: _________ _
Contact Name and Email (for questions):. ____________ _ DATE: ______ _
DATE ACTION REQUESTED: DATE

SUBMITTED APPROVED
29 CONTRACT NO. MNWNC-125 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT PURE STORAGE, INCORPORATED Redlands Regular Meeting of 06-06-2023

COMPUTER EQUIPMENT
2014-2019

MINNESOTA WSCA-NASPO MASTER AGREEMENT AWARD

EXHIBIT F - REPORTING

1. OWNERSHIP: Recipient of the reports shall have exclusive ownership of the media containing the reports. The Lead State and WSCA-NASPO shall have a perpetual, irrevocable, non-exclusive, royalty free, transferable right to display, modify, copy, and otherwise use reports, data and information provided.

2. DUE DATE: Reports shall be due no later than the last day of the month following the end of the calendar quarter.

3. REQUIRED REPORTS:

Report Name Submitted to Purpose & Submittal
1 WSCA-NASPO Administrative Fee WSCA- Identify total sales and administrative fee due to WSCA-

NASPO NASPO
1) Go to: httg://www.nasgo.org/WNCPO/Calculator.asgx
2) Complete all contract report infonmation fields
3) Enter total sales per State or Select "no sales for quarter" checkbox
4) Click on Submit button
2 WSCA-NASPO Detailed Sales WSCA- Detailed sales data by line item. Currently via an Excel Report NASPO template. Future MAY involve a portal. No modifications may be made by the Contract Vendor to the template. This report may also fulfill the reporting requirements of self audits, premium savings sales, and Bring Your Own Device Employee Sales.
3 Participating States Participating Contract Vendor may utilize the detailed sales report to report State to individual States unless otherwise directed by the State.

States may require additional reporting.
4 Participating Addendum Status WSCA- Provides status of Participating Addendums. Excel Template NASPO to be provided by WSCA-NASPO.
5 Premium Saving Package (PSP) PSP Lead Additional reporting may be requested. 6 Quarterly Updates of PSS and Self Lead State Utilize the Action Request Form (ARF) Audit
30 CONTRACT NO. MNWNC-125 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT PURE STORAGE, INCORPORATED Redlands Regular Meeting of 06-06-2023

COMPUTER EQUIPMENT
2014-2019

MINNESOTA WSCA-NASPO MASTER AGREEMENT AWARD

EXHIBIT G - DEFINITIONS
Acceptance. See Master Agreement Terms regarding Acceptance and Acceptance Testing.

Accessory. Accessories do not extend the functionality of the computer, but enhances the user experience i.e., mouse pad, monitor stand. For the purposes of this proposal, accessories are considered peripherals.

Bands: For the purpose of this solicitation, there are six product bands which may be awarded. Each product band includes related peripherals and services. Responders must only respond to Bands in which they manufacture the defined product. Responder may receive an award in one or more bands for which they manufacture a product based on the evaluation.

BAND 1: DESKTOP. A desktop computer is a personal computer intended for regular use at a single location. A desktop computer typically comes in several units connected together during installation: 1) the processor, 2) display monitor and 3) input devices usually a keyboard and a mouse. All operating systems for tablets are allowed. Zero Clients, Thin clients, all in ones and workstations will also be included under desktops. Ruggedized equipment may also be included in the Product and Service schedule for this band.

BAND 2: LAPTOP. A laptop computer is a personal computer for mobile use. A laptop includes a display, keyboard, point device such as a touch pad and speakers into a single unit. A laptop can be used away from an outlet using a rechargeable battery. All operating systems for tablets are allowed. Laptops will include notebooks, ultrabook, mobile thin clients, chromebooks and netbooks. Computers with mobile operating systems will also be included under laptops.

Tablets that have the option to be utilized with a keyboard can be sold in this band. Ruggedized equipment may also be included in the Product and Service Schedule for this band.

BAND 3: TABLET. A tablet is a mobile computer that provides a touchscreen which acts as the primary means of control. All operating systems for tablets are allowed. Ruggedized equipment may also be included as a category in the Product and Service Schedule for this band.

BAND 4: SERVER. A server is a physical computer dedicated to run one or more services or applications (as a host) to serve the needs of the users of other computers on a network. This band also includes server appliances. Server appliances have their hardware and software preconfigured by the manufacturer. It also includes embedded networking components such as those found in blade chassis systems. Ruggedized equipment may also be included in the Product and Service Schedule for this band.

BAND 5: STORAGE. Storage is hardware with the ability to store large amounts of data. This band includes SAN switching necessary for the proper functioning of the storage environment. Ruggedized equipment may also be included in the Product and Service Schedule for this band.
llJI.ND 6: RYGGeDIZeD DeVICeS R~Q§B9i~e9 FefeFSte 9evioes speoilioally Elesi§ne9 Ia epeFale FBiiaely in RaFSR ~saQe enviFenments an9 sen9itiens, s~GR as strong vi9Fations, extreme tempeFal~res anEl weter 9~sly sonElilions. R~§Qe9i~eEl J;)e•lioes may alse ee ollere9 ~n9er eanEls 1 a olli'le Master ."-!Jreement. BAND 6 REMOVED. RUGGEDIZED EQUIPMENT MAY BE SOLD IN BANDS 1-5, PROVIDED IT MEETS BAND REQUIREMENTS.

Cloud Services. Delivery of computing as a service rather than a product, whereby shared resources, software and information are provided to computers and other devices as a utility over a network, such as the Internet. {Cloud Services including acquisitions structured as managed on-site services are not allowed.) Contract Vendor or Contractor. The manufacturer responsible for delivering products or performing services under the terms and conditions set forth in the Master Agreement. The Contract Vendor must ensure partners utilized in the performance of this contract adhere to all the terms and conditions. For the purposes of this RFP, the term Partner will be utilized in naming the relationship a manufacturer has with another company to market and sell the contract. Participating States will have final determination/approval if a Partner may be approved for that state in the role identified by the J Contract Vendor. j
Components. Parts that make up a computer configuration. · Configuration. The combination of hardware and software components that make up the total functioning system.

Desktop. This is Band 1 of this solicitation. A desktop computer is a personal computer intended for regular use at a single location. A desktop computer typically comes in several units connected together during installation: 1) the processor, 31 CONTRACT NO. MNWNC-125 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT PURE STORAGE, INCORPO~TED Redlands Regular Meeting of 06-06-2023

2) display monitor and 3) input devices usually a keyboard and a mouse. Desktop virtualization endpoints such as zero and thin clients will also be included under the Desktop Band.

Energy Star®. A voluntary energy efficiency program sponsored by the U.S. Environmental Protection Agency. The Energy Star program makes identification of energy efficient computers easy by labeling products that deliver the same or better performance as comparable models while using less energy and saving money. Energy Star qualified computers and monitors automatically power down to 15 watts or less when not in use and may actually last longer than conventional products because they spend a large portion of time in a low~power sleep mode. For additiqnal information on the Energy Star program, including product specifications and a list of qualifying products, visit the Energy Star website at http://www.enerqystar.gov.

EPEAT. A system for identifying more environmentally preferable computer desktops, laptops, and monitors. It includes an ANSI standard- the IEEE 1680 EPEAT standard- and website www.epeat.net to identify pmducts manufacturers have declared as meeting the standard. EPEAT provides a clear and consistent set of performanee criteria for the design of products. It is not a third-party certification program. Instead, Manufacturers self-certify that their products are in conformance with the environmental performance standard for electronic products.

FOB Destination. Shipping charges are included in the price of the. item and the shipped it19m becomes the legal property and responsibility of the receiver when it reaches its destination unless there is acqeptance testing required.

FOB Inside Delivery. Special Shipping arrangements, such as inside delivery, may include additional fees payable by the Purchasing Entity. Any FOB inside delivery must be annotated on the Purchasing Entity ordering document.

General Consulting. Services related to advising agencies on how best to use information technology to meet business objectives. Examples of such services would include management and administration of IT ~ystems. Each State will have varying laws, rules, policies and procedures surrounding general consulting which need adherence. Minnesota Statute section 16C.08 defines general consulting for the State of Minnesota. https://www.revisor.mn.gov/statutes/?id=16C.08 Laptop. This is Band 2 of this solicitation. A laptop computer is a personal computer for mobile use. A laptop includes a display, keyboard, point device such as a touchpad and speakers into a single unit. A laptop can be used away from an outlet using a rechargeable battery. Laptop Band may include notebooks, ultrabooks, and netbooks. Computers with mobile operating systems will also be included under the Laptop Band.

Lead State. The State conducting this cooperative solicitation and centrally administering any resulting Master Agreement with the permission of the Signatory States. Minnesota is the Lead State for this procurement and the laws of Minnesota Statute Chapter 16C apply to this procurement.

Manufacturer. A company that, as one of its primary business function, designs, assembles owns the trademark/patent and markets branded computer equipment.

Master Agreement. The underlying agreement executed by and between the Lead State and the Contract Vendor.

Middleware. Middleware is the software "glue" that helps programs and databases (which (nay be on different computers) work together. Its most basic function is to enable communication between different pieces of software.

Options. An item of equipment or a feature that may be chosen as an addition to or replacement for standard equipment and features.

Order. A purchase order, sales order, or other document used by a Purchasing Entity to order the Equipment.

Participating Addendum. A written statement of agreement signed by the Contract Vendpr and a Participating State or other Participating Entity that clarifies the operation of this Master Agreement for the Participating Entity (e.g., ordering procedures specific to a Participating State) and may add other state-specific language or other requirements. A Participating Addendum evidences the Participant's willingness to purchase and the Contrqct Vendor's willingness to provide equipment under the terms and conditions of this Master Agreement with any and all exceptions noted and agreed upon.

Participating States. States that utilize the Master Agreement established by the RFP an(l enter into a Participating Addendum which further defines their participation.

Participating Entity. A Participating State, or other legal entity, properly authorized by a Participating State to enter into the Master Agreement through a Participating Addendum and that authorizes orders from the Master Agreement by Purchasing Entities. Under the WSCA-NASPO program, in some cases, local governments, political subdivisions or other entities in a State may be authorized by the chief procurement official to execute its own P<Jrticipating Addendum where a Participating Addendum is not executed by the chief procurement official for that state that covers local governments, political subdivisions, or other government entities in the state.

Partner. A company, authorized by the Contract Vendor and approved by the Participating State, to provide marketing, support, or other authorized contract services on behalf of the Contract Vendor in accordar1ce with the terms and conditions of the Contract Vendor's Master Agreement. In the RFP, Partner is the term that is used to call out the many different relationships a manufacturer may have with another company to market their product including, but not limited to agents, subcontractors, partners, fulfillment partners, channel partners, business partners, servicing subcontractor, etc.

Peripherals. A peripheral means any hardware product that can be attached to, added within or networked with personal computers, servers and storage. Peripherals extend the functionality of a computer without modifying the core components of the system. For the purposes of this proposal, peripherals are defined as including accessories.

Peripherals may be manufactured by a third party, however, Contract Vendor shall not offer any peripherals manufactured by another Contract Vendor holding a Master Agreement. The Contract Vendors shall proyide the warranty service and 32 CONTRACT NO. MNWNC-125 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT PURE STORAGE, INCORPORATED Redlands Regular Meeting of 06-06-2023

maintenance for all peripherals on the Master Agreement. Examples of peripherals/accessories/options: Include but are not limited to: printers, monitors, multifunction printers, audiovisual equipment, instructional equipment, cabling, modems, networking to support server, storage and client applications such as routers, switches. Software is an option which must be related to the purchase of equipment and subject to configuration limits. Third party products are allowed to be offered as peripherals/accessories/options and may be offered in any related band.

Per Transaction Multiple Unit Discount. A contractual volume discount based on dollars in a single purchase order or combination of purchase orders submitted at one time by a Participating Entity or multiple entities conducting a cooperative purchase.

Premium Savings Packages. Deeply discounted standard configurations available to Purchasing Entities using the Master Agreement. This specification includes a commitment to maintain and upgrade (keep pace with the advance of technology) the standard configurations for a stated period of lime or intervals. WSCA-NASPO reserves the right to expand and modify the PSP throughout the life of the contract. See http:l/www.wnpsp.com/index.html.

Purchasing Entity- means a state, 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 an order against the Master Agreement and becomes financially committed to the purchase.

Ruggedized. This was band 6 of this solicitation. Ruggedized refers to equipment specifically designed to operate reliably in harsh usage environments and conditions, such as strong vibrations, extreme temperatures and wet or dusty conditions.

Services. Broadly classed as installation/de-installation, maintenance, support, training, migration, and optimization of products offered or supplied under the Master Agreement. These types of services may include, but are not limited to:
warranty services, maintenance, installation, de-installation, factory integration (software or equipment components), asset management, recycling/disposal, training and certification, pre-implementation design, disaster recovery planning and support, service desk/helpdesk, and any other directly related technical support service required for the effective operation of a product offered or supplied. Contract Vendors may offer, but participating States and entities do not have to accept, limited professional services related ONLY to the equipment and configuration of the equipment purchased through the resulting contracts. EACH PARTICIPATING STATE DETERMINES RESTRICTIONS AND NEGOTIATES TERMS FOR SERVICES.

Server. This is Band 4 of this solicitation. A server is a physical computer dedicated to run one or more services or applications (as a host) to serve the needs of the users of other computers on a network. This band also includes server appliances. Server appliances have their hardware and software preconfigured by the manufacturer. It also includes embedded networking components such as those found in blade chassis systems. Ruggedized equipment may also be included in the Product and Service Schedule for this band.

Storage. This is Band 5 of this solicitation. Storage is hardware with the ability to store large amounts of data. This band includes SAN switching necessary for the proper functioning of the storage environment. Ruggedized equipment may also be included in the Product and Service Schedule for this band.

Storage Area Network. A storage area network (SAN) is a high-speed special-purpose network (or subnetwork) that interconnects different kinds of data storage devices with associated data servers on behalf of a larger network of users.

Storage as a Service (STaaS). An architecture model by which a provider allows a customer to rent or lease storage space on the provider's hardware infrastructure on a subscription basis. E.g., manage ensile or cloud services.

Software. For the purposes of this proposal, software is commercial operating off the shelf machine-readable object code instructions including microcode, firmware and operating system software that are preloaded on equipment. The term "Software" applies to all parts of software and documentation, including new releases, updates, and modifications of software.

Tablet. This is Band 3 of this solicitation. A tablet is a mobile computer that provides a touchscreen which acts as the primary means of control. Tablet band may include notebooks, ultrabooks, and netbooks that are touchscreen capable.

Takeback Program. The Contract Vendor's process for accepting the return of the equipment or other products at the end of life.

Third Party Products. Products sold by the Contract Vendor which are manufactured by another company.

Upgrade. Refers to replacement of existing software, hardware or hardware component with a newer version.

Warranty. The Manufacturers general warranty lied to the product at the time of purchase.

Wide Area Network or WAN. A data network that serves users across a broad geographic ar!la and often uses transmission devices provided by common carriers.

WSCA-NASPO. The WSCA-NASPO cooperative purchasing program, facilitated by the WSCA-NASPO Cooperative Purchasing Organization LLC, a 501 (c)(3) limited liability company that is a subsidiary organization of the National Association of State Procurement Officials (NASPO). The WSCA-NASPO Cooperative Purcha~ing Organization facilitates administration of the 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 and the District of Col~mbia. The WSCA-NASPO Cooperative Development Team is identified in the Master Agreement as the recipient of reports and may be performing contract administration functions as assigned by the Lead State Contract Administrator. 33 CONTRACT NO. MNWNC-125 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT PURE STORAGE, INCORPORATED Redlands Regular Meeting of 06-06-2023

Redlands Regular Meeting of 06-06-2023

Persons with a hearing or speech disability may contact us by dialing 711 or 1.800.627.3529 Amendment No. 6 to NASPO Master Agreement MNWNC-125
AMENDMENT NO. 6 TO NASPO MASTER AGREEMENT NO. MNWNC-125 THIS AMENDMENT is by and between the State of Minnesota, acting through its Commissioner of Administration (“State”), and Pure Storage, Incorporated, 650 Castro St, Ste 260, Mountain View, CA 94041 (“Contractor” or “Contract Vendor”).

WHEREAS, the State has a Contract with the Contractor identified as NASPO Master Agreement No. MNWNC-125, April 1, 2015, through February 28, 2023 (“Contract”), to provide Computer Equipment, Peripherals & Related Services; and WHEREAS, Minn. Stat. § 16C.03, subd. 5, affords the Commissioner of Administration, or delegate pursuant to Minn.

Stat. § 16C.03, subd. 16, the authority to amend contracts; and WHEREAS, the terms of the Contract allow the State to amend the Contract as specified herein, upon the mutual agreement of the Office of State Procurement and the Contractor in a fully executed amendment to the Contract.

NOW, THEREFORE, it is agreed by the parties to amend the Contract as follows:

1. That NASPO Master Agreement No. MNWNC-125 is extended through July 31, 2023, at the same prices, terms, and conditions.

This Amendment is effective upon the date that the final required signatures are obtained, and shall remain in effect through contract expiration, or until the Contract is canceled, whichever occurs first.

Except as herein amended, the provisions of the Contract between the parties hereto are expressly reaffirmed and remain in full force and effect.

IN WITNESS WHEREOF, the parties have caused this Amendment to be duly executed intending to be bound thereby.

1. Pure Storage, Incorporated
The Contractor certifies that the appropriate person(s) have executed this Amendment on behalf of the Contractor as
required by applicable articles, bylaws, resolutions, or ordinances.

By:

Signature
Printed Name
Title:

Date:

By:

Signature
Printed Name
Title:

Date:

2. Office of State Procurement
In accordance with Minn. Stat. § 16C.03, subd. 3.

By:

Title: Acquisition Management Specialist
Date:

3. Commissioner of Administration
Or delegated representative.

By:

Date:

DocuSign Envelope ID: CE39DB0D-45BA-4FCA-BAA1-F3EDA175073D Vice President, Public Sector
12/21/2022
Michael Wiseman
2/1/2023
2/1/2023
Redlands Regular Meeting of 06-06-2023