Agenda packet — Redlands City Council, September 2, 2025 (part 2 of 5)

Redlands Regular Meeting of 09-02-25 239 of 1096
City Council Meeting I. 20.

DATE: 09/02/2025
TO: Honorable Mayor and City Council Members
SUBJECT: Approve an Intergovernmental Purchase of Dell Servers from Sidepath for the amount of $81,562 (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 Dell Servers from Sidepath for the amount of $81,562.

RECOMMENDATION:

Staff recommends that the City Council approve an Intergovernmental Purchase of Dell Servers from Sidepath for the amount of $81,562.

DISCUSSION:

The City currently utilizes VMware virtualization technology to host a significant portion of our core applications and services. The existing servers have reached their end of life and these new servers will provide replacements with increased reliability. The new servers will be deployed as VMware ESXi hosts within our production cluster, ensuring high availability for all virtualized workloads.

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, education, and nonprofit organizations. These cooperative contract Redlands Regular Meeting of 09-02-25 240 of 1096
government, education, and nonprofit organizations. These cooperative contract programs enable the City to take advantage of preferred pricing and administrative efficiencies. Based on staff's assessment, the new computers 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.

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, Information Technology Manager
Fiscal Impact
Fiscal Year: FY25-26
Revenue Generating: No
Appropriation Required Y/N: No
Amount: N/A
Budgeted Y/N: Y
Account No.: 604900
Discussion:

Funding for this purchase is included in the IT Division's budget for FY25-26 Redlands Regular Meeting of 09-02-25 241 of 1096
Attachments
Server Quote
Intergovernmental Form
Dell NASPO Master Agreement
State of California Participating Addendum
Redlands Regular Meeting of 09-02-25 242 of 1096
Quotation
22892 Mill Creek Drive Date: 07/21/25
Laguna Hills, CA 92653 Quotation #: SIDQ54619-02
Phone (949)748-8700; Fax (949)748-8706
www.sidepath.com
Valid Until: 08/15/25
Prepared By: Kristen Norem
Project ID: SIDPROJECT51235
Bill To: Ship To:

CIty of Redlands CIty of Redlands
Attn: Allen Fincher Attn: Allen Fincher
1270 W PARK AVE
Redlands, CA 92373
1270 W PARK AVE
Redlands, CA 92373
Phone: (909) 307-7302 Phone: (909) 307-7302
Email: [email protected] Email: [email protected] Qty Item Code Description Unit Price Ext. Price
NASPO# 23026 | State Addendum #7-23-70-55-01
VMHost Refresh - R770s - 5Y ProSupport NBD
4 210-BNWX PowerEdge R770 Server Hardware (Taxable) $13,481.41 $53,925.64 321-BLKH 2.5" Chassis with up to 8 SAS4/SATA Drives, PERC12 (H365i) $138.60 $138.60 338-CTBD Intel Xeon 6 Performance 6517P 3.2G, 16C/32T, 24GT/s, 72M $649.03 $649.03 Cache, Turbo, (190W) DDR5-6400
338-CTBD Intel Xeon 6 Performance 6517P 3.2G, 16C/32T, 24GT/s, 72M $649.03 $649.03 Cache, Turbo, (190W) DDR5-6400
379-BDCO Additional Processor Selected $0.00 $0.00
412-BCDL Heatsink for 2 CPU configuration (CPU less than 200W) $30.32 $30.32 370-AAIP Performance Optimized $0.00 $0.00
370-BCCX 6400MT/s RDIMMs $0.00 $0.00
370-BCCY (16) 32GB RDIMM, 6400MT/s, Dual Rank $466.04 $7,456.64 780-BCDI No RAID $0.00 $0.00
403-BDMX PERC H365i Controller, Front, DCMHS $393.06 $393.06 400-AXTV 480GB SSD SATA Read Intensive 6Gbps 512e 2.5in Hot-plug AG $224.39 $224.39 Drive, 1 DWPD
384-BBBL Performance BIOS Settings $0.00 $0.00
800-BBDM UEFI BIOS Boot Mode with GPT Partition $0.00 $0.00 384-BDQP PowerEdge 2U High Performance Silver Fan $64.75 $64.75 450-BCWQ Dual, Redundant(1+1), Hot-Plug MHS Power Supply,1100W MM $341.73 $341.73 492-BBDI (2) C13 to C14, PDU Style, 12 AMP, 6.5 Feet (2m) Power Cord, $4.76 $9.52 North America
330-BCXY Riser Config 6-1, Rear Half Length, 4x16 FH Slots (Gen5), $400.68 $400.68 1x8/1x16 OCP (Gen5), 2nd OCP x16 (Gen5)
338-CRTZ PowerEdge R770 Motherboard for RTS1.2, DAO $0.00 $0.00 540-BFLP (2) NVIDIA ConnectX-6 Lx Dual Port 25GbE SFP28 Adapter,OCP $153.54 $307.08

3.0 NIC +Sec
780-BCZQ No OCP Blanks or Cables Required $0.00 $0.00
If you have any questions regarding this quotation, please contact:

Krunal Patel | (949) 396-3743 | [email protected]
This document is proprietary and confidential and is intended solely for the recipient.

No part of this document may be disclosed in any manner to a third party who is not affiliated with the recipient.

Sidepath - VM Host Refresh x4 Page 1 of 3
Redlands Regular Meeting of 09-02-25 243 of 1096
Qty Item Code Description Unit Price Ext. Price
470-AEYU No Cables Required $0.00 $0.00
470-AEYU No Cables Required $0.00 $0.00
350-BCYM Dell Luggage Tag, R770 $0.00 $0.00
350-BDBP PowerEdge 2U Standard Bezel $43.10 $43.10
403-BDMM BOSS-N1 controller card + with 2 M.2 480GB (RAID 1) (22x80) $811.89 $811.89 470-ACET (4) Dell Networking, Cable, SFP28 to SFP28, 25GbE, Passive $24.90 $99.60 Copper Twinax Direct Attach Cable, 2 Meter
611-BBBF No Operating System $0.00 $0.00
605-BBFN No Media Required $0.00 $0.00
634-CSGX OpenManage Enterprise Advanced Plus $129.72 $129.72 634-CSHS Secure Enterprise Key Manager License 3.0 $53.92 $53.92 634-CSHT Secured Component Verification $21.44 $21.44
634-CSHV iDRAC10, Datacenter 17G $182.99 $182.99
350-BCYL Blank Left Ear Module $4.33 $4.33
379-BETF iDRAC Legacy Password for OCP cards $0.00 $0.00 379-BCQX iDRAC Service Module (ISM), NOT Installed $0.00 $0.00 770-BDRQ Cable Management Arm, 2U $18.22 $18.22
770-BECC ReadyRails Sliding Rails (B21) $33.32 $33.32
340-DNSW PowerEdge Shipping $10.61 $10.61
340-DSDW PowerEdge R770 Shipping $0.00 $0.00
340-DPDX PowerEdge 2U Shipping Material $32.27 $32.27
389-FHHX PowerEdge CCC, No CE Label Marking $0.00 $0.00 817-BBBP None Required $0.00 $0.00
Taxable SubTotal $53,925.64
4 R470 Support and Maintenance (Non-Taxable) $2,804.45 $11,217.80 711-7135 Dell Hardware Limited Warranty Plus Onsite Service 711-7181 ProSupport 7x24 Technical Support and Assistance 5 Years 711-7191 ProSupport Next Business Day Onsite Service After Problem Diagnosis 5 Years
989-3439 Thank you choosing Dell ProSupport. For tech support, visit //www.dell.com/support or call 1-800- 945-3355
900-9997 On-Site Installation Declined
Non Taxable SubTotal $11,217.80
Professional Services and Installation (Non-Taxable)
1 SID-PS-PE-IMP-SVR-1-5 Sidepath implementation service provides a base-level $4,500.00 $4,500.00 PowerEdge server deployment. Service includes installation of up to five (5) PowerEdge servers into compatible racks, integration with an existing network with appropriate labeling and cable management within the rack.
1 SID-PS-VMW-IMP-ESX Sidepath implementation service provides a base-level $7,200.00 $7,200.00 installation and configuration. Service includes the deployment of one (1) vSphere cluster with up to five (5) ESXi hosts.

If you have any questions regarding this quotation, please contact:

Krunal Patel | (949) 396-3743 | [email protected]
This document is proprietary and confidential and is intended solely for the recipient.

No part of this document may be disclosed in any manner to a third party who is not affiliated with the recipient.

Sidepath - VM Host Refresh x4 Page 2 of 3
Redlands Regular Meeting of 09-02-25 244 of 1096
Qty Item Code Description Unit Price Ext. Price
Non Taxable SubTotal $11,700.00
Payment Terms from Ship Date: Net 30
Pricing does not include Sales Tax or Shipping/Handling unless specifically stated in quote.

CA Shipments: CA Electronic Waste Recycling (eWaste) Fee will apply to monitors, laptops or tablets. Product Total $76,843.44 Taxes $4,718.49
Shipping $0.00
Grand Total $81,561.93
Unless you have a separate written agreement that specifically applies to this order, your order will be subject to and governed by Sidepath's Purchasing Terms and Conditions, which are located at: www.sidepath.com/terms. The Purchasing Terms and Conditions are incorporated herein by reference and available in hard copy upon your request.

Note: Sidepath will collect sales tax for orders shipped to these six states: AZ, CA, MA, NV, TX and WA. For orders shipped outside of these six states, it will be the customer's responsibility to report the tax as Sales & Use Tax.

Please contact me if I can be of further assistance.

THANK YOU FOR YOUR BUSINESS!
Accepted by:_________________________________ Title:_______________________________ Date:___________ PO:_______________________ If you have any questions regarding this quotation, please contact:

Krunal Patel | (949) 396-3743 | [email protected]
This document is proprietary and confidential and is intended solely for the recipient.

No part of this document may be disclosed in any manner to a third party who is not affiliated with the recipient.

Sidepath - VM Host Refresh x4 Page 3 of 3
Redlands Regular Meeting of 09-02-25 245 of 1096
Intergovernmental/ Piggyback
Contract Use Request (Attach to PR form)
The Department requests the purchase of the following item(s) from:

Original Contracting Entity:

Minnesota NASPO ValuePoint Master Agreement #23026
Contract Term:

Method of original contract award:

Competitive
Non-Competitive, based on: Preferred source Sole Single source Emergency Other:

Does the original contract contain language contemplating contract extension to additional users? Yes No
Description of Product/Service intend to acquire Unit Price Total Tax
Grand Total
Please attach: vendor agreement to sale to the City AND Entity agreement/contract language allowing Piggyback Redlands Regular Meeting of 09-02-25 246 of 1096
Purchasing Agent Approval: Date:

City Manager Approval: ______________________________ Date: ____________________ Vendor:

Contact:

Address 1:

Address 2:

City/State/Zip:

Telephone:

Fax:

Web/E-Mail:

Delivery/Service Location
Contact:

Telephone:

Department:

Address 1:

Address 2:

Additional
Comments
rev. 10.31.18
Redlands Regular Meeting of 09-02-25 247 of 1096
Quotation
22892 Mill Creek Drive Date: 07/21/25
Laguna Hills, CA 92653 Quotation #: SIDQ54619-02
Phone (949)748-8700; Fax (949)748-8706
www.sidepath.com
Valid Until: 08/15/25
Prepared By: Kristen Norem
Project ID: SIDPROJECT51235
Bill To: Ship To:

3.0 NIC +Sec
780-BCZQ No OCP Blanks or Cables Required $0.00 $0.00
If you have any questions regarding this quotation, please contact:

Krunal Patel | (949) 396-3743 | [email protected]
This document is proprietary and confidential and is intended solely for the recipient.

No part of this document may be disclosed in any manner to a third party who is not affiliated with the recipient.

Sidepath - VM Host Refresh x4 Page 1 of 3
Redlands Regular Meeting of 09-02-25 248 of 1096
Qty Item Code Description Unit Price Ext. Price
470-AEYU No Cables Required $0.00 $0.00
470-AEYU No Cables Required $0.00 $0.00
350-BCYM Dell Luggage Tag, R770 $0.00 $0.00
350-BDBP PowerEdge 2U Standard Bezel $43.10 $43.10
403-BDMM BOSS-N1 controller card + with 2 M.2 480GB (RAID 1) (22x80) $811.89 $811.89 470-ACET (4) Dell Networking, Cable, SFP28 to SFP28, 25GbE, Passive $24.90 $99.60 Copper Twinax Direct Attach Cable, 2 Meter
611-BBBF No Operating System $0.00 $0.00
605-BBFN No Media Required $0.00 $0.00
634-CSGX OpenManage Enterprise Advanced Plus $129.72 $129.72 634-CSHS Secure Enterprise Key Manager License 3.0 $53.92 $53.92 634-CSHT Secured Component Verification $21.44 $21.44
634-CSHV iDRAC10, Datacenter 17G $182.99 $182.99
350-BCYL Blank Left Ear Module $4.33 $4.33
379-BETF iDRAC Legacy Password for OCP cards $0.00 $0.00 379-BCQX iDRAC Service Module (ISM), NOT Installed $0.00 $0.00 770-BDRQ Cable Management Arm, 2U $18.22 $18.22
770-BECC ReadyRails Sliding Rails (B21) $33.32 $33.32
340-DNSW PowerEdge Shipping $10.61 $10.61
340-DSDW PowerEdge R770 Shipping $0.00 $0.00
340-DPDX PowerEdge 2U Shipping Material $32.27 $32.27
389-FHHX PowerEdge CCC, No CE Label Marking $0.00 $0.00 817-BBBP None Required $0.00 $0.00
Taxable SubTotal $53,925.64
4 R470 Support and Maintenance (Non-Taxable) $2,804.45 $11,217.80 711-7135 Dell Hardware Limited Warranty Plus Onsite Service 711-7181 ProSupport 7x24 Technical Support and Assistance 5 Years 711-7191 ProSupport Next Business Day Onsite Service After Problem Diagnosis 5 Years
989-3439 Thank you choosing Dell ProSupport. For tech support, visit //www.dell.com/support or call 1-800- 945-3355
900-9997 On-Site Installation Declined
Non Taxable SubTotal $11,217.80
Professional Services and Installation (Non-Taxable)
1 SID-PS-PE-IMP-SVR-1-5 Sidepath implementation service provides a base-level $4,500.00 $4,500.00 PowerEdge server deployment. Service includes installation of up to five (5) PowerEdge servers into compatible racks, integration with an existing network with appropriate labeling and cable management within the rack.
1 SID-PS-VMW-IMP-ESX Sidepath implementation service provides a base-level $7,200.00 $7,200.00 installation and configuration. Service includes the deployment of one (1) vSphere cluster with up to five (5) ESXi hosts.

If you have any questions regarding this quotation, please contact:

Krunal Patel | (949) 396-3743 | [email protected]
This document is proprietary and confidential and is intended solely for the recipient.

No part of this document may be disclosed in any manner to a third party who is not affiliated with the recipient.

Sidepath - VM Host Refresh x4 Page 2 of 3
Redlands Regular Meeting of 09-02-25 249 of 1096
Qty Item Code Description Unit Price Ext. Price
Non Taxable SubTotal $11,700.00
Payment Terms from Ship Date: Net 30
Pricing does not include Sales Tax or Shipping/Handling unless specifically stated in quote.

Please contact me if I can be of further assistance.

Krunal Patel | (949) 396-3743 | [email protected]
This document is proprietary and confidential and is intended solely for the recipient.

No part of this document may be disclosed in any manner to a third party who is not affiliated with the recipient.

Sidepath - VM Host Refresh x4 Page 3 of 3
Redlands Regular Meeting of 09-02-25 250 of 1096
Persons with a hearing or speech disability may contact us by dialing 711 or 1.800.627.3529 Assignment of NASPO Master Agreement 23004 Page 1 of 3
ASSIGNMENT OF NASPO MASTER AGREEMENT 23004
This Assignment Agreement is by and among the State of Minnesota, acting through its Commissioner of Administration (State), Dell Inc., One Dell Way, Round Rock, TX 78682 (Original Contractor), and Dell Marketing L.P., One Dell Way, Mailstop RR1-33 Legal, Round Rock, TX 78682 (Assigned Contractor).

WHEREAS, the State has an agreement with the Original Contractor identified as Contract 23004, effective July 14, 2023, through June 30, 2025 (Contract), to provide Computer Equipment, Peripherals & Related Services; and WHEREAS, the Original Contractor wishes to assign all its interests in the Contract to the Assigned Contractor; and WHEREAS, the assignment provision of the Contract provides assignment of the agreement only upon written consent of the State.

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

1. The Assigned Contractor is assigned Contract 23026 to accommodate participating addenda under the Master Agreement.

2. This Assignment Agreement will become effective upon its approval and execution by the parties and approval of the appropriate State officials, pursuant to Minn. Stat. § 16C.05, subd. 2.

3. The State hereby approves the request of the Original Contractor to assign the Assigned Contractor all its interests, rights, and responsibilities, duties, and other provisions set forth in the Contract, which is attached and incorporated as Exhibit A, provided the Original Contractor and the Assigned Contractor agree to all provisions set forth in this Assignment Agreement.

4. Representations and Warranties:
a. The Original Contractor represents and warrants to the State that it is not in default of any of its obligations under the Contract.
b. The Assigned Contractor represents and warrants to the State that: (i) as of the effective date of this Assignment Agreement, the Assigned Contractor will have received sufficient information, right to technology, and key personnel sufficient to properly perform the duties, responsibilities, obligations, and all other provisions assigned to it, and (ii) the Assigned Contractor is ready, willing, and able to perform all of the duties, obligations, and responsibilities of the Contract. c. The representations and warranties set forth in this Section 4 are for the sole benefit of the State and its permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person or entity (including the Original Contractor and the Assigned Contractor) any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Assignment Agreement.

5. The Assigned Contractor accepts assignment of all of the provisions of the Contract.

6. Any and all amounts due to the Original Contractor by a Participating Entity for goods or services provided by the Original Contractor prior to July 14, 2023, under the Contract will be paid to the Original Contractor by the Participating Entity. Any and all amounts due under the Contract on or after July 14, 2023, will be paid to the Assigned Contractor by the Participating Entity and the Original Contractor.

7. When applicable, payment for remaining work and travel expenses from the Contract will be paid at the rates set in the Contract. The amount to be paid to the Assigned Contractor will not exceed the Contract’s total costs, minus the DocuSign Envelope ID: F019BE07-AEF0-4A14-B979-8BB85953FE52 Redlands Regular Meeting of 09-02-25 251 of 1096
Persons with a hearing or speech disability may contact us by dialing 711 or 1.800.627.3529 Assignment of NASPO Master Agreement 23004 Page 2 of 3
total payments made to the Original Contractor.

8. If applicable, the Assigned Contractor will provide proof of insurance with the coverage and in the amounts called for in the original solicitation document, attached herein.

9. If applicable, the Assigned Contractor will provide a copy of its Affirmative Action Certification as approved by the Minnesota Department of Human Rights.

10. If applicable, the Assigned Contractor will provide a copy of its Equal Pay Certification as approved by the Minnesota Department of Human Rights.

This Assignment Agreement is effective upon the date that the final required signatures are obtained.

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

1. ORIGINAL CONTRACTOR
Dell Inc.

The Original Contract Vendor certifies that the appropriate person(s) have executed this document on behalf of the Contract Vendor as required by applicable articles, bylaws, resolutions, or ordinances.

By:

Signature
Printed Name
Title:

Date:

By:

Title:

Date:

3. OFFICE OF STATE PROCUREMENT
In accordance with Minn. Stat. §16C.03, Subd. 3.

By:

Signature
Printed Name
Title:

Date:

2. ASSIGNED CONTRACTOR
Dell Marketing L.P.

The Assigned Contract Vendor certifies that the appropriate person(s) have executed the Contract on behalf of the Contract Vendor as required by applicable articles, bylaws, resolutions, or ordinances.

By:

Signature
Printed Name
Title:

Date:

By:

Title:

Date:

4. COMMISSIONER OF ADMINISTRATION
Or delegated representative.

By:

Signature
Printed Name
Title:

Date:

DocuSign Envelope ID: F019BE07-AEF0-4A14-B979-8BB85953FE52 Christopher Alan Garcia
Asst. Corp Secretary & SVP Legal
9/7/2023
ParaLegal Advisor
9/7/2023
Katherine Castillo
Elizabeth M. Randa
9/7/2023
Acquisition Management Specialist
Andy Doran
9/7/2023
IT Acquisitions Supervisor
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Persons with a hearing or speech disability may contact us by dialing 711 or 1.800.627.3529 Assignment of NASPO Master Agreement 23004 Page 3 of 3
EXHIBIT A: CONTRACT
Attached and incorporated into Exhibit A is the following document(s):
• NASPO Master Agreement 23004.

DocuSign Envelope ID: F019BE07-AEF0-4A14-B979-8BB85953FE52 Redlands Regular Meeting of 09-02-25 253 of 1096

Page 1 of 47 ends

NASPO ValuePoint Master Agreement No.: 23004
This Contract is between the State of Minnesota, acting through its Commissioner of Administration (“Lead State”) and Dell Inc., whose designated business address is One Dell Way, Round Rock, TX 78682 (“Contractor”). State and Contractor may be referred to jointly as “Parties.”
Recitals

1. The State of Minnesota, Department of Administration, Office of State Procurement, on behalf of the State of Minnesota and NASPO ValuePoint Cooperative Procurement Program (“NASPO ValuePoint”) issued a solicitation to establish Minnesota NASPO ValuePoint Master Agreement(s) (“Contract”) with qualified manufacturers for Computer Equipment (Desktops, Laptops, Tablets, Servers, and Storage, including related Peripherals & Services);

2. Contractor provided a response to the Solicitation indicating its interest in and ability to provide the goods or services requested in the Solicitation; and

3. Subsequent to an evaluation in accordance with the terms of the Solicitation and negotiation, the Parties desire to enter into a contract; and

4. All authorized governmental entities in any state or participating US Territory are welcome to use the resulting Master Agreement through NASPO ValuePoint with the approval of the State Chief Procurement Official. Upon final award of the overarching Master Agreement, Contractors 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.

Accordingly, the Parties agree as follows:

Contract
Term of Contract
Effective date. July 1, 2023, or the date the Lead State obtains all required signatures under Minn. Stat. § 16C.05, subd. 2, whichever is later.

Expiration date. June 30, 2025. This Master Agreement may be extended for up to an additional 36 months, in increments as determined by the Lead State, through a duly executed amendment.

If, in the judgment of the Lead State, a follow-on, competitive procurement will be unavoidably delayed beyond the planned date of execution of the follow-on master agreement, this Master Agreement may be extended for a reasonable period of time, not to exceed six months. This subsection shall not be deemed to limit the authority of a Lead State under its state law otherwise to negotiate contract extensions.

DocuSign Envelope ID: 22C62BA3-AFF9-40A4-8FA3-F4D018802CC5 DocuSign Envelope ID: F019BE07-AEF0-4A14-B979-8BB85953FE52 Redlands Regular Meeting of 09-02-25 254 of 1096

Page 2 of 47 ends

Representations and Warranties
Under Minn. Stat. §§ 15.061 and 16C.03, subd. 3, and other applicable law the Lead State is empowered to engage such assistance as deemed necessary.

Contractor warrants that it is duly qualified and shall perform its obligations under this Master Agreement in accordance with the commercially reasonable standards of care, skill, and diligence in Contractor’s industry, trade, or profession, and in accordance with the specifications set forth in this Master Agreement, to the satisfaction of the Lead State.

Contractor warrants that it possesses the legal authority to enter into this Master Agreement and that it has taken all actions required by its procedures, by-laws, and applicable laws to exercise that authority, and to lawfully authorize its undersigned signatory to execute this Master Agreement, or any part thereof, and to bind Contractor to its terms.

Awarded Band(s)
The solicitation included three product Bands: Band 1, Personal Computing Devices – Windows Operating Systems:

Desktops, Laptops, Tablets; and Band 2, Personal Computing Devices – Non-Windows Operating Systems: Desktops, Laptops, Tablets; and Band 3, Servers and Storage. The Contractor is awarded the following Band(s):

Band 1, Personal Computer Devices – Windows Operating Systems Band 2, Personal Computer Devices - Non-Windows Operating Systems Band 3, Servers and Storage
Configuration Dollar Limits
The following configuration limits apply to the Master Agreement. Participating Entities may define their configuration limits in their Participating Addendum. The Participating Entity’s Chief Procurement Official may increase or decrease the configuration limits, as defined in their Participating Addendum. The Participating Entity will determine with the Contractor how to approve these modifications to the Product and Service Schedule.

The dollar limits identified below are based on a SINGLE computer/system configuration. This is NOT a restriction on the purchase of multiple configurations (e.g., an entity could purchase 10 laptops at $15,000 each, for a total purchase price of $150,000).

ITEM CONFIGURATION
Band One $15,000
Band Two $15,000
Band Three $1,000,000
Peripherals $10,000
Services Addressed in the Participating Addendum
Restrictions
The following restrictions apply to the Master Agreement. A Participating Entity may set further restrictions of products in their Participating Addendum. The Participating Entity will determine with the Contractor how to approve these modifications to the Entity’s Product and Service Schedule.

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

DocuSign Envelope ID: 22C62BA3-AFF9-40A4-8FA3-F4D018802CC5 DocuSign Envelope ID: F019BE07-AEF0-4A14-B979-8BB85953FE52 Redlands Regular Meeting of 09-02-25 255 of 1096

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Any software purchased must be related to the procurement of equipment.

Software must be pre-loaded or provided as an electronic link with the initial purchase of equipment, except for the exceptions allowed under Paragraph 5.a.4.

Software such as middleware which is not always installed on the equipment, but is related to storage and server equipment (Band 3) purchased, is allowed and may be procured after the initial purchase of equipment.

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

Service limits will be addressed by each State.

Wireless phone and internet service is not allowed.

Managed Print Services are not allowed.

Cloud Services
Cloud Services are restricted to Services that function as operating systems and software needed to support or configure hardware purchased under the scope of the contract and is subject to equipment configuration limits.

Any Cloud Service purchased must be related to the procurement of equipment.

Third-Party Products
Third-Party Products can be offered only in the Bands they have been awarded. All third-party products must meet the definition(s) of the Band(s) in which they are being offered.

Products manufactured by another Contractor holding a Minnesota NASPO ValuePoint Master Agreement for Computer Equipment cannot be offered unless approved by the Lead State.

Additional Product/Services
Hardware and software required to solely support wide area network (WAN) operation and management are not allowed.

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

Cellular Phone Equipment is not allowed.

EPEAT Bronze requirement may be waived, on a State case-by-case basis, if approved by the State’s Chief Procurement Officer. EPEAT Bronze requirement does not currently apply to storage.

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Authorized Representative
Master Agreement Administrator. The Master Agreement Administrator designated by NASPO ValuePoint and the State of Minnesota, Department of Administration is Elizabeth Randa, Acquisition Management Specialist.

Elizabeth Randa, Acquisition Management Specialist
Department of Administration
Office of State Procurement
112 Administration Building
50 Sherburne Avenue
St. Paul, MN 55155
E-mail: [email protected]
Phone: 651.201.3122
Contractor’s Authorized Representative. The Contractor's Authorized Representative is Ashley Salinas, SLED Contract Program Manager.

Ashley Salinas, SLED Contract Program Manager
Dell Inc.

One Dell Way
Round Rock, TX 78682
[email protected]
Phone: 512.542.1237
If the Contractor’s Authorized Representative changes at any time during this Contract, the Contractor must immediately notify the Lead State.

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. An email 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 to the Master Agreement Administrator.

Exhibits
The following Exhibits are attached and incorporated into this Contract. In the event of a conflict between the terms of this Contract and its Exhibits, or between Exhibits, the order of precedence is first the Contract, and then in the following order:

Exhibit A: NASPO ValuePoint Terms and Conditions
Exhibit B: Minnesota Terms and Conditions
Exhibit C: Requirement
Exhibit D: Price Schedule
Exhibit E: Contractor Terms and Conditions
Survival of Terms:

The following clauses survive the expiration or cancellation of this Master Agreement: Indemnification; State Audits; Government Data Practices and Intellectual Property; Publicity and Endorsement; Governing Law, Jurisdiction, and Venue; and Data Disclosure. Any other Contract term that states it shall survive, shall survive.

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Entire Agreement
This Contract and any written addenda thereto constitute the entire agreement of the parties to the Master Agreement.

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

2. State Agency
With delegated authority
Print name: Print name:

Signature: Signature:

Title: Date: Title: Date:

3. Commissioner of Administration
As delegated to The Office of State Procurement
Print name:

Signature:

Title: Date:

DocuSign Envelope ID: 22C62BA3-AFF9-40A4-8FA3-F4D018802CC5 ParaLegal Advisor 7/14/2023
Katherine Castillo
Acquisition Management Specialist 7/14/2023
Elizabeth M. Randa
Andy Doran
IT Acquisitions Supervisor 7/14/2023
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Exhibit A: NASPO ValuePoint Master Agreement Terms and Conditions Conflict of Terms/Order of Precedence.

Any order placed under this Master Agreement shall consist of the following documents:

A Participating Entity’s Participating Addendum (“PA”); Minnesota NASPO ValuePoint Master Agreement, as negotiated, including all exhibits; A Purchase Order issued against a PA (terms and conditions set forth in a Purchase Order will not be deemed to modify, diminish, or otherwise derogate the terms and conditions set forth in a Participating Addendum or Minnesota NASPO ValuePoint Master Agreement).

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

Contractor terms and conditions may be incorporated if expressly accepted by the Lead State and attached to the Master Agreement as an Exhibit or Attachment, or by written reference (including reference to information contained in a URL or referenced policy). A written reference, including by URL or policy, is incorporated into the Master Agreement only if the Master Agreement expressly identifies that reference. URL’s must be explicitly referenced to be incorporated into the Master Agreement. URL’s contained within the URL’s that are explicitly referenced are not incorporated into the Master Agreement. Any Contractor term or condition incorporated by URL or written reference applies to this Master Agreement only to the extent such term or condition is not prohibited by applicable law. Any change to information contained in a URL or referenced policy will not affect any financial obligation, place any additional material obligation on an ordering entity, or materially diminish an ordering entity’s ability to use the product or service.

A written Master Agreement (which may include the contents of the RFP and selected portions of Contractor’s response incorporated therein by reference) will constitute the entire agreement of the parties to the Master Agreement. No other terms and conditions shall apply, including terms and conditions listed in the Contractor’s response to the RFP, or terms listed or referenced on the Contractor's website not otherwise incorporated into the Master Agreement, in the Contractor quotation/sales order, or in similar documents subsequently provided by the Contractor.

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

Definitions.

Acceptance is defined by the applicable commercial code, except Acceptance shall not occur before the completion of delivery in accordance with the Order, installation if required, and a reasonable time for inspection of the Product.

Accessory means a product that enhances the user experience but does not extend the functionality of the computer (e.g. mouse pad or monitor stand). For the purposes of this Contract, accessories are considered peripherals.

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_____ as a Service (_aaS) refers to any good provided in a subscription-based model that is defined in the industry as “_____ as a Service”. Examples are “Software as a Service”, “Infrastructure as a Service”, and “Storage as a Service”, and shall follow the NIST definitions of those services. ____ as a Service are permitted only when they meet the restrictions found in Paragraph 5.c, above.

Band means a category of products. There are three product bands which may be awarded through this Contract. Each product band includes related peripherals and services.

Components are the parts that make up a computer configuration.

Contractor means the person or entity delivering Products or performing services under the terms and conditions set forth in this Master Agreement.

Configuration means the combination of hardware and software components that make up the total functioning system.

Customer (see Purchasing Entity).

Desktop means 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. Desktops, including desktop virtualization endpoints such as zero and thin clients, are included in Bands 1 and 2 of this Contract.

Embedded Software means one or more software applications which permanently reside on a computing device.

Energy Star® is a voluntary energy efficiency program sponsored by the U.S. Environmental Protection Agency.

The Energy Star program makes it easy to identify energy efficient computers by labeling products that deliver the same or better performance as comparable models while using less energy and saving money. For additional information on the Energy Star program, including product specifications and a list of qualifying products, visit the Energy Star website at http://www.energystar.gov.

EPEAT is a type-1 ecolabel for identifying and purchasing sustainable IT products. EPEAT-registered products must meet sustainability criteria detailed in voluntary consensus-based standards that are free and publicly available on the Green Electronics Council’s website at www.greenelectronicscouncil.org. Products are classified as Bronze, Silver, or Gold based on meeting criteria that address the life cycle of the products. Product life cycle includes material extraction, hazardous substance reduction, end-of-life management, packaging, and corporate sustainability. Only products listed as Active in the online EPEAT Registry are considered to meet the EPEAT criteria.

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

FOB Inside Delivery means that shipping charges are included in the price of the item, and that the shipped item becomes the legal property and responsibility of the receiver when it reaches the inside delivery point, which is beyond the front door or loading dock. FOB Inside Delivery is a special shipping arrangement that may include additional fees payable by the Purchasing Entity. FOB Inside Delivery must be annotated on the Purchasing Entity ordering document.

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Intellectual Property means any and all patents, copyrights, service marks, trademarks, trade secrets, trade names, patentable inventions, or other similar proprietary rights, in tangible or intangible form, and all rights, title, and interest therein.

Laptop means a personal computer for mobile use. A laptop includes a display, keyboard, point device such as a touchpad, and speakers in a single unit. A laptop can be used away from an outlet using a rechargeable battery.

Laptops include notebooks, ultrabooks, netbooks, Zero and thin client devices, and computers with mobile operating systems. Laptops are included in Bands 1 and 2 of this Contract.

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

Mandatory Requirement is a requirement that the failure to meet results in the rejection of the responder’s proposal unless all responders are unable to meet the mandatory requirement. The terms “must” and “shall” identify a mandatory requirement. Any objection to a mandatory requirement should be identified by responders in the Question and Answer period.

Manufacturer means a company that, as one of its primary business functions, designs, assembles, owns the trademark/patent for, and markets branded computer equipment.

Master Agreement means the underlying agreement executed by and between the Lead State, acting on behalf of NASPO ValuePoint, and the Contractor.

Middleware means the software “glue” that helps programs and databases (which may be on different computers) work together. The most basic function of middleware is to enable communication between different pieces of software.

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

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

Order or Purchase Order means any purchase order, sales order, contract or other method used by a Purchasing Entity to order the Products.

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

Participating Entity means a state (as well as the District of Columbia and U.S territories), city, county, district, other political subdivision of a State, or a nonprofit organization under the laws of some states properly authorized to enter into a Participating Addendum, that has executed a Participating Addendum.

Participating State means a state that has executed a Participating Addendum.

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Partner means a company, authorized by the Contractor and approved by the Participating Entity, to provide marketing, support, or other authorized contract services on behalf of the Contractor in accordance with the terms and conditions of the Contractor’s Master Agreement. A Partner may include, but is not limited to, an agent, subcontractor, fulfillment partner, channel partner, business partner, servicing subcontractor, etc.

Peripherals means any hardware product that can be attached to, added within, or networked with personal computers, servers, or storage. Peripherals extend the functionality of a computer without modifying the core components of the system.

Per Transaction Multiple Unit Discount means 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 Package(s) (PSP) are deeply discounted standard configurations available to Purchasing Entities using the Master Agreement. NASPO ValuePoint reserves the right to expand and modify the PSP throughout the life of the contract. For more information see: https://www.naspovaluepoint.org/portfolio/57/.

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

Purchasing Entity means a state (including the District of Columbia and U.S. territories), city, county, district, other political subdivision of a state, other public entities domestic or foreign, and nonprofit organizations under the laws of some states if authorized by a Participating Addendum, that issues a Purchase Order under the terms of the Master Agreement, or any Participating Addendum thereto, and becomes financially committed to the purchase.

Ruggedized means equipment specifically designed to operate reliably in harsh usage environments and conditions, such as strong vibrations, extreme temperatures, and wet or dusty conditions. Ruggedized equipment may be proposed under the band that most closely fits the equipment being proposed.

Server means computer hardware 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. Servers may be either physical or virtual. Servers, including server appliances, are included in Band 3 of this Contract. Server appliances have their hardware and software preconfigured by the manufacturer, and include embedded networking components such as those found in blade chassis systems.

Services are broadly classified as installation or de-installation, maintenance, support, training, migration, and optimization of products offered or supplied under the Master Agreement. These classifications of services may include, but are not limited to: warranty services, maintenance, installation, de-installation, factory integration (software or hardware components), asset management, recycling or disposal, training and certification, preimplementation design, disaster recovery planning and support, service desk or helpdesk, imaging, and any other directly related technical support service required for the effective operation of a product offered or supplied.

Contractors may offer limited professional services related ONLY to the equipment and configuration of the equipment purchased through the resulting contracts.

EACH PARTICIPATING ENTITY WILL DETERMINE RESTRICTIONS AND NEGOTIATE TERMS FOR SERVICES THROUGH THEIR PARTICIPATING ADDENDUM.

Software means, for the purposes of this Contract, commercial operating off the shelf machine-readable object code instructions including microcode, firmware, and operating system software that meet the restrictions specified DocuSign Envelope ID: 22C62BA3-AFF9-40A4-8FA3-F4D018802CC5 DocuSign Envelope ID: F019BE07-AEF0-4A14-B979-8BB85953FE52 Redlands Regular Meeting of 09-02-25 262 of 1096

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in Paragraph 5.a. “Software” applies to all parts of software and documentation, including new releases, updates, and modifications of software.

Storage means hardware or a virtual appliance with the ability to store large amounts of data. Storage, including SAN switching necessary for the proper functioning of storage equipment, is included in Band 3 of this Contract 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.

Tablet means a mobile computer that provides a touchscreen that acts as the primary means of control. Tablets, including notebooks, ultrabooks, and netbooks with touchscreen capabilities, are included in Bands 1 and 2 of this Contract.

Takeback Program means the Contractor’s process for accepting the return of equipment or other products at the end of the product’s life.

Thin Client is a lightweight computer that has been optimized for establishing a remote connection with a server-based computing environment.

Third Party Product is a good sold by the Contractor that is manufactured by another company. Third Party Products are intended to enhance or supplement a Contractor’s own product line, and are not intended to represent more than a third of any Contractor’s total sales under this Master Agreement.

Upgrade means the replacement of existing software, hardware, or hardware component with a newer version.

Warranty means the Manufacturer’s general warranty tied to the product at the time of purchase.

Wide Area Network (WAN) is a data network that serves users across a broad geographic area and often uses transmission devices provided by common carriers.

Term of the Master Agreement.

The initial term of this Master Agreement is for 2 years. This Master Agreement may be extended beyond the original contract period for 36 additional months at the Lead State’s discretion and by mutual agreement and upon review of requirements of Participating Entities, current market conditions, and Contractor performance.

The Master Agreement may be extended for a reasonable period of time if in the judgment of the Lead State a follow-on, competitive procurement will be unavoidably delayed (despite good faith efforts) beyond the planned date of execution of the follow-on master agreement. This subsection shall not be deemed to limit the authority of a Lead State under its state law otherwise to negotiate contract extensions.

Amendments.

The terms of this Master Agreement shall not be waived, altered, modified, supplemented or amended in any manner whatsoever without a written amendment to the Master Agreement executed by the Contractor and Lead State as required by law. Master Agreement amendments will be negotiated by the Lead State with the Contractor whenever necessary to address changes in the terms and conditions, costs, timetable, or increased or decreased scope of work.

Participants and Scope.

Canadian Participation. Subject to the approval of Contractor, any Canadian provincial government or provincially funded entity in Alberta, British Columbia, Manitoba, New Brunswick, Newfoundland and Labrador, DocuSign Envelope ID: 22C62BA3-AFF9-40A4-8FA3-F4D018802CC5 DocuSign Envelope ID: F019BE07-AEF0-4A14-B979-8BB85953FE52 Redlands Regular Meeting of 09-02-25 263 of 1096

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Nova Scotia, Ontario, Prince Edward Island, Quebec, or Saskatchewan, and territorial government or territorial government funded entity in the Northwest Territories, Nunavut, or Yukon, including municipalities, universities, community colleges, school boards, health authorities, housing authorities, agencies, boards, commissions, and crown corporations, may be eligible to use Contractor's Master Agreement. Canadian Participation. Subject to the approval of the Contractor, any Canadian provincial government or provincially funded entity in Ontario, Quebec, Nova Scotia, New Brunswick, Manitoba, British Columbia, Prince Edward Island, Saskatchewan, Alberta, Northwest Territories, Nunavut, Yukon, and Newfoundland and Labrador, including municipalities, universities, community colleges, school boards, health authorities, housing authorities, agencies, boards, commissions, and crown corporations, may be eligible to use Contractor's Master Agreement.

Contractor may not deliver Products under this Master Agreement until a Participating Addendum acceptable to the Participating Entity and Contractor is executed. The NASPO ValuePoint Master Agreement Terms and Conditions are applicable to any Order by a Participating Entity (and other Purchasing Entities covered by their Participating Addendum), except to the extent altered, modified, supplemented or amended by a Participating Addendum. By way of illustration and not limitation, this authority may apply to unique delivery and invoicing requirements, confidentiality requirements, defaults on Orders, governing law and venue relating to Orders by a Participating Entity, indemnification, and insurance requirements. Statutory or constitutional requirements relating to availability of funds may require specific language in some Participating Addenda in order to comply with applicable law. The expectation is that these alterations, modifications, supplements, or amendments will be addressed in the Participating Addendum or, with the consent of the Purchasing Entity and Contractor, may be included in the ordering document (e.g. purchase order or contract) used by the Purchasing Entity to place the Order.

Use of specific NASPO ValuePoint Master Agreements by state agencies, political subdivisions and other Participating 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 eligibility for participation are solely within the authority of the respective State Chief Procurement Official.

Obligations under this Master Agreement are limited to those Participating Entities who have signed a Participating Addendum and Purchasing Entities within the scope of those Participating Addenda. States or other entities permitted to participate may use an informal competitive process to determine which Master Agreements to participate in through execution of a Participating Addendum. Financial obligations of Participating Entities who are states are limited to the orders placed by the departments or other state agencies and institutions having available funds. Participating Entities who are states incur no financial obligations on behalf of other Purchasing Entities. Contractor shall email a fully executed PDF copy of each Participating Addendum to [email protected] to support documentation of participation and posting in appropriate data bases.

NASPO and NASPO ValuePoint are not parties to the Master Agreement.

Participating Addenda shall not be construed to amend the following provisions in this Master Agreement between the Lead State and Contractor that prescribe NASPO ValuePoint requirements: Term of the Master Agreement; Amendments; Participants and Scope; Administrative Fee; NASPO ValuePoint Summary and Detailed Usage Reports; NASPO ValuePoint Cooperative Program Marketing and Performance Review; Right to Publish; Price and Rate Guarantee Period; and Individual Customers. Any such language shall be void and of no effect.

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

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Resale. “Resale” means any payment in exchange for transfer of tangible goods, software, or assignment of the right to services. Subject to any specific conditions included in the Master Agreement, or as explicitly permitted in a Participating Addendum, Purchasing Entities may not resell Products (the definition of which includes services that are deliverables). Absent any such condition or explicit permission, this limitation does not prohibit: payments by employees of a Purchasing Entity for Products; sales of Products to the general public as surplus property; and fees associated with inventory transactions with other governmental or nonprofit entities and consistent with a Purchasing Entity’s laws and regulations. Any sale or transfer permitted by this subsection must be consistent with license rights granted for use of intellectual property.

Individual Customers.

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

Independent Contractor.

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

Contracting Personnel.

Contractor must provide adequate contracting personnel to assist states with the completing and processing Participating Addenda. It is preferred that each Contractor be able to provide each Participating Entity with a primary contact person for that Participating Entity.

Changes in Contractor Representation.

The Contractor must notify the Lead State of changes in the Contractor’s key administrative personnel managing the Master Agreement in writing within 10 calendar days of the change. The Lead State reserves the right to approve changes in key personnel, as identified in the Contractor’s proposal. Such approval shall not be unreasonably withheld.

The Contractor agrees to propose replacement key personnel having substantially equal or better education, training, and experience as was possessed by the key person proposed and evaluated in the Contractor’s proposal.

Contractor Verification.

The Contractor is responsible for delivering products or performing services under the terms and conditions set forth in the Master Agreement. The Contractor must ensure partners utilized in the performance of this contract adhere to all the terms and conditions. The term Partner will be utilized in naming the relationship a Contractor has with another company to market and sell under the contract. Participating Entities will have final determination/approval if a Partner may be approved for that state in the role identified by the Contractor.

Contractor Performance Meeting.

An annual performance meeting may be held each year with the NASPO ValuePoint Sourcing Team. Historically performance meetings have been held in Minnesota, but the Lead State may hold the meetings in person or virtually at the Lead State’s discretion.

All contractors that are invited to participate must send their Primary Account Representative, unless an exception is granted in writing by the Lead State. It is possible that not all contractors will be invited to participate in a performance meeting.

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Laws and Regulations.

Any and all Products offered and furnished shall comply fully with all applicable Federal, State, and local laws and regulations, including Minn. Stat. § 181.59 prohibiting discrimination and business registration requirements of the Office of the Minnesota Secretary of State. To the extent any purchase is subject to Federal Acquisition Regulations, as may be required by the terms of a federal grant, a Participating Entity and Contractor may include in their Participating Addendum terms that reflect such a requirement.

Price and Rate Guarantee Period.

All minimum discounts and rates must be guaranteed for the initial term of the Master Agreement. Following the initial Master Agreement period, any request for minimum discount or rate adjustment must be for a guarantee period as offered by the Contractor, and must be made at least 30 days prior to the effective date. Requests for minimum discount or rate adjustment must include sufficient documentation supporting the request. Any adjustment or amendment to the Master Agreement shall not be effective unless approved by the Lead State. No retroactive adjustments to minimum discounts or rates will be allowed.

Premium Savings Package Program.

The Lead State reserves the right to create a Premium Savings Package Program (PSP) as outlined in the Definitions, Paragraph 2.ee of Exhibit A. Participation by Contractor is voluntary. The details and commitments of the PSP will be detailed as a part of any request for Contractor to participate.

Services.

Participating Entities must explicitly allow services in their Participating Addenda for the approved services to be allowed under that Participating Addendum. The Participating Addendum by each Participating Entity will address service agreement terms and related travel.

Ordering.

Master Agreement and purchase order numbers shall be clearly shown on all acknowledgments, packing slips, invoices, and on all correspondence.

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

Each Purchasing Entity will identify and utilize its own appropriate purchasing procedure and documentation.

Contractor is expected to become familiar with the Purchasing Entities’ rules, policies, and procedures regarding the ordering of supplies or services contemplated by this Master Agreement.

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

Orders may be placed consistent with the terms of this Master Agreement during the term of the Master Agreement.

All Orders pursuant to this Master Agreement, at a minimum, shall include:

The service description or supplies being delivered;
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The place and requested time of delivery;
A billing address;
The name, phone number, and address of the Purchasing Entity representative; The price per hour or other pricing elements consistent with this Master Agreement and the contractor’s proposal;
A ceiling amount of the order for services being ordered; The Master Agreement identifier; and
Statement of Work, when applicable.

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

Orders must be placed pursuant to this Master Agreement prior to the termination date thereof, but may have a delivery date or performance period up to 120 days past the then-current termination date of this Master Agreement. Contractor is reminded that financial obligations of Purchasing Entities payable after the current applicable fiscal year are contingent upon agency funds for that purpose being appropriated, budgeted, and otherwise made available.

Notwithstanding the expiration, cancellation or termination of this Master Agreement, Contractor agrees to perform in accordance with the terms of any Orders then outstanding at the time of such expiration or termination.

Contractor shall not honor any Orders placed after the expiration, cancellation or termination of this Master Agreement, or otherwise inconsistent with its terms. Orders from any separate indefinite quantity, task orders, or other form of indefinite delivery order arrangement priced against this Master Agreement may not be placed after the expiration or termination of this Master Agreement, notwithstanding the term of any such indefinite delivery order agreement.

Trade-In.

Any trade-in programs offered during the life of the Master Agreement must be approved by the Lead State.

Participating Entities must explicitly allow trade-in programs in their Participating Addenda for the approved programs to be allowed under that Participating Addendum. Trade-in value shall not decrease the discounts offered through the Master Agreement.

Shipping and Delivery.

The prices are the delivered price to any Purchasing Entity for standard 3-5 day shipping. If an order is requested with expedited shipping, the Contractor must provide a firm “not to exceed” price for the expedited shipping on the quote. All deliveries shall be FOB Destination, freight pre-paid, with all transportation and handling charges paid by the Contractor. Responsibility and liability for loss or damage shall remain the Contractor’s until final inspection and acceptance when responsibility shall pass to the Purchasing Entity except as to latent defects, fraud and Contractor’s warranty obligations. Any order for less than the specified amount is to be shipped with the freight prepaid and added as a separate item on the invoice. Any portion of an Order to be shipped without transportation charges that is back ordered shall be shipped without charge.

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Specific delivery instructions, including FOB Inside Delivery, will be noted on the order form or Purchase Order.

Any damage to the building interior, scratched walls, damage to the freight elevator, etc., will be the responsibility of the Contractor. If damage does occur, it is the responsibility of the Contractor to promptly notify the Purchasing Entity placing the Order.

All products must be delivered in the manufacturer’s standard package. Costs shall include all packing and crating charges. Cases shall be of durable construction, good condition, properly labeled and suitable in every respect for storage and handling of contents. Each shipment shall be marked with the Purchasing Entity’s Purchase Order number and other information sufficient for the Purchasing Entity to properly identify the shipment as outlined in the Participating Addendum of the Purchasing Entity.

Inspection and Acceptance.

Where the Master Agreement, a Participating Addendum, or an Order does not otherwise specify a process for inspection and Acceptance, this section governs. This section is not intended to limit rights and remedies under the applicable commercial code.

Acceptance. Purchasing Entity shall determine whether all Products and Services delivered meet the Contractor's published 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 31st day after delivery of Product or completion of Services. Failure to reject upon receipt, however, does not relieve the Contractor of liability for latent or hidden material defects. Acceptance of such goods may be revoked in accordance with the provisions of the applicable commercial code, and the Contractor is liable for any resulting expense incurred by the Purchasing Entity related to the preparation and shipping of Product rejected and returned, or for which Acceptance is revoked. The warranty period shall begin upon Acceptance. If the parties agree to acceptance testing, the terms of subsection (c), below, apply.

Acceptance Testing. The Purchasing Entity and the Contractor shall determine if Acceptance Testing is applicable and required for the purchase. “Acceptance Testing” means the process for ascertaining that the Product meets the standard of performance prior to Acceptance by the Purchasing Entity.

The Acceptance Testing period shall be thirty (30) calendar days starting from the day after the Product is delivered or, if installed, the day after the Product is installed and Contractor certifies that the Product is ready for Acceptance Testing. If the Product does not meet the standard of performance during the initial period of Acceptance Testing, Purchasing Entity may, at its discretion, continue Acceptance Testing on a day-to-day basis until the standard of performance is met. Upon rejection, the Contractor will have fifteen (15) calendar days to cure the standard of performance issue(s). If after the cure period, the Product still has not met the standard of performance, the Purchasing Entity may, at its option: (a) declare Contractor to be in breach and terminate the Order; (b) demand replacement Product from Contractor at no additional cost to Purchasing Entity; or, (c) continue the cure period for an additional time period agreed upon by the Purchasing Entity and the Contractor.

No Product shall be deemed Accepted and no charges shall be paid until the standard of performance is met. Products that do not meet specifications may be rejected. Failure to reject upon receipt, however, does not relieve the Contractor of liability for material (nonconformity that substantially impairs value) latent or hidden defects subsequently revealed when goods are put to use. Acceptance of such goods may be revoked in accordance with the provisions of the applicable commercial code, and the Contractor is liable for any resulting expense incurred by the Purchasing Entity related to the preparation and shipping of Product rejected and returned, or for which Acceptance is revoked. The warranty period shall begin upon Acceptance.

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

Title of Product.

Definitions. For purposes of this section, the following terms are defined as follows:
“Deliverables” means any reports, analyses, scripts, code, or other work results that Contractor delivers to Purchasing Entity within the framework of fulfilling Contractor’s obligations to Purchasing Entity. "Equipment” means Contractor-branded hardware products. “Proprietary Rights” means all patents, copyrights, trademarks, trade secrets, and other intellectual property rights of a party.

Upon Acceptance by the Purchasing Entity, Contractor shall convey to Purchasing Entity title to the Equipment free and clear of all liens, encumbrances, or other security interests. Purchasing Entity’s rights to use the software delivered by Contractor are governed by the terms of the applicable end-user license agreement. Unless different terms have been agreed between the parties, the terms posted on www.dell.com/eula (the “EULA”) shall apply.

Contractor’s EULA must be made available to Purchasing Entities for review prior to negotiating a Participating Addendum or the issuance of an Order and shall meet or exceed the terms set forth in this Master Agreement.

Unless expressly otherwise agreed, microcode, firmware or operating system software required to enable the Equipment with which it is shipped to perform its basic or enhanced functions, is licensed for use solely on such Equipment.

Contractor grants Purchasing Entity a non-exclusive, non-transferable, irrevocable license to use (without the right to sublicense) the Deliverables provided by Contractor for Purchasing Entity’s internal business and governmental purposes, only and solely in accordance with the applicable service specification and subject to this Master Agreement. The grant of this license is subject to Purchasing Entity’s compliance with the terms of this Master Agreement and Purchasing Entity’s payment of applicable amounts due. Such license shall be perpetual unless granted pursuant to the purchase of a subscription, in which case the license shall be for the term of the subscription. Purchasing Entity may authorize its service providers to use the Deliverables, but solely on Purchasing Entity’s behalf, solely for Purchasing Entity’s internal business or governmental purposes, and Purchasing Entity shall be responsible for service provider’s compliance with these restrictions. This section shall not affect a Purchasing Entity’s right to transfer ownership of a product, and transfer, if permitted by Contractor or its licensors, licenses associated with such product, to another individual or entity as part of the Purchasing Entity’s surplus program or sale of used products to employees or former employees.

Contractor reserves for itself all Proprietary Rights that it has not expressly granted to Purchasing Entity herein.

The license granted in this clause 20(c) does not apply to: (i) Equipment; (ii) Contractor-branded generally available software; or (ii) items licensed or otherwise provided under a separate agreement. Contractor is not limited in developing, using, or marketing services or products that are similar to the Deliverables or Professional Services provided hereunder, any service, specification, or, subject to Contractor’s confidentiality obligations to Purchasing Entity, in using the Deliverables or performing similar Professional Services for any other projects. Notwithstanding the previous, Contractor’s use of Deliverables created specifically for and paid for by a Purchasing Entity is subject to Purchasing Entity approval.

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Any and all licensing, maintenance, cloud services, or order specific agreements referenced within the terms and conditions of this Master Agreement are agreed to only to the extent that the terms do not conflict with the terms of the Participating Addendum or the terms of the Master Agreement as incorporated into the Participating Addendum, and to the extent the terms are not in conflict with the Participating Entity’s applicable laws. In the event of a conflict in the terms and conditions, the conflict shall be resolved as detailed in the Order of Precedence defined herein. Notwithstanding the foregoing, licensing, maintenance, cloud services agreements, or order specific agreements may be further negotiated by the Contractor or, if applicable, the Licensor, and the potential Purchasing Entity, provided the contractual documents are duly executed in writing.

If (i) Contractor is or becomes aware of any infringement claim made against a third-party branded product offered by Contractor through this Master Agreement, (ii) the third-party branded product is determined to infringe upon the intellectual property rights of another third party, and (iii) such infringement is not remedied by the third party so that the product is no longer infringing, Contractor shall immediately cease offering the product under this Master Agreement and notify the Lead State, NASPO, Participating Entities, and purchasers of the product.

Warranty.

The Contractor must ensure warranty service and maintenance for all equipment, including third party products provided. The Contractor must facilitate the Manufacturer or Publisher warranty and maintenance of third party products furnished through the Master Agreement. The Contractor shall provide the warranty service and maintenance for equipment and all peripherals on the Master Agreement.

System Failure or Damage.

In the event of system failure or damage caused by the Contractor or its Product, the Contractor shall use reasonable efforts to restore or assist in restoring the system to operational capacity. The Contractor 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.

Payment.

Payment after Acceptance 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 Contractor may assess overdue account charges up to a maximum rate of one percent per month on the outstanding balance, unless a different late payment amount is specified in a Participating Addendum, Order, or otherwise prescribed by applicable law.

Payments will be remitted by mail or electronically. Payments may be made via a State or political subdivision “Purchasing Card” with no additional charge.

Prices are exclusive of taxes, duties, and fees, unless otherwise quoted. If a withholding tax is required by law, the tax will be added and identified on the applicable invoice. All applicable taxes, duties, and fees must be identified on the quote.

Leasing or Alternative Financing Methods.

Lease purchase and term leases are allowable only for Purchasing Entities whose rules and regulations permit leasing of software. Individual Purchasing Entities may enter into a lease agreement for the products covered in this Master Agreement, if they have the legal authority to enter into these types of agreements without going through a competitive process and if the applicable PAs permit leasing. No lease agreements will be reviewed or evaluated as part of the RFP evaluation process.

Contract Provisions for Orders Utilizing Federal Funds.

Pursuant to Appendix II to 2 Code of Federal Regulations (CFR) Part 200, Contract Provisions for Non-Federal Entity Contracts Under Federal Awards, Orders funded with federal funds may have additional contractual requirements or certifications that must be satisfied at the time the Order is placed or upon delivery. These federal requirements may be DocuSign Envelope ID: 22C62BA3-AFF9-40A4-8FA3-F4D018802CC5 DocuSign Envelope ID: F019BE07-AEF0-4A14-B979-8BB85953FE52 Redlands Regular Meeting of 09-02-25 270 of 1096

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proposed by Participating Entities in Participating Addenda and Purchasing Entities for incorporation in Orders placed under this Master Agreement.

Self Audit.

The Contractor must conduct at a minimum a quarterly self-audit, unless approved by the Lead State. The audit will sample a minimum of one tenth of one percent (.001) of orders with a maximum of 100 audits per quarter conducted.

For example: Up to 1,000 sales = 1 audit; 10,000 sales = 10 audits; Up to 100,000 sales = 100 audits. This will be a random sample of orders and invoices and must include documentation of pricing. Summary findings must be reported to Lead State with actions to correct documented findings.

Assignment/Subcontracts.

Contractor shall not assign, sell or otherwise transfer all or any part of this Master Agreement without prior written consent from the Lead State, such consent not to be unreasonably withheld.

The Lead State, or Participating Entity, shall not assign, delegate or otherwise transfer all or any part of this Master Agreement without prior written consent from Contractor, except for assignment or delegation to a Participating Entity State agency or eligible Purchasing Entity. The Lead State reserves the right to assign any rights or duties, including written assignment of contract administration duties to NASPO ValuePoint and other third parties.

Insurance.

Contractor shall, during the term of this Master Agreement, maintain in full force and effect, the insurance described in this section. Contractor shall acquire such insurance from an insurance carrier or carriers legally authorized to conduct business in the Lead State and in each Participating Entity’s state and having a rating of A-, Class VII or better, in the most recently published edition of A.M. Best’s Insurance 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.

Coverage shall be written on an occurrence basis. The minimum acceptable limits shall be as indicated below:

Commercial General Liability covering premises operations, independent contractors, products and completed operations, blanket contractual liability, personal injury (including death), advertising liability, and property damage, with a limit of not less than $1 million per occurrence/$2 million general aggregate; Contractor must comply with any applicable State Workers Compensation or Employers Liability Insurance requirements.

Contractor shall pay premiums on all insurance policies. Contractor will use reasonable efforts to give thirty (30) days prior written notice to State prior to cancellation or non-renewal of any of the policies providing such coverage; provided, however that Contractor shall not be obligated to provide such notice if, concurrently with such cancellation or non-renewal, Contractor obtains coverage from different insurer(s) meeting the requirements described herein.

Prior to commencement of performance, Contractor shall provide to the Participating Entity a certificate of insurance showing the Contractor’s general liability insurance policy or other documentary evidence acceptable to the Lead State that (1) names the Participating Entity as an additional insured, (2) provides that written notice of cancellation shall be delivered in accordance with the policy provisions, and (3) provides that the Contractor’s liability insurance policy shall be primary, with any liability insurance of any Participating Entity as secondary and noncontributory. Unless otherwise agreed in any Participating Addendum, other state Participating Entities’ rights DocuSign Envelope ID: 22C62BA3-AFF9-40A4-8FA3-F4D018802CC5 DocuSign Envelope ID: F019BE07-AEF0-4A14-B979-8BB85953FE52 Redlands Regular Meeting of 09-02-25 271 of 1096

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and Contractor’s obligations are the same as those specified in the first sentence of this subsection except the endorsement is provided to the applicable state.

During the term of this Master Agreement, Contractor shall upon request provide to the Lead State and Participating Entities evidence of coverage that meets the requirements of this Section and the applicable Participating Addendum. Failure to provide evidence of coverage, within thirty (30) calendar days of receipt of request may, at the sole option of the Lead State, or any Participating Entity, result in this Master Agreement’s termination or the termination of any Participating Addendum.

Coverage and limits shall not limit Contractor’s liability and obligations under this Master Agreement, any Participating Addendum, or any Purchase Order.

Administrative Fees.

The Contractor shall pay to NASPO ValuePoint, or its assignee, a NASPO ValuePoint Administrative Fee of onequarter of one percent (0.25% or 0.0025) no later than sixty (60) days following the end of each calendar quarter.

The NASPO ValuePoint Administrative Fee shall be submitted quarterly and is based on all sales of products and services under the Master Agreement (less any charges for taxes or shipping). The NASPO ValuePoint Administrative Fee is not negotiable.

The NASPO ValuePoint Administrative Fee in this section shall be based on the gross amount of all sales (less any charges for taxes or shipping) at the adjusted prices (if any) in Participating Addenda.

Additionally, some states may require an additional fee be paid directly to the state only on purchases made by Purchasing Entities within that state. For all such requests, the fee level, payment method and schedule for such reports and payments will be incorporated into the Participating Addendum that is made a part of the Master Agreement. The Purchasing Entity may allow the Contractor to adjust the Master Agreement pricing to account for these additional fees for purchases made by Purchasing Entities within the jurisdiction of the Participating Entity. All such agreements shall not affect the NASPO ValuePoint Administrative Fee percentage or the prices paid by the Purchasing Entities outside the jurisdiction of the state requesting the additional fee.

NASPO ValuePoint Reports
Sales Data Reporting. In accordance with this section, Contractor shall report to NASPO ValuePoint all Orders under this Master Agreement for which Contractor has invoiced the ordering entity or individual, including Orders invoiced to Participating Entity or Purchasing Entity employees for personal use if such use is permitted by this Master Agreement and the applicable Participating Addendum (“Sales Data”). Timely and complete reporting of Sales Data is a material requirement of this Master Agreement. Reporting requirements, including those related to the format, contents, frequency, or delivery of reports, may be updated by NASPO ValuePoint with reasonable notice to Contractor and without amendment to this Master Agreement. NASPO ValuePoint shall have exclusive ownership of any media on which reports are submitted and shall have a perpetual, irrevocable, non-exclusive, royalty free, and transferable right to display, modify, copy, and otherwise use reports, data, and information provided under this section.

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

Detailed Sales Data. “Detailed Sales Data” is Sales Data that includes for each Order all information required by the Solicitation or by NASPO ValuePoint, including customer information, Order information, and line-item details.

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Contractor shall, using the reporting tool or template provided by NASPO ValuePoint, report Detailed Sales Data to NASPO ValuePoint for each calendar quarter no later than thirty (30) days following the end of the quarter. Detailed Sales Data shall be reported in the format provided in the Solicitation or provided by NASPO ValuePoint. The total sales volume of reported Detailed Sales Data shall be consistent with the total sales volume of reported Summary Sales Data.

Sales Data Crosswalks. Reserved.

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

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

Contractor agrees to work cooperatively with NASPO ValuePoint personnel. Contractor agrees to present plans to NASPO ValuePoint for the education of Contractor’s contract administrator(s) and sales/marketing workforce regarding the Master Agreement contract, including the competitive nature of NASPO ValuePoint procurements, the Master agreement and participating addendum process, and the manner in which qualifying entities can participate in the Master Agreement.

Contractor agrees, as Participating Addendums become executed, if requested by ValuePoint personnel to provide plans to launch the program within the Participating Entity. Plans will include time frames to launch the agreement and confirmation that the Contractor’s website has been updated to properly reflect the contract offer as available in the Participating Entity.

Contractor agrees, absent anything to the contrary outlined in a Participating Addendum, to consider customer proposed terms and conditions, as deemed important to the customer, for possible inclusion into the customer agreement. Contractor will ensure that their sales force is aware of this contracting option.

Contractor agrees to participate in an annual contract performance review at a location selected by the Lead State and NASPO ValuePoint, which may include a discussion of marketing action plans, target strategies, marketing materials, as well as Contractor reporting and timeliness of payment of administration fees.

Contractor acknowledges that the NASPO ValuePoint logos may not be used by Contractor in sales and marketing until a logo use agreement is executed with NASPO ValuePoint.

The Lead State expects to evaluate the utilization of the Master Agreement at the annual performance review.

Lead State may, in its discretion, cancel the Master Agreement pursuant to Paragraph 42 of Exhibit A, or not exercise an option to renew, when Contractor utilization does not warrant further administration of the Master Agreement.

The Lead State may exercise its right to not renew the Master Agreement if contractor fails to record or report revenue for three consecutive quarters, upon 60-calendar day written notice to the Contractor. Cancellation based on nonuse or under-utilization will not occur sooner than two years after award of the Master Agreement. This subsection does not limit the discretionary right of either the Lead State or Contractor to cancel the Master Agreement pursuant to Paragraph 42 of Exhibit A or to terminate for default pursuant to Paragraph 44 of Exhibit A.

Contractor agrees to notify the Lead State and NASPO ValuePoint of any contractual most-favored-customer provisions in any Cooperative Purchasing Agreements that may affect the promotion of this Master Agreements or whose terms provide for adjustments to future rates or pricing based on rates, pricing in, or Orders from this master agreement. Upon request of the Lead State or NASPO ValuePoint, Contractor shall provide a copy of any such provisions. For the purposes of this paragraph, Cooperative Purchasing Agreement shall mean a cooperative DocuSign Envelope ID: 22C62BA3-AFF9-40A4-8FA3-F4D018802CC5 DocuSign Envelope ID: F019BE07-AEF0-4A14-B979-8BB85953FE52 Redlands Regular Meeting of 09-02-25 273 of 1096

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purchasing program facilitating public procurement solicitations and agreements using a lead agency model. This does not include contracts with any federal agency or any federal contract.

Right to Publish.

Throughout the duration of this Master Agreement, Contractor must secure from the Lead State prior approval for the public release of information that pertains to the potential work or activities covered by the Master Agreement. This limitation does not preclude publication about the award of the Master Agreement or marketing activities consistent with any proposed and accepted marketing plan. The Contractor shall not make any representations of NASPO ValuePoint’s opinion or position as to the quality or effectiveness of the services that are the subject of this Master Agreement without prior written consent. Failure to adhere to this requirement may result in termination of the Master Agreement for cause.

Records Administration and Audit.

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 transcribe Contractor's books, documents, papers and records directly pertinent to this Master Agreement or orders placed by a Purchasing Entity under it for the purpose of making audits, examinations, excerpts, and transcriptions.

This right shall survive for a period of six (6) years following termination of this Agreement or final payment for any order placed by a Purchasing Entity against this Agreement, whichever is later, or such longer period as is required by the Purchasing Entity’s state statutes, 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 any overpayments inconsistent with the terms of the Master Agreement or Orders or underpayment of fees found as a result of the examination of the Contractor’s records.

The rights and obligations herein exist in addition to any quality assurance obligation in the Master Agreement requiring the Contractor to self-audit contract obligations and that permits the Lead State to review compliance with those obligations.

Indemnification
General Indemnity. Contractor shall indemnify, defend (to the extent permitted by a state’s Attorney General), and hold harmless an Indemnified Party from any claims or causes of action, including attorney’s fees, to the extent arising from Contractor’s intentional, willful, or negligent acts or omissions; actions that give rise to strict liability; and actions arising from breach of contract or warranty. “Indemnified Party” means NASPO, NASPO ValuePoint, the Lead State, Participating Entities, and Purchasing Entities, along with their officers and employees.

The indemnification obligations of this section do not apply in the event the claim or cause of action is the result of the Indemnified Party’s sole negligence. This clause will not be construed to bar any legal remedies the Contractor may have for the Indemnified Party’s failure to fulfill its obligation under this Contract.

Intellectual Property Indemnification.

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In the event of any such claim by any third party against the Indemnified Party that Products, Software, Services or Deliverables prepared, produced, or branded by Contractor and delivered pursuant to this Master Agreement infringe or misappropriate that third party's U.S. patent, copyright, trade secret, or other intellectual property rights ("Indemnified Claims"), the Indemnified Party shall promptly notify the Contractor. The Contractor, at its own expense, shall indemnify, defend to the extent permitted by the Indemnified Party’s laws, and hold harmless the Indemnified Party 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 Indemnified Party.

If Contractor receives prompt notice of such a claim that in the Contractor's opinion is likely to result in an adverse ruling, the Contractor shall at its option (1) obtain a right for the Indemnified Party to continue using such Products, Deliverables, or Software or allow Contractor to continue performing the Services; (2) modify such Products, Software, Services, or Deliverables to make them non-infringing without materially affecting their utility or functionality; (3) replace such Products, Software, Services, or Deliverables with a non-infringing equivalent; or (4) refund any pre-paid fees for the allegedly infringing Services that have not been performed or provide a reasonable depreciated or pro rata refund for the allegedly infringing Product, Deliverables, or Software.

Notwithstanding the foregoing, Contractor shall have no obligation under this Section for any claim resulting or arising from (1) modifications of the Products, Software, Services, or Deliverables that were not performed by, on behalf of, or at the direction of Contractor; (2) the combination, operation, or use of the Products, Software, Services, or Deliverables in connection with a third-party product, software or service (the combination of which causes the claimed infringement); or (3) Contractor's compliance with Indemnified Party’s written specifications or directions, including the incorporation of any software or other materials or processes provided by or requested by Indemnified Party. Contractor's duty to indemnify and defend under this Section is contingent upon: (a) Contractor receiving prompt written notice of the third-party claim or action for which Contractor must indemnify Indemnified Party, (b) Contractor having the right to solely control the defense and resolution of such claim or action, unless the Indemnified Party’s law requires approval for a third party to defend the Indemnified Party and such approval is not received, and (c) Indemnified Party’s cooperation with Contractor in defending and resolving such claim or action. This Section states Indemnified Party’s exclusive remedies for any third-party intellectual property claim or action and nothing in this Master Agreement or elsewhere will obligate Contractor to provide any greater indemnity to Indemnified Party.

Limitations of Liability
The Parties agree that neither Contractor nor the indemnified party shall be liable to each other, regardless of the form of action, for consequential, incidental, indirect, or special damages except any claim related to bodily injury or death; an unauthorized release or breach of not public data as set forth more fully in Minn. Ch. 13; or a claim or demand based on patent, copyright, or other intellectual property infringement.

Contractor’s liability is limited to 2 times the amount paid by Purchasing Entity to Contractor during the 12 months preceding the date of the dispute concerning any products and services, or $5,000,000, whichever is greater. This limit on liability does not apply to claims for bodily injury or death or for intellectual property infringement.

Contractor’s obligations under this section shall not extend to any combination of the Product with any other product, system or method, unless the Product, system or method is:
provided by the Contractor or the Contractor’s subsidiaries or affiliates; specified by the Contractor to work with the Product; or DocuSign Envelope ID: 22C62BA3-AFF9-40A4-8FA3-F4D018802CC5 DocuSign Envelope ID: F019BE07-AEF0-4A14-B979-8BB85953FE52 Redlands Regular Meeting of 09-02-25 275 of 1096

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reasonably required, in order to use the Product in its intended manner, and the infringement could not have been avoided by substituting another reasonably available product, system or method capable of performing the same function; or
It would be reasonably expected to use the Product in combination with such product, system or method.

License of Pre-Existing Intellectual Property.

Intentionally deleted.

Assignment of Antitrust Rights.

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

Debarment.

The Contractor certifies that neither it nor its principals are presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in this transaction (contract) by any governmental department or agency. This certification represents a recurring certification made at the time any Order is placed under this Master Agreement. If the Contractor cannot certify this statement, attach a written explanation for review by the Lead State.

Governing Law and Venue.

The construction and effect of the Master Agreement after award shall be governed by the law of the state serving as Lead State. The construction and effect of any Participating Addendum or Order against the Master Agreement shall be governed by and construed in accordance with the laws of the Participating Entity’s or Purchasing Entity’s State.

Venue for any claim, dispute or action concerning the terms of the Master Agreement shall be in the state serving as Lead State. Venue for any claim, dispute, or action concerning any Order placed against the Master Agreement or the effect of a Participating Addendum shall be in the Purchasing Entity’s State.

If a claim is brought in a federal forum, then it must be brought and adjudicated solely and exclusively within the United States District Court for (in decreasing order of priority): the Lead State for claims relating to contract performance or administration if the Lead State is a party; a Participating State if a named party; the state where the Participating Entity or Purchasing Entity is located if either is a named party.

Confidentiality, Non-Disclosure, and Injunctive Relief.

Confidentiality. Contractor acknowledges that it and its employees or agents may, in the course of providing a Product under this Master Agreement, be exposed to or acquire information that is confidential to Purchasing Entity or Purchasing Entity’s clients.

Any and all information of any form that is marked as confidential by one party (the “originating party”) and is or would by its nature be deemed confidential obtained by the other party or its employees or agents (the “receiving party”) in the performance of this Master Agreement, including, but not necessarily limited to (1) any Purchasing Entity’s records, (2) personnel records, and (3) information concerning individuals, is confidential information of the originating party (“Confidential Information”).

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Any reports or other documents or items (including software) that result from the use of the Confidential Information by the receiving party shall be treated in the same manner as the Confidential Information.

Confidential Information does not include information that (1) is or becomes (other than by disclosure by the receiving party) publicly known; (2) is furnished by the originating party to others without restrictions similar to those imposed by this Master Agreement; (3) is rightfully in the receiving party’s possession without the obligation of nondisclosure prior to the time of its disclosure under this Master Agreement; (4) is obtained from a source other than the originating party without the obligation of confidentiality, (5) is disclosed with the written consent of the originating party or; (6) is independently developed by employees, agents or subcontractors of the receiving party who can be shown to have had no access to the Confidential Information.

Non-Disclosure. The receiving party shall hold Confidential Information in confidence, using at least the industry standard of confidentiality, and shall not copy, reproduce, sell, assign, license, market, transfer or otherwise dispose of, give, or disclose Confidential Information to third parties or use Confidential Information for any purposes whatsoever other than what is necessary to the performance of Orders placed under this Master Agreement.

Each party shall advise each of its employees and agents of their obligations to keep Confidential Information confidential. Contractor shall use commercially reasonable efforts to assist Purchasing Entity in identifying and preventing any unauthorized use or disclosure of any Confidential Information.

Without limiting the generality of the foregoing, the receiving party shall advise the originating party, and the applicable Participating Entity, and the Lead State if the originating party is a Purchasing Entity, and the Lead State if the originating party is a Participating Entity, immediately if the receiving party learns or has reason to believe that any person who has had access to Confidential Information has violated or intends to violate the terms of this Master Agreement, and the receiving party shall at its expense cooperate with advise the originating party in seeking injunctive or other equitable relief in the name of either party against any such person.

Except as directed by the originating party, the receiving party 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 the originating party’s request, the receiving party shall turn over to the originating party all documents, papers, and other matter in the receiving party’s possession that embody Confidential Information.

Notwithstanding the foregoing, Contractor may keep one copy of such Confidential Information necessary for quality assurance, audits and evidence of the performance of this Master Agreement, and Purchasing Entity may retain Confidential Information to the extent and for the duration required by applicable law.

Injunctive Relief. Each party acknowledges that the other party’s breach of this section, including disclosure of any Confidential Information, will cause irreparable injury to originating party that is inadequately compensable in damages. Accordingly, the originating party may seek and obtain injunctive relief against the breach or threatened breach of the foregoing undertakings, in addition to any other legal remedies that may be available. Contractor acknowledges and agrees that the covenants contained herein are necessary for the protection of the legitimate business interests of Purchasing Entity and are reasonable in scope and content.

Purchasing Entity Law. These provisions shall be applicable only to extent they are not in conflict with the applicable public disclosure laws of any Purchasing Entity.

The rights granted Purchasing Entities and Contractor obligations under this section shall also extend to the cooperative’s Confidential Information, defined to include Participating Addenda, as well as Orders or transaction data relating to Orders under this Master Agreement that identify the entity/customer, Order dates, line item DocuSign Envelope ID: 22C62BA3-AFF9-40A4-8FA3-F4D018802CC5 DocuSign Envelope ID: F019BE07-AEF0-4A14-B979-8BB85953FE52 Redlands Regular Meeting of 09-02-25 277 of 1096

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descriptions and volumes, and prices/rates. This provision does not apply to disclosure to the Lead State, a Participating State, or any governmental entity exercising an audit, inspection, or examination pursuant to Paragraph 33 of Exhibit A. To the extent permitted by law, Contractor shall notify the Lead State of the identity of any entity seeking access to the Confidential Information described in this subsection.

Public Information.

This Master Agreement and all related documents are subject to disclosure pursuant to the Lead State’s public information laws.

Cancellation.

Unless otherwise set forth in this Master Agreement, this Master Agreement may be canceled by either party upon 60 days written notice prior to the effective date of the cancellation. Further, any Participating Entity may cancel its participation upon 30 days written notice, unless otherwise stated in the 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 Purchasing Entity to indemnification by the Contractor, rights of payment for Products delivered and accepted, rights attending any warranty or default in performance in association with any Order, and requirements for records administration and audit. Cancellation of the Master Agreement due to Contractor default may be immediate as set forth in Paragraph 44 of Exhibit A.

Force Majeure.

Neither party to this Master Agreement shall be held responsible for delay or default caused by fire, riot, unusually severe weather, other acts of God, or war which are beyond that party’s reasonable control. The Lead State may terminate this Master Agreement after determining such delay or default will reasonably prevent successful performance of the Master Agreement.

Defaults and Remedies.

The occurrence of any of the following events shall be an event of default under this Master Agreement:

Nonperformance of contractual requirements; or
A material breach of this Master Agreement; or
Any certification, representation or warranty by Contractor in response to the RFP or in this Master Agreement that proves to be untrue or materially misleading; or Institution of proceedings under any bankruptcy, insolvency, court-ordered reorganization or similar law, by or against Contractor, or the appointment of a receiver or similar officer for Contractor or any of its property, which is not vacated or fully stayed within thirty (30) calendar days after the institution or occurrence thereof; or
Any default specified in another section of this Master Agreement.

Upon the occurrence of an event of default, except for material breach, the 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 Contractor shall have an opportunity to cure the default. The Lead State shall not be required to provide advance written notice or a cure period and may immediately terminate this Master Agreement in whole or in part if the Lead State, in its sole discretion, determines that it is reasonably necessary to preserve public safety or prevent immediate public crisis. Time allowed for cure shall not diminish or eliminate Contractor’s liability for damages, including liquidated damages to the extent provided for under this Master Agreement. The Lead State may immediately terminate this Master Agreement upon material breach of the Master Agreement by Contractor.

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If Contractor is afforded an opportunity to cure and fails to cure the default within the period specified in the written notice of default, Contractor shall be in breach of its obligations under this Master Agreement and the Lead State shall have the right to exercise any or all of the following remedies:

Exercise any remedy provided by law; and
Terminate this Master Agreement and any related contracts or portions thereof; and Impose liquidated damages as provided in this Master Agreement; and Suspend Contractor from being able to respond to future bid solicitations; and Suspend Contractor’s performance; and
Withhold payment until the default is remedied.

Unless otherwise specified in the Participating Addendum, in the event of a default under a Participating Addendum, a Participating Entity shall provide a written notice of default as described in this section and shall have all of the rights and remedies under this paragraph regarding its participation in the Master Agreement, 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.

Waiver of Breach.

Failure of the Lead State, 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, Participating Entity, or Purchasing Entity must be in writing. Waiver by the Lead State or Participating Entity of any default, right or remedy under this Master Agreement or Participating Addendum, or by Purchasing Entity with respect to any Purchase Order, or breach of any terms or requirements of this Master Agreement, a Participating Addendum, or Purchase Order 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, Participating Addendum, or Purchase Order.

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 or electronic 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:

Elizabeth Randa, Acquisition Management Specialist
112 Administration Bldg.
50 Sherburne Avenue
St. Paul, MN 55155
[email protected]
No Waiver of Sovereign Immunity.

In no event shall this Master Agreement, any Participating Addendum or any contract or any Purchase Order issued thereunder, or any act of the Lead State, a Participating Entity, or a Purchasing Entity be a waiver of any form of defense DocuSign Envelope ID: 22C62BA3-AFF9-40A4-8FA3-F4D018802CC5 DocuSign Envelope ID: F019BE07-AEF0-4A14-B979-8BB85953FE52 Redlands Regular Meeting of 09-02-25 279 of 1096

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or immunity, whether sovereign immunity, governmental immunity, immunity based on the Eleventh Amendment to the Constitution of the United States or otherwise, from any claim or from the jurisdiction of any court.

This section applies to a claim brought against the Participating Entities who are states only to the extent Congress has appropriately abrogated the state’s sovereign immunity and is not consent by the state to be sued in federal court. This section is also not a waiver by the state of any form of immunity, including but not limited to sovereign immunity and immunity based on the Eleventh Amendment to the Constitution of the United States.

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Exhibit B: Minnesota Terms and Conditions
Change Requests.

The Lead State reserves the right to request, during the term of the Master Agreement, changes to the products offered within the Band(s). Products introduced during the term of the Master Agreement shall go through a formal review process. The process for updating the products offered within a Band is outlined in Paragraph 2 of Exhibit B. The Contractor shall evaluate and recommend products for which agencies have an expressed need. The Lead State shall require the Contractor 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 established Contractor 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 State will negotiate the inclusion of the products and services with the Contractor. No products or services will be added to the Master Agreement without the Lead State’s prior approval.

Product and Service Schedule (PSS).

Creating the Product and Service Schedule (PSS). Contractor will use the attached sample PSS to create and maintain a complete listing of all products and services offered under the Master Agreement. The PSS must conform to the contracted minimum discounts. Contractor may create and maintain a separate PSS for a Participating Entity based on the requirements and restrictions of the Participating Entity.

Contractors are encouraged to provide remote learning bundles for K-12 Education. These bundles can be included in the response to the PSS.

Maintaining the PSS.

In General. Throughout the term of the Master Agreement, on a quarterly basis, Contractor may update the PSS to make model changes, add new products or services, or remove obsolete or discontinued products or services. Any updates to the PSS must conform to the Master Agreement requirements, including the scope of the Master Agreement and contracted minimum discounts.

Process. Contractor must provide notification to the Lead State of any changes to their PSS using the attached Action Request Form (ARF).
a) The Lead State does not need to approve Contractor’s request to make model changes, add their own manufactured products, or remove discontinued or obsolete products or services, and Contractor does not need the Lead State’s approval prior to posting an updated PSS. b) The Lead State must approve Contractor’s request to add new third party manufacturers to Contractor’s PSS. If the proposed third-party manufacturer holds a NASPO Master Agreement for Computer Equipment, Contractor must obtain written authorization from that manufacturer. Contractor must have the Lead State’s approval prior to posting the updated PSS.
c) Contractor must maintain a historic record of all past PSSs on their dedicated NASPO ValuePoint website.

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d) Pursuant to the audit provisions of the Master Agreement, upon the request of NASPO ValuePoint, the Lead State, or a Participating Entity, Contractor must provide an historic version of any Baseline Price List.

Purchase Orders.

There will be no minimum order requirements or charges to process an individual purchase order. The Participating Addendum 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.

Risk of Loss or Damage.

The Purchasing Entity is relieved of all risks of loss or damage to the goods or equipment during periods of transportation, and installation by the Contractor and in the possession of the Contractor or their authorized agent.

Payment Card Industry Data Security Standard and Cardholder Information Security.

Contractor 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, Contractor’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 Contractor’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. Contractor 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 Purchasing Entity shall be provided with full cooperation and access to conduct a thorough security review of Contractor’s operations, systems, records, procedures, rules, and practices in the event of a security intrusion in order to validate compliance with PCIDSS.

Foreign Outsourcing of Work.

Upon request, the Contractor is required to provide information regarding the location of where services, data storage, and location of data processing under the Master Agreement will be performed.

State Audits (Minn. Stat. § 16C.05, subd. 5).

The books, records, documents, and accounting procedures and practices of the Contractor or other party, that are relevant to the Master Agreement or transaction are subject to examination by the contracting agency and either the Lead State’s Legislative Auditor or State Auditor as appropriate for a minimum of six years after the end of the Master Agreement or transaction. The Lead State reserves the right to authorize delegate(s) to audit this Master Agreement and transactions.

Certification of Nondiscrimination (in accordance with Minn. Stat. § 16C.053).

If the value of this Contract, including all extensions, is $50,000 or more, Contractor certifies it does not engage in and has no present plans to engage in discrimination against Israel, or against persons or entities doing business in Israel, when making decisions related to the operation of the contractor's business. For purposes of this section, "discrimination" includes but is not limited to engaging in refusals to deal, terminating business activities, or other actions that are intended to limit commercial relations with Israel, or persons or entities doing business in Israel, when such actions are taken in a manner that in any way discriminates on the basis of nationality or national origin and is not based on a valid business reason.

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Human Rights/Affirmative Action.

The Lead State requires affirmative action compliance by its Contractors in accordance with Minn. Stat. § 363A.36 and Minn. R. 5000.3400 to 5000.3600.

Covered Contracts and Contractors. If the Contract exceeds $100,000 and the Contractor 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, then the Contractor must comply with the requirements of Minn. Stat. § 363A.36 and Minn. R. 5000.3400-5000.3600.

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 contractor’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.

Disabled Workers. Minn. R. 5000.3550 provides the Contractor must comply with the following affirmative action requirements for disabled workers.

AFFIRMATIVE ACTION FOR DISABLED WORKERS
(a) The Contractor 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 Contractor 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 Contractor 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 Contractor’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 Contractor 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 Contractor’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 Contractor must notify each labor union or representative of workers with which it has a collective bargaining agreement or other contract understanding, that the Contractor 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.

Consequences. The consequences of a Contractor’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 by DocuSign Envelope ID: 22C62BA3-AFF9-40A4-8FA3-F4D018802CC5 DocuSign Envelope ID: F019BE07-AEF0-4A14-B979-8BB85953FE52 Redlands Regular Meeting of 09-02-25 283 of 1096

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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.

Certification. The Contractor 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.

Equal Pay Certification.

If required by Minn. Stat. §363A.44, the Contractor must have a current Equal Pay Certificate prior to Contract execution. If Contractor's Equal Pay Certificate expires during the term of this Contract, Contractor must promptly reapply for an Equal Pay Certificate with the Minnesota Department of Human Rights and notify the State's Authorized Representative once the Contractor has received the renewed Equal Pay Certificate. If Contractor claims to be exempt, the Lead State may require Contractor to verify its exempt status.

Americans with Disabilities Act (ADA).

Products provided under the Master Agreement must comply with the requirements of the Americans with Disabilities Act (ADA). The Contractor’s catalog and other marketing materials utilized to offer products under the Master Agreement must state when a product is not in compliance. If any descriptive marketing materials are silent as to these requirements, the Contractor agrees that the customer can assume the product meets or exceeds the ADA requirements.

Nonvisual Access Standards.

Pursuant to Minn. Stat. § 16C.145, the Contractor shall comply with the following nonvisual technology access standards:

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; 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; That nonvisual access technology must be integrated into networks used to share communications among employees, program participants, and the public; and
That the nonvisual access technology must 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.

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.

Accessibility Standards.

Contractor acknowledges and is fully aware that the Lead State (Executive branch state agencies) has developed IT Accessibility Standard effective September 1, 2010. The standard entails, in part, the Web Content Accessibility Guidelines (WCAG) and Section 508 which can be viewed at: https://mn.gov/mnit/government/policies/accessibility/.

The Standards apply to web sites, software applications, electronic reports and output documentation, training delivered in electronic formats (including, but not limited to, documents, videos, and webinars), among others. As upgrades are made to the software, products, or subscriptions available through this Contract, the Contractor agrees to DocuSign Envelope ID: 22C62BA3-AFF9-40A4-8FA3-F4D018802CC5 DocuSign Envelope ID: F019BE07-AEF0-4A14-B979-8BB85953FE52 Redlands Regular Meeting of 09-02-25 284 of 1096

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develop functionality which supports accessibility. If any issues arise due to nonconformance with the above-mentioned accessibility Standards, the Contractor agrees to provide alternative solutions upon request at no additional charge to the State.

When updates or upgrades are made to the products or services available through this Contract, the Contractor agrees to document how the changes will impact or improve the product’s or service’s accessibility and usability. This documentation, upon request, must be provided to the Lead State in advance of the change, occurring within an agreed upon timeframe sufficient for the state to review the changes and either approve them or request a remediation plan from the Contractor. Contractor warrants that its Products comply with the above-mentioned accessibility Standards and agrees to indemnify, defend, and hold harmless the Lead State against any claims related to non-compliance of Contractor’s Product with the above-mentioned accessibility Standards. If agreed-upon updates fail to improve the product or service’s accessibility or usability as planned, the failure to comply with this requirement may be cause for contract cancellation or for the Lead State to consider the Contractor in default.

Conflict Minerals.

Contractor agrees to provide information upon request regarding adherence to the Conflict Minerals section of the Dodd-Frank Wall Street Reform and Consumer Protection Act (Section 1502).

See: http://beta.congress.gov/111/bills/hr4173/111hr4173enr.pdf#page=838 http://www.sec.gov/news/press/2012/2012-163.htm
Hazardous Substances.

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

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, including but not limited to photocopying, State Intranet/Internet 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 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.

Publicity.

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

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.

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Organizational Conflicts of Interest.

An organizational conflict of interest exists when, because of existing or planned activities or because of relationships with other persons:
the Contractor is unable or potentially unable to render impartial assistance or advice to the State; the Contractor’s objectivity in performing the work is or might be otherwise impaired; or the Contractor has an unfair competitive advantage.

The Contractor 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 Lead State’s Department of Administration’s Office of State Procurement that shall include a description of the action the Contractor has taken or proposes to take to avoid or mitigate such conflicts. If an organizational conflict of interest is determined to exist, the Lead State may, at its discretion, cancel the Master Agreement. In the event the Contractor 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 Lead 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,” “Contractor,” “Master Agreement”, “Master Agreement Administrator” and “Contract Administrator” modified appropriately to preserve the State’s rights.

Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion Certification regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion – Lower Tier Covered Transactions. Instructions for certification:

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

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 remedies available to the federal government, the department or agency with which this transaction originated may pursue available remedies, including suspension and debarment.

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.

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.

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.

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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.

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.

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.

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 debarment.

Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion – Lower Tier Covered Transactions.

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.

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.

Government Data Practices.

The Contractor 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 Contractor and all data provided to the Lead State by the Contractor. In addition, the Minnesota Government Data Practices Act applies to all data created, collected, received, stored, used, maintained, or disseminated by the Contractor in accordance with the Master Agreement that is private, nonpublic, 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 Contractor receives a request to release the data referred to in this article, the Contractor must immediately notify the Lead State. The Lead State will give the Contractor 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 Contractor or the Lead State.

The Contractor agrees to indemnify, save, and hold the Lead State, 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 DocuSign Envelope ID: 22C62BA3-AFF9-40A4-8FA3-F4D018802CC5 DocuSign Envelope ID: F019BE07-AEF0-4A14-B979-8BB85953FE52 Redlands Regular Meeting of 09-02-25 287 of 1096

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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 Contractor subcontracts any or all of the work to be performed under the Master Agreement, the Contractor shall retain responsibility under the terms of this article for such work.

Survivability.

Certain rights and duties of the Lead State and Contractor will survive the expiration or cancellation of the RFP and resulting Master Agreement. These rights and duties include but are not limited to paragraphs: Indemnification; Limitations of Liability; State Audits; Government Data Practices; Governing Law and Venue; Publicity; and Administrative Fees.

Severability.

If any provision of the Master Agreement, including items incorporated by reference, is found to be illegal, unenforceable, or void, then both the Lead State and the Contractor 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.

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Exhibit C: Requirements
Contractor Verification.

Contractor must be a manufacturer of a Product in the Band(s) it is awarded a Master Agreement. “Re-branding” a product that is manufactured by another company does not meet this requirement. If the Contractor ceases production, sells or assigns their manufacturing to another vendor, or otherwise no longer manufactures a product during the life of the Master Agreement the Lead State reserves the right to terminate the Contractor’s Master Agreement.

Warranty and Maintenance.

Contractor must ensure warranty service and maintenance for all equipment, including third party products provided.

The Contractor must facilitate the Manufacturer or Publisher warranty and maintenance of third party products furnished through the Master Agreement. The Contractor shall provide the warranty service and maintenance for equipment and all peripherals on the Master Agreement.

Website.

Contractor must develop and maintain a URL to a web site specific to the awarded Master Agreement. Contractor’s Master Agreement website must offer twenty-four (24) hours per day, seven (7) days per week availability, except for regularly scheduled maintenance times. The website must be separate from the Contractor’s commercially available (i.e., public) on-line catalog and ordering systems. No other items or pricing may be shown on the website without written approval from the Lead State
Mandatory Specifications:
• Designated Baseline Price List(s) (e.g., MSRP, List, or Education) • Product and Service Schedule (PSS)
• Product specifications, pricing, and configuration aids for the major product categories proposed that can be used to obtain an on-line quote,
• Service options and service agreements available on the contract. Please refer to Paragraph 5. • Contact information for order placement, service concerns (warranty and maintenance), problem reporting, and billing concerns
• Sales representatives for participating entities
• Links to environmental certification, including but not limited to take-back/recycling programs, EPEAT, Energy Star, etc.

Desirable Specifications:
• Purchase order tracking
• Information on accessibility and accessible products
• Signed Master Agreement
• Online ordering capability with the ability to remember multiple ship to locations (if applicable to product) • List of approved partners, if applicable
Within 30 calendar days of the notice of intent to award a Master Agreement, Contractor must provide a sample URL of the Master Agreement webpage 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 Contractor will have 15 calendar days to provide revisions to the Lead State. After the Lead State approves the website, Contractor may not make material changes to the website without notifying the Lead State through the ARF process and receiving written approval of the changes.

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Environmental Certifications.

Contractor must include environmental or supply chain responsibility certifications and registrations for products sold through this Contract on their website. Contractor must provide these certifications and registrations for specific products to Participating Entities upon request.

EPEAT Registration.

Contractor agrees that applicable products offered that have EPEAT Standards provided under the Master Agreement must have achieved a minimum EPEAT Bronze registration. This requirement does not apply to Band 3.

Contractor may propose the addition of a product that has not yet achieved a minimum EPEAT Bronze registration. The Lead State, in its sole discretion may require Contractor to provide the following documentation to support the addition of the proposed product:
• A letter from the Green Electronics Council (GEC) on GEC’s letterhead confirming that the verification process is underway; or
• A copy of Contractor’s GEC contract, Conformity Assurance Board (CAB) contract, and a letter from Contractor’s CAB stating that the relevant product has been registered with the CAB and that verification is underway.

The Lead State reserves the right to reject the inclusion of such product, or if approved, require Contractor to remove the product at a later date if the product does not achieve a minimum EPEAT Bronze registration. The Contractor must remove any products that subsequently exit the verification process without achieving EPEAT Bronze or greater from the Master Agreement.

Third-Party Products.

Some products offered may be manufactured by a third party. Contractor, however, must provide or facilitate the warranty service and maintenance for all Third-Party Products on the Master Agreement either directly or pass-through from the manufacturer. Contractor may not offer products manufactured by another Contractor holding a Minnesota NASPO ValuePoint Master Agreement for Computer Equipment without approval from the Lead State. Warranty for third-party products must be provided by the Contractor. Warranty documents for products manufactured by a third party are preferred to be delivered to the Participating Entity with the products. Contractor can only offer Third-Party Products in a Band they have been awarded.

Third-Party Products are intended to enhance or supplement a Contractor’s own product line, and are not intended to represent more than a third of Contractor’s total sales under this Master Agreement. The Lead State may limit the sale of Third-Party Products through the Master Agreement during the life of the Master Agreement should Third-Party Product sales be determined to consistently exceed one third of the total sales under this Master Agreement. Such limitation may take the form of any action the Lead State so chooses, up to and including non-renewal or cancellation of the Master Agreement.

Partner Utilization.

If utilizing partners, the Contractor is responsible for the partners providing products and services, as well as warranty service and maintenance for equipment the partner provides. Participating Entities have the option of utilizing partners.

Contractor must provide a Participating Entity a copy of its plan for partner utilization upon request. Contractor must make available a list of approved partners for each Participating Entity. Participating Entities must approve specific Partners as outlined within the relevant Participating Addendum, and only partners approved by the Participating Entity may be deployed. The Participating Entity will define the process to add and remove partners in their Participating Addendum.
2019 National Defense Authorization Act, Section 889(f)(3).

Under the 2019 National Defense Authorization Act, Section 889(f)(3), the US military is prohibited from purchasing video surveillance and telecommunications equipment from certain Chinese-owned technology firms. While US state are DocuSign Envelope ID: 22C62BA3-AFF9-40A4-8FA3-F4D018802CC5 DocuSign Envelope ID: F019BE07-AEF0-4A14-B979-8BB85953FE52 Redlands Regular Meeting of 09-02-25 290 of 1096

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not subject to this act, there is increasing concern for the security of state data. Contractor certifies for the term of this Master Agreement that it is not subject to laws, rules, or policies potentially requiring disclosure of, or provision of access to, customer data to foreign governments or entities controlled by foreign governments, and that Contractor's Products do not contain, include, or utilize components or services supplied by any entity subject to the same.

Contractor also certifies that its Products do not contain, include, or utilize any covered technology prohibited under Section 889 of the National Defense Authorization Act, as amended.

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Exhibit D: Pricing Schedule
Attached and incorporated into this Master Agreement as Exhibit D is the Price Schedule.

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Exhibit D: Price Schedule
NASPO ValuePoint Computer Equipment (2023-2028)

CONTROL SET
Master Agreement: 23004
Contractor Name: Dell Marketing, LP
Awarded Bands:
x Band 1: Personal Computing Devices (Windows)
x Band 2: Personal Computing Devices (Non-Windows)
x Band 3: Servers and Storage
Band Category Code Category Description Discount off
Baseline List
1 1B Band 1 - Minimum Discount 18.0%
1 1T Band 1 - Third Party Product Minimum Discount 5.5% 2 2B Band 2 - Minimum Discount 18.0%
2 2T Band 2 - Third Party Product Minimum Discount 5.5% 3 3B Band 3 - Minimum Discount 18.0%
3 3T Band 3 - Third Party Product Minimum Discount 5.5% S-1 Standalone Services 4.0%
S-2 Warranty Services 4.0%
S-3 Training and Other Professional Services 4.0%
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Exhibit D: Price Schedule Discount Structure
Master Agreement: 23004
Contractor Name: Dell Marketing, LP
Baseline Price List: Posted on Contractor's dedicated NASPO ValuePoint website Band 1: Personal Computer Equipment (Windows OS)
Band Category Code Category Description Discount off
Baseline List
1 1B Band 1 - Minimum Discount 18.0%
1 1B-1 Desktops - Alienware, Inspiron, Vostro, XPS 0.5% 1 1B-2 Notebooks - Alienware, Inspiron, Vostro, XPS 2.5% 1 1B-3 Projectors/Monitors/Other Electronics 2.5%
1 1B-4 Displays 2.5%
1 1B-5 Imaging 2.5%
1 1B-6 Dell Branded - Printer accessories, parts, and toner 1.5% 1 1B-7 Spare Parts related to Band 1 0.5%
1 1B-8 Customer Kits 15.0%
1 1B-9 Ready to Ship configurations 4.0%
1 1T Band 1 - Third Party Product Minimum Discount 5.5% 1 1T-1 Selected Third Party - Software and Peripherals 0.5% Band 2: Personal Computer Equipment (Non-Windows OS)
Band Category Code Category Description Discount off
Baseline List
2 2B Band 2 - Minimum Discount 18.0%
2 2B-1 Commercial Chromebooks 15.0%
2 2B-2 Consumer Chromebooks 15.0%
2 2B-3 Projectors/Monitors/Other Electronics 2.5%
2 2B-4 Displays 2.5%
2 2B-5 Imaging 2.5%
2 2B-6 Dell Branded - Printer accessories, parts, and toner 1.5% 2 2B-7 Spare Parts related to Band 2 0.5%
2 2B-8 Customer Kits 15.0%
2 2B-9 Ready to Ship configurations 4.0%
2 2T Band 2 - Third Party Product Minimum Discount 5.5% 2 2T-1 Selected Third Party - Software and Peripherals (Non-discountable) 0.5% Band 3: Servers and Storage
Band Category Code Category Description Discount off
Baseline List
3 3B Band 3 - Minimum Discount 18.0%
3 3B-1 Spare Parts related to Band 3 0.5%
3 3B-2 Customer Kits 15.0%
3 3T Band 3 - Third Party Product Minimum Discount 5.5% 3 3T-1 Selected Third Party - Software and Peripherals 0.5% DocuSign Envelope ID: 22C62BA3-AFF9-40A4-8FA3-F4D018802CC5 DocuSign Envelope ID: F019BE07-AEF0-4A14-B979-8BB85953FE52 Redlands Regular Meeting of 09-02-25 294 of 1096
Exhibit D: Price Schedule Volume-Based Discounts
Master Agreement: 23004
Contractor Name: Dell Marketing, LP
Bands 1 & 2

1. Per Transaction Multiple Unit Discount(s)
Min $ Single Transaction Max $ Single Transaction Per Transaction Multiple Unit Discount
$100,000.00 $199,999.99 1.0%
$200,000.00 $399,999.99 2.0%
$400,000.00 $599,999.99 4.0%
$600,000.00 $999,999.99 6.0%
$1,000,000.00 No Maximum 8.0%

2. Cumulative Discount(s)
Threshold Discount Level
Up to 2B 0.0%
$2B to $4B 1.0%
$4B to $6B 2.0%
$6B to $8B 3.0%
$8B to $10B 4.0%
Greater than $10B 5.0%

3. Other Discount(s)
Band 3

1. Per Transaction Multiple Unit Discount(s)
Min $ Single Transaction Max $ Single Transaction Per Transaction Multiple Unit Discount
$250,000.00 $499,999.99 1.0%
$500,000.00 $999,999.99 2.0%
$1,000,000.00 $1,499,999.99 4.0%
$1,500,000.00 $1,999,999.99 6.0%
$2,000,000.00 No Maximum 8.0%
none
Contractor provides a contractual volume discount program as follows based on dollars in a single purchase order or combination of purchase orders submitted at one time by a Purchasing Entity, or multiple entities conducting a cooperative purchase.

Note: Cumulative Discount does not apply to Category Exceptions, 3rd party products, services, and special promotional offers
Note: Per Transaction Multiple Unit Discount does not apply to Category Exceptions, 3rd party products, services, and special promotional offers
Note: Per Transaction Multiple Unit Discount does not apply to Category Exceptions, 3rd party products, services, and special promotional offers.

Contractor provides a contractual volume discount program as follows based on dollars in a single purchase order or combination of purchase orders submitted at one time by a Purchasing Entity, or multiple entities conducting a cooperative purchase.

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Exhibit D: Price Schedule Volume-Based Discounts

2. Cumulative Discount(s)
Column1 Discount Level
Up to 2B 0.0%
$2B to $4B 1.0%
$4B to $6B 2.0%
$6B to $8B 3.0%
$8B to $10B 4.0%
Greater than $10B 5.0%

3. Other Discount(s)
Additional discount(s) available.

Contractor provides a cumulative volume discount as follows based on dollars resulting from the cumulative purchases by all purchases made by Purchasing Entities for the duration of the Master Agreement. none
Note: Cumulative Discount does not apply to Category Exceptions, 3rd party products, services, and special promotional offers.

DocuSign Envelope ID: 22C62BA3-AFF9-40A4-8FA3-F4D018802CC5 DocuSign Envelope ID: F019BE07-AEF0-4A14-B979-8BB85953FE52 Redlands Regular Meeting of 09-02-25 296 of 1096
Exhibit D: Price Schedule Services
Master Agreement: 23004
Contractor Name: Dell Marketing, LP
Travel for Services will be negotiated with each Participating Entity in the Participating Addendum.

All Awarded Bands
Category Code Description of Service Percent Discount
S-1 Standalone Services 4.0%
S-2 Warranty Services 4.0%
S-3 Training and Other Professional Services 4.0%
Each Purchasing Entity will determine if and how services will be offered in the Participating DocuSign Envelope ID: 22C62BA3-AFF9-40A4-8FA3-F4D018802CC5 DocuSign Envelope ID: F019BE07-AEF0-4A14-B979-8BB85953FE52 Redlands Regular Meeting of 09-02-25 297 of 1096
Exhibit D: Price Schedule Lease Rates
Master Agreement: 23004
Contractor Name: Dell Marketing, LP
All Awarded Bands
Optional: Lease Rates
Dell Financial Services (DFS’) payment solutions offer flexible end-of term options designed to suit each entity’s unique needs. Payment terms are generally from 24 through 60 months and are tailored to match the essential useful life of the equipment to the payment term. Payments can be billed monthly, quarterly, semi-annually or annually.

DFS payment solution rates are adjusted quarterly in accordance with a formula based on fluctuations in treasury notes. Our rates are a function of several factors including estimates of future residual values, prevailing interest rates, borrowing costs, general and administrative expenses, and solution structure. Once a payment schedule has commenced, the rate remains constant for the term of the schedule.

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Exhibit D: Price Schedule Prompt Payment Discount
Master Agreement: 23004
Contractor Name: Dell Marketing, LP
in 30
in 15, Net 30
in 10, Net 30
X Net 30
All Awarded Bands
Other (specify):

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Exhibit E: Contractor Terms and Conditions
Attached by reference as Exhibit E are the following Contractor document(s):
• Software Licenses. Customer’s rights to use the Software delivered by Supplier are governed by the terms of the applicable end-user license agreement. Unless different terms have been agreed between the parties, the terms posted on www.dell.com/eula (the “EULA”) shall apply. Supplier will provide a hard copy of the applicable terms upon request. Unless expressly otherwise agreed, microcode, firmware or operating system software required to enable the Equipment with which it is shipped to perform its basic or enhanced functions, is licensed for use solely on such Equipment.
• Dell Return Policy. Customer may return Products to Supplier pursuant to the return policy at www.dell.com/returnspolicy.
• Equipment Warranty. Unless provided otherwise in a Schedule, additional terms governing the limited warranties for Equipment are found at https://www.dell.com/learn/us/en/uscorp1/terms-of-sale-commercialand-public-sector-warranties?c=us&l=en&s=corp or in the applicable documentation or Product Notice for the specific Equipment.
• Product- and Service-Specific Terms. Scope and details of Services and Product-specific terms are specified in the applicable standard service description that is attached to or referred in a Schedule or Quote, or is made available through the then-current Supplier website for product- or service-specific terms, currently located at www.dell.com/offeringspecificterms. Such standard descriptions are from time to time referred to as “Service Description(s)”, “Product Notices” or “Service Briefs.” The version of the applicable document that is effective as of the date of the applicable Quote, shall be deemed incorporated into the Order. Scope and details of customized Professional Services not covered by such a standard description shall be documented in a mutually agreed Statement of Work (“SOW”).

These Contractor terms and conditions are being provided for informational purposes only. They are intended to be negotiated by Contractor and a Participating Entity as part of a Participating Addendum, or by Contractor and a Purchasing Entity as part of an Order, and shall apply only as agreed to in writing by the parties. Unless such terms are expressly accepted in writing, terms in the following document(s) that derogate the application to a Purchasing Entity of a corresponding term in this Master Agreement or applicable Participating Addendum shall be deemed void.

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STATE OF CALIFORNIA
PARTICIPATING ADDENDUM NUMBER 7-23-70-55-01
AMENDMENT 2
Computer Equipment, Peripherals & Related Services
Minnesota NASPO ValuePoint Master Agreement Number 23026 Dell Marketing L.P. (Contractor)
The parties mutually agree to amend Participating Addendum 7-23-70-55-01 as follows:
1) Agreement is extended from June 30, 2025, to June 30, 2026. Section 2. TERM, subparagraph A is revised to read as follows:

A. The term of this Participating Addendum shall begin upon signature approval by the State and will end June 30, 2026, or upon termination by the State, whichever occurs first.
2) Section 22. GENERATIVE ARTIFICIAL INTELLIGENCE (GENAI) REPORTING is hereby deleted and replaced with the following:

22. GENERATIVE ARTIFICIAL INTELLIGENCE (GENAI)
DEFINITIONS:

For purposes of this Section, the following terms shall be given the meaning shown below. Capitalized terms used below and not defined in this Section shall have the meaning set forth in Section 1 (Definitions) or in the text of the IT General Provisions (rev. 06/21/2022).

Artificial Intelligence (AI): an engineered or machine-based system that varies in its level of autonomy and that can, for explicit or implicit objectives, infer from the input it receives how to generate outputs that can influence physical or virtual environments (Gov Code §§ 11549.64 & 11546.45.5).

GenAI Training Data: any content, information, or data that is used to train, tune, test, or validate a GenAI, including text, images, video, audio, code, or similar types of input.

Generated Data: any output, results, content, or other data that is produced by GenAI, including but not limited to text, images, video, audio, code, or similar types of output.

Generative AI (GenAI): an AI system that can generate derived synthetic content, including text, images, video, and audio, that emulates the structure and characteristics of the system’s GenAI Training Data (Gov Code §11549.64).

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Redlands Regular Meeting of 09-02-25 301 of 1096

Participating Addendum 7-23-70-55-01
Amendment 2

Page 2 of 3 ends

Hallucination: Generated Data that is nonsensical, false, or misleading, and is not based on real or existing data, but is instead produced by bias or the GenAI’s extrapolation or creative interpretation of its Gen AI Training Data.

Materially Impacts: shall have the same meaning set forth in State Administrative Manual (SAM) 4986.2.

Prompt: any written, spoken, or rendered information provided as a query, command, or other form of input, to any GenAI in connection with this Contract. For avoidance of doubt, Prompt includes any input automatically detected or created by the GenAI, as well as any derivate works of a Prompt or collection of Prompts.

GENAI DISCLOSURE OBLIGATIONS:

Disclosure Obligations:
a) Contractor must immediately notify the State in writing if it: (1) intends to provide GenAI as a Deliverable to the State; or (2) intends to utilize GenAI, including GenAI from third parties, to complete all or a portion of any Deliverable that materially impacts: (i) functionality of the System, (ii) risk to the State, or (iii) Contract performance. For avoidance of doubt, the term “materially impacts” shall have the same meaning set forth in State Administrative Manual (SAM) § 4986.2 Definitions for GenAI.
b) Such notification shall be provided to the State designee identified in this Contract.
c) At the direction of the State, Contractor shall discontinue the provision to the State of any previously unreported GenAI that results in a material impact to the functionality of the System, risk to the State, or Contract performance, as determined by the State.
d) If the use of previously undisclosed GenAI is approved by the State, then Contractor will update the Deliverable description, and the Parties will amend the Contract accordingly, which may include incorporating the GenAI Special Provisions into the Contract, at no additional cost to the State.

Failure to Disclose or Discontinue GenAI Use: The State, at its sole discretion, may consider Contractor’s failure to disclose or discontinue the provision or use of GenAI as described above, to constitute a material breach of Contract when such failure results in a material impact to functionality of the System, risk to the State, or Contract performance. The State is entitled to seek any and all remedies available to it under law as a result of such breach, including but not limited to termination of the contract, for default pursuant to Section 23 (Termination for Default) of the IT General Provisions (rev. 06/21/2022).

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Participating Addendum 7-23-70-55-01
Amendment 2
All other terms and conditions of the Participating Addendum shall remain in full force and effect.

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

STATE OF CALIFORNIA CONTRACTOR
Department of General Services Dell Marketing L.P.

Agency Name Contractor Name
707 Third Street One Dell Way
West Sacramento, CA 95605 Round Rock, TX 78682
Address Address
Printed Name/Title of Person Signing

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Redlands Regular Meeting of 09-02-25 303 of 1096

STATE OF CALIFORNIA
PARTICIPATING ADDENDUM NUMBER 7-23-70-55-01
AMENDMENT 1
Computer Equipment, Peripherals & Related Services
Minnesota NASPO ValuePoint Master Agreement Number 23026 Dell Marketing LP. (Contractor)
The parties mutually agree to amend Participating Addendum 7-23-70-55-01 as follows:
1) Section 22. GENERATIVE ARTIFIFICAL INTELLIGENCE (GENAI) REPORTING is hereby added to read as follows:

22.GENERATIVE ARTIFICIAL INTELLIGENCE (GENAI) REPORTING The State of California seeks to realize the potential benefits of GenAI, through the development and deployment of GenAI tools, while balancing the risks of these new technologies.

Upon request by an ordering agency, Contractor must complete a GenAI Reporting and Fact Sheet (STD 1000) to identify if their solution or service includes, or makes available, any GenAI including, GenAI from third parties or subcontractors.

During the term of the contract, Contractor must notify the State in writing if their services or any work under this contract includes, or makes available, any previously unreported GenAI technology, including GenAI from third parties or subcontractors. Contractor shall immediately complete the GenAI Reporting and Factsheet (STD 1000) to notify the State of any new or previously unreported GenAI technology.

At the direction of the State, Contractor shall discontinue the use of any new or previously undisclosed GenAI technology that materially impacts functionality, risk or contract performance, until use of such GenAI technology has been approved by the State.

Failure to disclose GenAI use to the State and submit the GenAI Reporting and Factsheet (STD 1000) may be considered a breach of the contract by the State at its sole discretion and the State may consider such failure to disclose GenAI and/or failure to submit the GenAI Reporting and Factsheet (STD 1000) as grounds for the immediate termination of the contract. The State is entitled to seek any and all relief to which it may be entitled to as a result of such non-disclosure.

The State reserves the right to amend the contract, without additional cost, to incorporate GenAI Special Provisions into the contract at its sole discretion and/or terminate any contract that presents an unacceptable level of risk to the State.

If Contractor identifies GenAI in their solution, a copy of the STD 1000 must be submitted to the DGS State Contract Administrator.

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STATE OF CALIFORNIA
PARTICIPATING ADDENDUM NUMBER 7-23-70-55-01
AMENDMENT1
Computer Equipment, Peripherals & Related Services
Minnesota NASPO ValuePoint Master Agreement Number 23026 Dell Marketing LP. (Contractor)
The parties mutually agree to amend Participating Addendum 7-23-70-55-01 as follows:
1) Section 22. GENERATIVE ARTIFIFICAL INTELLIGENCE (GENAI) REPORTING is hereby added to read as follows:

If Contractor identifies GenAI in their solution, a copy of the STD 1000 must be submitted to the DGS State Contract Administrator.

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Redlands Regular Meeting of 09-02-25 304 of 1096
Participating Addendum 7-23-70-55-01
Amendment 1
All other terms and conditions of the Participating Addendum shall remain in full force and effect.

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

STATE OF CALIFORNIA
Department of General Services
Agency Name Digitally signed by Julie

CONTRACTOR
Dell Marketing L.P.

Julie Matthews ~=:~~~~• 102517342, 10/25/2024
Contractor Name
Katherine_Castil ~~~:%:;"~:~,;~~1
101 ~~.~~02,.oa.231s:•2:23 -07'00'
Authorized Signature Date Signed
Julie Matthews, MAU2 Supervisor
Printed Name/Title of Person Signing
707 Third Street
West Sacramento, CA 95605
Address
Authorized Signature Date Signed
Katherine Castillo/Paralegal Advisor
Printed Name/Title of Person Signing
One Dell Way
Round Rock, TX 78682
Address

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Participating Addendum 7-23-70-55-01
Amendment 1
All other terms and conditions of the Participating Addendum shall remain in full force and effect.

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

STATE OF CALIFORNIA
Department of General Services
Agency Name

CONTRACTOR
Dell Marketing LP.

Digitally signed by Julie
Julie Matthews 1:21 10/25/2024
Contractor Name
Katherine_Castil
lo1 2°24.0s.2s 1s42.2s
-07'00'
Authorized Signature Date Signed
Julie Matthews, MAU2 Supervisor
Printed Name/Title of Person Signing
707 Third Street
West Sacramento, CA 95605
Address
Authorized Signature Date Signed
Katherine Castillo/Paralegal Advisor
Printed Name/Title of Person Signing
One Dell Way
Round Rock, TX 78682
Address

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Redlands Regular Meeting of 09-02-25 305 of 1096

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STATE OF CALIFORNIA
PARTICIPATING ADDENDUM NUMBER 7-23-70-55-01
Computer Equipment, Peripherals & Related Services
Minnesota NASPO ValuePoint Master Agreement Number 23026 Dell Marketing L.P. (Contractor)
This Participating Addendum Number 7-23-70-55-01 is entered into between the State of California, Department of General Services (hereafter referred to as “State” or “DGS”) and Dell Marketing L.P. (hereafter referred to as “Contractor”) under the lead state of Minnesota NASPO ValuePoint Master Agreement Number 23026.

1. SCOPE
A. This Participating Addendum covers the purchase of computer equipment (desktops, laptops, tablets, servers, and storage, including related peripherals & services) under the Minnesota NASPO ValuePoint Master Agreement. The Minnesota NASPO ValuePoint Master Agreement is hereby incorporated by reference. Product/service categories included under this Participating Addendum are identified in Section 5 (Available Products and Services).

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

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

2. TERM
A. The term of this Participating Addendum shall begin February 1, 2024, or upon signature approval by the State whichever occurs later, and will end June 30, 2025, or upon termination by the State, whichever occurs first.

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

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

C. Order placement and execution shall be on or before the expiration of this Participating Addendum. However, delivery of products or completion of services may be up to 120 days after the Participating Addendum expiration date.

STATE OF CALIFORNIA
PARTICIPATING ADDENDUM NUMBER 7-23-70-55-01
Computer Equipment, Peripherals & Related Services
Minnesota NASPO ValuePoint Master Agreement Number 23026 Dell Marketing LP. (Contractor)
This Participating Addendum Number 7-23-70-55-01 is entered into between the State of California, Department of General Services (hereafter referred to as "State" or "DGS") and Dell Marketing L.P. (hereafter referred to as "Contractor") under the lead state of Minnesota NASPO ValuePoint Master Agreement Number 23026.

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

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

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3. TERMS AND CONDITIONS/INCORPORATION OF DOCUMENTS
A. Terms and conditions listed below are hereby incorporated by reference and made a part of this Participating Addendum as if attached herein and shall apply to the purchase of goods or services made under this Participating Addendum. 1) General Provisions – Information Technology (GSPD-401IT) effective 6/21/2022
B. Terms can be viewed on the DGS Procurement Division website (https://www.dgs.ca.gov/PD/Resources/Page-Content/Procurement-DivisionResources-List-Folder/Required-Language-for-Solicitations-and-Contracts).

4. ORDER OF PRECEDENCE
A. In the event of any inconsistency between the articles, attachments, or provisions which constitute this agreement, the following descending order of precedence shall apply:
1) California Participating Addendum Number 7-23-70-55-01 2) Minnesota NASPO ValuePoint Master Agreement Number 23026

5. AVAILABLE PRODUCTS AND SERVICES
A. The following product and service offerings from the Minnesota NASPO ValuePoint Master Agreement Number 23026 are allowed under this Participating Addendum:
1) Band 1, Personal Computing Devices – Windows Operating Systems:

Desktops, Laptops, Tablets
2) Band 2, Personal Computing Devices – Non-Windows Operating Systems:

Desktops, Laptops, Tablets
3) Band 3, Servers and Storage

6. RESTRICTIONS/DISALLOWED PRODUCTS AND SERVICES
A. Configuration limits: The dollar limits identified below are based on a SINGLE computer/system configuration. This is NOT a restriction on the purchase of multiple configurations (e.g., an entity could purchase 10 laptops at $15,000 each, for a total purchase price of $150,000).

ITEM CONFIGURATION
Band 1 $15,000
Band 2 $15,000
Band 3 $1,000,000
Peripherals $10,000
Services Addressed in the customer specific Purchase Orders Participating Addendum 7-23-70-55-01

3. TERMS AND CONDITIONS/INCORPORATION OF DOCUMENTS
A. Terms and conditions listed below are hereby incorporated by reference and made a part of this Participating Addendum as if attached herein and shall apply to the purchase of goods or services made under this Participating Addendum. 1) General Provisions - Information Technology (GSPD-401 IT) effective 6/21/2022
B. Terms can be viewed on the DGS Procurement Division website (https://www.dgs.ca.gov/PD/Resources/Page-Content/Procurement-DivisionResources-List-Folder/Required-Language-for-Solicitations-and-Contracts).

Desktops, Laptops, Tablets
2) Band 2, Personal Computing Devices - Non-Windows Operating Systems:

Desktops, Laptops, Tablets
3) Band 3, Servers and Storage

ITEM CONFIGURATION
Band 1 $15,000
Band 2 $15,000
Band 3 $1,000,000
Peripherals $10,000
Services Addressed in the customer specific Purchase Orders

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

C. The following restrictions apply to state agency purchases under this Participating Addendum:
1) Product and service categories that are available on mandatory California statewide contracts cannot be purchased from this Participating Addendum by state agencies without an exemption. State agencies are responsible for obtaining a mandatory statewide contract exemption from DGS prior to issuing a purchase order.
2) Service-only purchases are disallowed. (Exception: Equipment maintenance service purchases are allowed).
3) Services that fall within the definition of “public works” as defined in Public Contract Code section 1101 and Labor Code section 1720 are disallowed under this Participating Addendum and must be procured by alternate means. This restriction is not applicable to local governments. 4) Leasing/rental is not allowed.
5) Professional services are not allowed.
6) Cloud services are not allowed.

7. PRICING
A. Contractor’s pricing is outlined in the Minnesota NASPO ValuePoint Master Agreement Number 23026.

B. Contractor shall notify the State Contract Administrator of any amendments and pricing adjustments approved and executed by the state of Minnesota.

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

Participating Addendum 7-23-70-55-01
B. Services must be related to the procurement of equipment.

C. The following restrictions apply to state agency purchases under this Participating Addendum:
1) Product and service categories that are available on mandatory California statewide contracts cannot be purchased from this Participating Addendum by state agencies without an exemption. State agencies are responsible for obtaining a mandatory statewide contract exemption from DGS prior to issuing a purchase order.
2) Service-only purchases are disallowed. (Exception: Equipment maintenance service purchases are allowed).
3) Services that fall within the definition of "public works" as defined in Public Contract Code section 1101 and Labor Code section 1720 are disallowed under this Participating Addendum and must be procured by alternate means. This restriction is not applicable to local governments. 4) Leasing/rental is not allowed.
5) Professional services are not allowed.
6) Cloud services are not allowed.

7. PRICING
A. Contractor's pricing is outlined in the Minnesota NASPO ValuePoint Master Agreement Number 23026.

B. Contractor shall notify the State Contract Administrator of any amendments and pricing adjustments approved and executed by the state of Minnesota.

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

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

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

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

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

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

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

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

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

Participating Addendum 7-23-70-55-01
B. Contractor shall be responsible for successful performance and compliance with all requirements in accordance with the terms and conditions under this Participating Addendum, even if work is performed by Authorized Resellers. All State policies, guidelines, and requirements shall apply to Authorized Resellers.

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

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

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

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

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

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

C. All purchase orders executed under this Participating Addendum shall include the Participating Addendum Number 7-23-70-55-01.

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

B. Contractor will be required to complete and return a Postconsumer RecycledContent Certification form (https://calrecycle.ca.gov/buyrecycled/stateagency/vendored/form74guide/) upon request by the state agency.

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

B. Free On Board (F.O.B.) Destination, freight prepaid by the Contractor, to the ordering agency’s receiving point.

13.INVOICING AND PAYMENT
A. Payment will be made in accordance with IT General Provisions Paragraph 30 (Required Payment Date).

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

C. Contractor does not accept the State of California credit card (CAL-Card) for payment of invoices.

Participating Addendum 7-23-70-55-01

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

C. All purchase orders executed under this Participating Addendum shall include the Participating Addendum Number 7-23-70-55-01.

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

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

B. Free On Board (F.O.B.) Destination, freight prepaid by the Contractor, to the ordering agency's receiving point.

13.INVOICING AND PAYMENT
A. Payment will be made in accordance with IT General Provisions Paragraph 30 (Required Payment Date).

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

C. Contractor does not accept the State of California credit card (CAL-Card) for payment of invoices.

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14.USAGE REPORTING
A. Contractor shall submit usage reports on a quarterly basis to the State Contract Administrator for all California entity purchases using the report template attached hereto as Attachment A. The report is due even when there is no activity.

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

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

D. Any report that does not follow the required format or that excludes information will be deemed incomplete. Contractor will be responsible for submitting corrected reports within five (5) business days of the date of written notification from the State.

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

F. Reports are due for each quarter as follows:

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

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

15.ADMINISTRATIVE FEE
A. Contractor is required to remit to DGS an administrative fee amount equal to

1.25% of the sales for the quarterly reporting period less freight, taxes, returned products and credits. (For example, if the net sales for the reporting quarter totals $100,000.00, the incentive fee due to DGS would be $1,250.00.) B. The administrative fee shall not be included as an adjustment to Contractor’s NASPO ValuePoint Master Agreement pricing.

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

Participating Addendum 7-23-70-55-01

14. USAGE REPORTING
A. Contractor shall submit usage reports on a quarterly basis to the State Contract Administrator for all California entity purchases using the report template attached hereto as Attachment A. The report is due even when there is no activity.

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

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

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

F. Reports are due for each quarter as follows:

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

15.ADMINISTRATIVE FEE
A. Contractor is required to remit to DGS an administrative fee amount equal to

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

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D. Payment of the administrative fee is due irrespective of payment status from ordering agencies.

E. Payment may be made in the form of an electronic payment using the LPA Payment Portal website (https://www.dgs.ca.gov/PD/Services/PageContent/Procurement-Division-Services-List-Folder/Access-LPA-Payment-Portal) or by submitting a check payable to the State of California, Department of General Services.

F. Administrative fee payments made by check must include the Participating Addendum Number on the check and be submitted to the following address:

Department of General Services
Procurement Division
Attn: MAPS Payment Processing
707 Third Street, 2nd Floor
West Sacramento, CA 95605
G. Administrative fee payments are due for each quarter as follows:

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

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

Contractor Contract Manager
Name: Ashley Salinas
Phone: (512) 542-1237
Fax: n/a
Email [email protected]
Address: Dell Marketing L.P.

Attn: Ashley Salinas
One Dell Way
Round Rock, TX 78682
Participating Addendum 7-23-70-55-01
D. Payment of the administrative fee is due irrespective of payment status from ordering agencies.

F. Administrative fee payments made by check must include the Participating Addendum Number on the check and be submitted to the following address:

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

Contractor Contract Manager
Name: Ashley Salinas
Phone: (512) 542-1237
Fax: n/a
Email [email protected]
Address: Dell Marketing L.P.

Attn: Ashley Salinas
One Dell Way
Round Rock, TX 78682

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B. The State Contract Administrator for this Participating Addendum shall be as follows:

State Contract Administrator
Name: Katelynne Leisenring
Phone: (279) 946-8129
Email [email protected]
Address: State of California
Department of General Services
Procurement Division
707 Third Street, 2nd Floor, MS 2-202
West Sacramento, CA 95605
C. Should the contact information for either party change, the party will provide written notice with updated information no later than ten (10) business days after the change.

17.TERMINATION OF AGREEMENT
The State may terminate this Participating Addendum at any time upon 30 days prior written notice to the Contractor. Upon termination or other expiration of this Participating Addendum, each party will assist the other party in orderly termination of the Participating Addendum and the transfer of all assets, tangible, and intangible, as may facilitate the orderly, non-disrupted business continuation of each party. This provision shall not relieve the Contractor of the obligation to perform under any purchase order or other similar ordering document executed prior to the termination becoming effective.

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

19.NEWS RELEASES
Unless otherwise exempted, news releases, endorsements, advertising, and social media content pertaining to this Participating Addendum shall not be made without prior written approval from the State.

Participating Addendum 7-23-70-55-01
B. The State Contract Administrator for this Participating Addendum shall be as follows:

17. TERMINATION OF AGREEMENT
The State may terminate this Participating Addendum at any time upon 30 days prior written notice to the Contractor. Upon termination or other expiration of this Participating Addendum, each party will assist the other party in orderly termination of the Participating Addendum and the transfer of all assets, tangible, and intangible, as may facilitate the orderly, non-disrupted business continuation of each party. This provision shall not relieve the Contractor of the obligation to perform under any purchase order or other similar ordering document executed prior to the termination becoming effective.

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20.EXECUTIVE ORDER N-6-22 – RUSSIA SANCTIONS
On March 4, 2022, Governor Gavin Newsom issued Executive Order N-6-22 (the EO) regarding Economic Sanctions against Russia and Russian entities and individuals. “Economic Sanctions” refers to sanctions imposed by the U.S. government in response to Russia’s actions in Ukraine, as well as any sanctions imposed under state law. The EO directs state agencies to terminate contracts with, and to refrain from entering any new contracts with, individuals or entities that are determined to be a target of Economic Sanctions. Accordingly, should the State determine Contractor is a target of Economic Sanctions or is conducting prohibited transactions with sanctioned individuals or entities, that shall be grounds for termination of this Participating Addendum. The State shall provide Contractor advance written notice of such termination, allowing Contractor at least thirty (30) calendar days to provide a written response. Termination shall be at the sole discretion of the State.

21.AGREEMENT
A. This Participating Addendum and the Master Agreement together with its exhibits and/or amendments, set forth the entire agreement between the parties with respect to the subject matter of all previous communications, representations, or agreements, whether oral or written, with respect to the subject matter hereof. Terms and conditions inconsistent with, contrary or in addition to the terms and conditions of this Participating Addendum and the Master Agreement, together with its exhibits and/or amendments, shall not be added to or incorporated into this Participating Addendum or the Master Agreement and its exhibits and/or amendments, by any subsequent purchase order or otherwise, and any such attempts to add or incorporate such terms and conditions are hereby rejected. The terms and conditions of this Participating Addendum and the Master Agreement and its exhibits and/or amendments shall prevail and govern in the case of any such inconsistent or additional terms.

B. By signing this Participating Addendum, Contractor agrees to offer the same products/services available on the Minnesota NASPO ValuePoint Master Agreement Number 23026, at prices equal to or lower than the prices on that agreement.

Participating Addendum 7-23-70-55-01

20. EXECUTIVE ORDER N-6-22 - RUSSIA SANCTIONS
On March 4, 2022, Governor Gavin Newsom issued Executive Order N-6-22 (the EO) regarding Economic Sanctions against Russia and Russian entities and individuals. "Economic Sanctions" refers to sanctions imposed by the U.S. government in response to Russia's actions in Ukraine, as well as any sanctions imposed under state law. The EO directs state agencies to terminate contracts with, and to refrain from entering any new contracts with, individuals or entities that are determined to be a target of Economic Sanctions. Accordingly, should the State determine Contractor is a target of Economic Sanctions or is conducting prohibited transactions with sanctioned individuals or entities, that shall be grounds for termination of this Participating Addendum. The State shall provide Contractor advance written notice of such termination, allowing Contractor at least thirty (30) calendar days to provide a written response. Termination shall be at the sole discretion of the State.

21. AGREEMENT
A. This Participating Addendum and the Master Agreement together with its exhibits and/or amendments, set forth the entire agreement between the parties with respect to the subject matter of all previous communications, representations, or agreements, whether oral or written, with respect to the subject matter hereof. Terms and conditions inconsistent with, contrary or in addition to the terms and conditions of this Participating Addendum and the Master Agreement, together with its exhibits and/or amendments, shall not be added to or incorporated into this Participating Addendum or the Master Agreement and its exhibits and/or amendments, by any subsequent purchase order or otherwise, and any such attempts to add or incorporate such terms and conditions are hereby rejected. The terms and conditions of this Participating Addendum and the Master Agreement and its exhibits and/or amendments shall prevail and govern in the case of any such inconsistent or additional terms.

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

STATE OF CALIFORNIA
Department of General Services

CONTRACTOR
Dell Marketing L.P.

Agency Name Contractor Name
Authorized Signature Date Signed Authorized Signature Date Signed Printed Name/Title of Person Signing Printed Name/Title of Person Signing 707 Third Street
West Sacramento, CA 95605
One Dell Way
Round Rock, TX 78682
Address Address
Participating Addendum 7-23-70-55-01
IN WITNESS WHEREOF, the parties have executed this Participating Addendum as of the date of execution by both parties below.

STATE OF CALIFORNIA
Department of General Services
Agency Name Digitally signed by Julie
Julie Matthews o1.2 1so° -08'00' 1/23/2024
Authorized Signature Date Signed
Julie Matthews, MAU2 Supervisor
Printed Name/Title of Person Signing
707 Third Street
West Sacramento, CA 95605
Address

CONTRACTOR
Dell Marketing L. P.

Contractor Name
Katie(Catie% 01/22/2024
Authorized Signature Date Signed
Katherine Castillo- Paralegal Advisor
Printed Name/Title of Person Signing
One Dell Way
Round Rock, TX 78682
Address

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Redlands Regular Meeting of 09-02-25 315 of 1096
City Council Meeting I. 21.

DATE: 09/02/2025
TO: Honorable Mayor and City Council Members
SUBJECT: Grant an electric utility easement to Southern California Edison on a portion of Lot 15 of the Chicago Colony Reservation and determine 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)
MOTION(S):

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

I move that City Council determine that granting an electric utility easement to Southern California Edison is exempt from environmental review pursuant to Section 15061(b)(3) of the State's guidelines implementing the California Environmental Quality Act; and

1. I move that City Council grant an electric utility easement to Southern California Edison on a portion of Lot 15 of the Chicago Colony Reservation.

2. RECOMMENDATION:

Staff recommends that City Council determine that granting an electric utility easement to Southern California Edison is exempt from environmental review pursuant to Section 15061(b)(3) of the State's guidelines implementing the California Environmental Quality Act; and
Staff recommends that City Council grant an electric utility easement to Southern California Edison on a portion of Lot 15 of the Chicago Colony Reservation.

Redlands Regular Meeting of 09-02-25 316 of 1096
DISCUSSION:

MUED owns and operates a water reservoir, known as the Dearborn Reservoir, on the east side of Dearborn Street just south of Independence Avenue and directly north of the Mill Creek Zanja channel. This site is recorded by San Bernardino County as Lot 15 of the Chicago Colony Reservation (APNs 0170-302-06, 0170-302-17, and 0170-302-18). In 2006, City Council approved a lease agreement with New Cingular Wireless, LLC to install and operate a cell phone tower on a portion of this site. The lease agreement allows sub-leasing space on the cellular tower and obligates the City to provide reasonable utility access to the tower location. New Cingular Wireless, LLC became AT&T Wireless sometime later, and Crown Castle became a subsidiary of AT&T Wireless in 2014 and assumed responsibility for all rights and obligations related to the lease.

Recently, MUED staff received a request from the lessee to grant an easement to Southern California Edison to provide electric utilities to the tower. The easement is six feet (6') wide and approximately two-hundred forty-five feet (245') long and will not impact the operation or maintenance of the Dearborn Reservoir.

City Council approval of this electric utility easement to Southern California Edison is exempt from environmental review pursuant to Section 15061(b)(3) of the State's guidelines implementing the California Environmental Quality Act since it can be seen with certainty that doing so will not have any impact on the environment.

ALTERNATIVES:

City Council may deny the staff recommendation and provide alternate direction.

STRATEGIC PLAN:

N/A
SUBMITTED BY:

John R. Harris, Municipal Utilities and Engineering Director RECOMMENDED BY:

Charles M. Duggan Jr., City Manager
Redlands Regular Meeting of 09-02-25 317 of 1096
REVIEWED BY:

Yvette M. Abich Garcia, City Attorney
Janice McConnell, Assistant City Manager
Danielle Garcia, Management Services/Finance Director
PREPARED BY:

John R. Harris, Municipal Utilities and Engineering Director Fiscal Impact
Fiscal Year: FY 25/26
Revenue Generating: N
Appropriation Required Y/N: N
Discussion:

There is no fiscal impact associated with granting an electric utility easement to Southern California Edison.

Attachments
2006 Agreement
2014 Crown Castle Assignment
2021 Sub-Lease
20250902 SCE Easement
Redlands Regular Meeting of 09-02-25 318 of 1096
Market: market (Southern Cali(a~in
Cell Site Number: ES-0079-01
"er

WIRELESS SERVICE FACILITY

LAND LEASE AGRKEMKNT
This Land Lease Agreement ("Lease")
is made and entered into this 18th day of
July, 2006 ("Effective Date") by and between the City of Redlands, a municipal corporation ("Landlord" )
and New Cingular Wireless PCS, LLC, a Delaware limited
liability company, having a mailing address of 6100 Atlantic Boulevard, Norcross, Georgia 30071 (hereinafter referred to as "Tenant" ). Landlord and Tenant are individually referred to herein as a "Party," and collectively as the "Parties."

PREAMBLE
Landlord, for and in consideration of the rent to be paid by Tenant and for the covenants and provisions to be kept and performed by Tenant under this Lease, hereby leases to Tenant for Tenant's sole use, and the Tenant agrees to lease from Landlord an approximately (925) square foot portion (the "Site") of Landlord's property (the "Property" )located at 500 North Dearborn Avenue (APN; 0170- 302-06, 0170-302-17, 0170-302-18), Redlands, California 92374, as more particularly described in Exhibit "A" attached hereto. A copy of the plan of development of the Site to be leased by Tenant pursuant to the Lease is attached hereto as Exhibit "B." B. The Site is to be used for an antenna support structure and communication equipment for a personal communications Wireless Service Facility ("WSF"), using stealth treatment, as required pursuant to the Redlands Municipal Code.

AGREEMENT
Section l. Intent of Parties, It is the intent of the Parties that Tenant will develop on the Property a WSF on the Site, as defined herein, by using stealth treatment, as required pursuant to the Redlands Municipal Code. Tenant shall apply for and obtain from Landlord a Conditional Use Permit ("CUP") from the City, pursuant to the Redlands Municipal Code, Chapter 18.178, "Wireless Service Facilities," as well as a Building Permit as a precondition to construction of the WSF.

Section 2. Site Change. If, after the execution hereof, Tenant and Landlord desire to change the location of the Site on the Property, said change in Site location may be made only upon the mutual written consent of the Parties, in which event final approval of the new Site location within the Property shall be made by Tenant and Landlord's City Manager (with concurrence ofthe City Attorney). Any such agreed upon New Cinaulnr Drartorn tenne l-aa
Redlands
599979.(O
Regular Meeting of 09-02-25 319 of 1096
new Site location on the Property shall be evidenced by a written Memorandum of Understanding between the Parties as to the change in Site location and by amended Exhibits "A" and "B",all of which are to be attached to the Lease. No other agreement or formal amendment to this Lease in connection with such change in Site location shall be necessary.

Section 3. Term.

A. Pre-CUP.

Tenant hereby agrees to lease the Site from Landlord for the nominal rent of One Hundred Dollars {$100.00) per month payable on the 1st day of each month pending the application for, and the approval of a CUP. The initial nominal rent payment shall be made within thirty (30) days of the Effective Date of this Lease. Prior to the approval of the CUP, the "Term" of this Lease shall mean the period beginning on the Effective Date of this Lease and ending on the date on which the CUP is approved. Upon approval of the CUP, the "Term" of this Lease shall automatically convert to that described in Section 2(B) below,
I. If Tenant fails to receive approval of a CUP from I.andlord, or if Tenant fails to make application for a CUP within six (6) months of the Effective Date of this Lease, this Lease shall immediately terminate with no liability or responsibility by either Landlord or Tenant as to the other, B. Post-CUP Annroval
Upon approval of the CUP for Tenant's development of the Site, the "Term" ofthis Lease shall mean the five-year period beginning on the date of approval of the CUP ("Commencement Date"), as may be extended in accordance with the terms of this Section 2(B). During such term and commencing on the Commencement Date, Tenant shall pay rent in the amount of Two Thousand Eighty-Three Dollars {$2,083.00) per month. On the Commencement Date, Tenant shall pay prorated rent for the month in which the Commencement Date occurs, based on the number of days remaining until the end of the month. Thereafter, Tenant shall pay rent on the first day of each month until the expiration or earlier termination of this Lease, Rent shall be paid to the City of Redlands or to such other person as Landlord may, from time to time designate by written notice delivered to Tenant. The Term (post-CUP) of this Lease shall be automatically extended for three (3) additional five (5) year terms unless; (a) Either Party provides, at least six (6) months prior to the end ofthe then-current term, written notice to the other of its intent to terminate this Lease or (b) this Lease is terminated as otherwise provided for herein. Rent shall increase every five (5) years on the anniversary of the Commencement Date by Eighteen Percent (18%).

Section 4. Use of Site. Subject to the conditions set forth in Conditional Use Permit No, 872 attached hereto and incorporated herein by reference as Exhibit "C"(or to be attached upon procurement of the CUP), duidng the Term of this Lease, the Site New Cinsslse Redlands Dessnstm i esseRegular 1-062 Meeting of 09-02-25 320 of 1096 shall be used by Tenant for the purpose of installing, removing, replacing, maintaining, modifying and operating, at its sole expense, the WSF, including, without limitation, related antennas, equipment, cable, wiring, fixtures, backup power sources (including generator and fuel storage tank) and, if applicable, an antenna structure. Landlord hereby grants Tenant a license for ingress and egress to and from the Property and access to the Site, for any utilities to reach the Property and for Tenant access to the Site, as shown on Exhibit "B." Tenant shall have access to the Site twenty-four (24) hours per day, seven days per week. Tenant shall use the Site in a manner which shall not unreasonably disturb Landlord's occupancy and use of the Property, Landlord's other existing Tenants, or visitors to the Property.

Section 5. As Is Condition Except as otherwise expressly stated herein, Tenant is leasing the Site in "AS IS" condition and Landlord does not represent that the Site is suitable for Tenant's intended use. Tenant is responsible to undertake such due diligence as it deems necessary to determine the condition and suitability ofthe Site.

Section 6. Title and Quiet Possession. Landlord represents and agrees that: (a) it is the owner of the Site; (b) it has the right to enter into this Lease; (c) the person signing this Lease has the authority to sign on behalf of Landlord; and (d) Tenant is entitled to access to and use of the Site as provided herein throughout the Term of this Lease, as may be extended. Notwithstanding the foregoing, in the event of any situation that poses an immediate threat of substantial harm to persons and/or property which requires entry onto the Site by Landlord, Landlord may enter the Site and take such actions as are required to protect individuals or personal property from such substantial harm or damage; provided, however, that promptly and no longer than forty-eight (48) hours after Landlord's entry onto the Site, Landlord shall give Tenant telephonic and written notice of Landlord's entry onto the Site. Landlord covenants that, so long as Tenant timely pays the rent and performs its covenants under this Lease, Tenant shall peaceably and quietly have, hold and enjoy the Site.

Section 7. Assignment /Subletting. Subject to the conditions of the CUP, Tenant may sell, assign or transfer this Lease or sublet all or any portion ofthe Site at any time without Landlord's consent to: (a) any of Tenant's partners or parent firms and Tenant's and their affiliates and subsidiaries; (b) to any entity which acquires all or substantially all of Tenants assets in the market defined by the Federal Communications Commission in which the Property is located by reason of a merger, acquisition or other business reorganization; or (c) any entity which acquires or receives an interest in the majority of communication towers of Tenant in the market defined by the Federal Communications Commission in which the Property is located. Except as otherwise provided in this Section 7, Tenant shall not sell, assign or transfer this Lease or sublet all or any portion ofthe Site to any other party without the prior written consent of Landlord, which consent shall not be unreasonably withheld. In the event that Tenant attempts any ~ 'W cillglllRI'i'iilbolllRedlands I.c'ISI.'l.06 Regular Meeting of 09-02-25 321 of 1096 assignment, sublease or transfer requiring Landlord's consent without Landlord's prior written consent, such action shall be null and void.

Section 8. Notices. All notices shall be in writing and shall become effective three (3) days after deposit in the United States mail, certified and postage prepaid.

Mailed notices shall be addressed as set forth below, but each party may change its address by written notice in accordance with this Section.

Tenant: Landlord:

Cingular Wireless LLC.

Attention: Network Real Estate Administration
Re: Cingular Wireless
Cell Site ff: ES022-02;
Cell Site Name: City of Redlands Water Tank
6100 Atlantic Boulevard
Norcross, GA 30071
City of Redlands
Municipal Utilities Department
P.O. Box 3005
Redlands, CA 92373
Copy concurrently to:

Cingular Wireless LLC
Attn.: Legal Department
Re: Cingular Wireless
Cell Site ff: ES022-02;
Cell Site Name: City of Redlands Water Tank
15 East Midland Avenue
Paramus, New Jersey 07652
Section 9. Improvements. Tenant may, at its sole expense, make any improvements on the Site as permitted by the CUP. Tenant may make substitutions, replacements, upgrades and modifications to its WSF; provided, however, that such improvements remain within the physical parameters of the Site and do not violate the provisions ofthe CUP.

Section 10. Compliance with Laws. Tenant shall comply with all applicable laws relating to Tenant's operation of the WSF and to Tenant's construction of improvements on the Site pursuant to the CUP.

Section 11. Interference. Tenant shall resolve interference problems with other equipment located at the Property at the time of its entry onto the Site or with any equipment that Tenant attaches to the Site at any date, if Tenant desires to add additional equipment to the Site. Landlord will not permit the use of the Property or the installation of any future equipment that results in interference problems with Tenant's then-existing New (.'regular Doarhoro Redlands heaae N06 Regular Meeting of 09-02-25 322 of 1096 equipment, subject to the terms set forth herein. Landlord shall have the right to allow other third party providers to install equipment on the Property (other than at Site), provided that such new provider's use may not interfere with Tenant's operations at the Site. Tenant shall allow installation of equipment for use by the Landlord, or its agencies or departments ("New Equipment" ). However, prior to installation of any New Equipment at the Property, Landlord shall give Tenant not less than thirty (30) days prior written notice, which notice shall include the technical specifications of the New Equipment proposed to be installed and its proposed location. Landlord shall use its best efforts to locate the New Equipment on the Property in such manner as to prevent any interference between the operation of Tenant's equipment and the proposed New Equipment. If, despite such efforts by Landlord, interference cannot be avoided, Tenant may terminate this Lease by giving Landlord thirty (30) days prior written notice of termination. Tenant shall pay rent on a prorated basis until Tenant removes the WSF from the Site.

Section 12. Utilities. Landlord grants Tenant the right to obtain electrical and telephone service for the operation of its WSF and shall have the right to install, operate and maintain such utilities in the location designated in Exhibit "B"and pursuant to the CUP attached as Exhibit "C" (or to be attached upon the procurement of the CUP).

Tenant shall pay for all utilities it uses at the Site. Landlord will cooperate, to the extent allowed by law, with Tenant's efforts to obtain utilities from any location provided by Landlord or the serving utility, and will sign any license agreement or other instrument reasonably required by the utility company and reasonably acceptable to Landlord; provided, however, that Landlord shall not incur any cost or expense therefore unless such costs are reimbursed therefore by Tenant.

Section 13. Termination.

A. Tenant may terminate this Lease at any time upon thirty (30) days prior notice to Landlord without further liability if: (i) Tenant does not obtain all permits, consents, licenses, non-disturbance agreements or other approvals (collectively, "Approvals" )
reasonably desired by Tenant or required from any governmental authority or any third party and related to or reasonably necessary to operate the WSF system, or any such Approvals are canceled, expire or are withdrawn or terminated; (ii) Landlord fails to have ownership of the Site or authority to enter into this Lease; (iii) Landlord violates or defaults on any of its obligations under this Lease or breaches any of its representations, warranties or covenants in this Lease; or (iv) Tenant, for any reason, in its sole discretion, determines that it will be unable to use the Site. Upon termination, all prepaid rent shall be retained by Landlord, unless termination is pursuant to (i), (ii) or (iii) above, in which case all prepaid rents shall be returned promptly to Tenant.

B. If Landlord, in its reasonable and sole discretion, determines that the use of the Site by Tenant is impairing or hindering Landlord in its principle use of the Property so that continued use by Tenant is determined not to be in Landlord's best Now CmgelM D 's<bo<n Redlands
t aoso 1-06 Regular Meeting of 09-02-25 323 of 1096
interest, and Landlord delivers to Tenant written notice of the impairment and provides Tenant a reasonable period, not to exceed ninety (90) days from the date such notice is delivered, within which to cure said impairment, and such impairment or hindrance is not timely cured or Tenant informs Landlord that it is unable to cure said impairment within such 90-day period, Landlord may, without further liability, immediately terminate this Lease upon ten (10) days prior written notice to Tenant. Upon termination, all prepaid rent, as prorated by use, shall be returned to Tenant, up to a maximum of six (6) months of the then-current rent. Tenant shall be allowed to remove all of its personal property, including its equipment, cabling and antennas, and return the Site to its pre-Lease condition. Notwithstanding the foregoing, prior to exercising such termination right, Landlord and Tenant shall meet and confer in good faith and use reasonable endeavors to develop and implement solutions that may allow Tenant's use to continue upon the Site or elsewhere upon the Property. The Lanldord agrees not to terminate this lease within the First Term ofthe agreement.

C. Notwithstanding the foregoing, upon expiration or termination of this Lease and the written consent of Tenant, which such consent shall not be unreasonably withheld, Landlord shall have the right to purchase Tenant's antenna structure, but not any of Tenant's other communication equipment, facilities or improvements, for the then-current fair market value of the antenna structure. Fair market value shall be as agreed upon between the parties prior to Landlord's purchase. If the parties cannot agree upon a price within thirty (30) days after Tenant's receipt of Landlord's notice to exercise the option to purchase, each party shall pick an appraiser at its own cost. These two appraisers will select a third appraiser. This appraiser's fees shall be shared by the parties. The final price shall be determined by the agreement of a majority of the three appraisers. The purchase shall be made within ninety (90) days of the determination of the final price, unless otherwise agreed by Landlord and Tenant.

Landlord shall exercise its option to purchase by giving Tenant written notice within thirty (30) days after the termination or expiration of this Lease. If Landlord fails to give notice of exercise of the option to purchase the antenna structure within said 30 days, Landlord's purchase option shall immediately and irrevocably terminate and be of no further force and effect, and Tenant shall remove the antenna structure as required under this Lease. If Landlord exercises the option to purchase the antenna structure, upon payment of the final price by Landlord, Tenant shall transfer the antenna structure to Landlord in its "AS-IS, WHERE-IS" condition, without any representation or warranty from Tenant, pursuant to a separate purchase agreement and Tenant shall thereafter be relieved of any and all responsibility or liability with respect to the existence or condition of the antenna structure. Landlord shall have the right to assign the foregoing right to purchase the antenna structure to another user of the antenna structure, which assignment shall be in writing, with a copy provided to Tenant.

D. Removal/Restoration. All portions of the WSF installed on the Property by Tenant will be and remain Tenant's personal property and, at Tenant' Now Cingulm l3Redlands orbmn Mesc I 06Regular Meeting of 09-02-25 324 of 1096 option, may be removed by Tenant at any time during the Term. Landlord agrees that no part of the WSF constructed, erected or placed on the Property by Tenant will become, or be considered as being affixed to or a part of, the Property, it being the specific intention of the Landlord that all improvements of every kind and nature constructed, erected or placed by Tenant on the Property will be and remain the property of the Tenant and may be removed by Tenant at any time during the Term. Footings, foundations, and concrete shall be removed to a depth of three —feet (3') below grade. Tenant shall restore the Property to its condition at the Effective Date ofthis Lease, reasonable wear and tear and loss by casualty or other causes beyond Tenant's control excepted. Tenant will not be responsible for the replacement of any trees, shrubs, or other vegetation, nor will Tenant be required to remove from the Property any underground utilities. Notwithstanding the foregoing, Tenant shall, within ninety (90) days of expiration, cancellation or termination of this Lease, or upon the lack of consent to the sale of the antenna structure to the Landlord, remove its building(s), antenna structure(s), footings, fixtures and all personal property and shall otherwise restore the Site to its original condition existing as of the Effective Date, reasonable wear and tear excepted.

Section 14. Default. If either party is in default under this Lease for a period of:
(a) fifteen (15) days following receipt of notice of default from the non-defaulting party with respect to a default which may be cured solely by the payment of money; or (b) thirty (30) days following receipt of notice of default from the non-defaulting party with respect to a default which may not be cured solely by the payment of money, then, in either event, the non-defaulting party may pursue any remedies available to it against the defaulting party under applicable law, including, but not limited to, the right to terminate this Lease. Ifthe non-monetary default may not reasonably be cured within a thirty (30) day period, this Lease may not be terininated ifthe defaulting party commences action to cure the default within such thirty day period and proceeds with due diligence to fully cure the default, and cures no later than ninety (90) days from the notice of default.

Section 15. Indemnitv. Landlord and Tenant shall indemnify, defend and hold each other harmless from any and all costs (including reasonable attorneys'ees) and claims of liability or loss which arise out of the ownership, use and/or occupancy of the Site by the indemnifying party, This indemnity does not apply to the extent any claims or losses arise from the sole negligence or intentional misconduct of the indemnified party.

The obligations under this section shall survive the expiration or termination of this Lease.

Section 16. Hazardous Substances. Landlord represents that no substance, chemical or waste (collectively, "Hazardous Substancen) exists on or under the Property including the Site, that is identified as hazardous, toxic or dangerous in any applicable federal, state or local law or regulation. Landlord and Tenant shall not introduce or use New CIngnln> Deninn<n Redlands I.cnnc I On Regular Meeting of 09-02-25 325 of 1096 any such Hazardous Substance on the Site in violation of any applicable law. Landlord and Tenant shall each hold the other harmless and indemnify the other from, and assume all duties, responsibility and liability at its sole cost and expense, for all duties, responsibilities, and liability (for payment of penalties, sanctions, forfeitures, losses, costs, or damages) and for responding to any action, notice, claim, order, summons, citation, directive, litigation, investigation or proceeding which is in any way related to the indemnifying party's failure to comply with any environmental or industrial hygiene law, including without limitation any regulations, guidelines, standards or policies of any governmental authorities regulating or imposing standards of liability or standards of conduct with regard to any environmental or industrial hygiene concerns or conditions as may now or at any time hereafter be in effect, except to the extent such noncompliance is caused by the other party. Landlord shall hold harmless, indemnify and defend Tenant for all claims or losses, including all costs and expenses, relating to any environmental or industrial hygiene conditions arising out of or in any way related to the condition of the Property or activities conducted thereon, unless such environmental conditions are caused solely by the Tenant, in which event Tenant shall hold harmless, indemnify and defend Landlord for all costs and expenses, including attorneys'ees for said sole negligence of Tenant.

Section 17, Taxes. Tenant shall be responsible for all real and personal property taxes assessed directly upon the Site and arising from its use ofthe WSF on the Site.

Section 18. Insurance. Tenant shall procure and maintain commercial general liability insurance, with limits of not less than Three Million Dollars ($3,000,000) combined single limit per occurrence for bodily injury and property damage liability, with a certificate of insurance to be furnished to Landlord prior to Tenant's occupancy of the Site. Landlord shall be named as an additional insured under the insurance policies required of Tenant, and such insurance shall be primary with respect to Landlord and non-contributing to any insurance or self-insurance maintained by Landlord as with respect to any liability arising solely in connection with the Site. Such policy shall provide that cancellation will not occur without at least thirty (30) days prior written notice to Landlord, Insurance requirements shall be reviewed by Landlord and adjusted by Landlord, in Landlord's reasonable and sole discretion, on every five-year anniversary date ofthis Lease. Tenant shall provide any new certificates of insurance with new limits ofliability coverage within thirty (30) days of notice by Landlord to Tenant.

Section 19. Maintenance. Tenant shall be responsible for repairing and maintaining the WSF and any other improvements installed by Tenant at the Site in a proper operating and safe condition; provided, however, if any such repair or maintenance is required due to acts of Landlord, its agents or employees, Landlord shall reimburse Tenant for the reasonable costs incurred by Tenant to restore the damaged areas to the condition which existed immediately prior thereto. Landlord will maintain Noiv cuigole a Redlands
aiboin tasse I 06 Regular Meeting of 09-02-25 326 of 1096 and repair all other portions of the Property of which the Site is a part in a proper operating and reasonably safe condition.

Section20. Possessorv Interest. In accordance with California Revenue and Tax Code Section 107.6, Landlord hereby notifies Tenant that the interest created by this Lease may be subject to property taxation and Tenant may be subject to the payment of a property/possessory interest tax levied on such interest. Tenant shall be solely responsible for the payment of such taxes and shall defend, indemnify and hold Landlord harmless from and against any and all claims or actions for payment (or nonpayment) of such taxes.

Section 21. Miscellaneous.

A. This Lease applies to and binds the successors and assigns of the Parties to this Lease;
B.. This Lease shall be governed by and construed in accordance with the laws ofthe State of California;
C. This Lease (including the Exhibits) constitutes the entire agreement of the Parties as to the subject matter hereof, and supersedes all prior written and verbal agreements, representations, promises and understandings between the Parties. Any amendments to this Lease shall be in writing and executed by the Parties; D. If any provision of this Lease is deterinined by a court of competent jurisdiction invalid or unenforceable, to the remainder of this Lease or the application of such provision to persons other than those as to whom it is held invalid or unenforceable will not be affected and each provision of this Lease will be valid and enforceable to the fullest extent permitted by law unless such invalidity or unenforceability materially affects the purpose and reasons ofthe Parties for entering into this Lease; and E. 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 costs and any other relief, be entitled to recovery of its reasonable attorneys'ees, including fees for in-house counsel of the Parties at rates prevailing in San Bernardino County, California.

Section 22. Recordation. In entering into this Lease, Tenant and Landlord acknowledge and agree that, among other things, it is the express intention of the parties that any and all other persons and/or potential successors in interest and assigns of Tenant have actual and constructive notice of Tenant's obligations under, and the benefits and burdens of, this Lease. Therefore, the Parties agree to execute a Memorandum of WSF Site Agreement (Exhibit "D"), which shall be recorded by Tenant in the official records of the County of San Bernardino. Said Memorandum shall be recorded prior to New chai,uisr Demboin Redlands
lapse cil6Regular Meeting of 09-02-25 327 of 1096
commencement of construction. The cost of the recording ofthis Memorandum shall be paid for by Tenant.

Section 23. Subordination and Non-Disturbance. At Landlord's option, this Lease shall be subordinate to any mortgage or other security interest given by Landlord which from time to time may encumber all or part of the Property or right-of-way; provided, however, every such mortgage or other security interest shall recognize the validity of this Lease in the event of a foreclosure of Landlord's interest and also Tenant's right to remain in occupancy of and have access to the Site as long as Tenant is not in default of this Lease. Landlord and Tenant shall execute whatever instruments may reasonably be required to evidence this subordination clause. In the event the Property is encumbered by a mortgage or other security interest, Landlord will, immediately after this Lease is executed, obtain and furnish to Tenant, a non-disturbance agreement from for each such mortgage or other security interest in recordable form. In the event that Landlord defaults in the payment and/or other performance of any mortgage or other security interest encumbering the Property, Tenant, may, at its sole option and without obligation, cure or correct Landlord's default and upon doing so, Tenant shall be subrogated to any and all rights, titles, liens and equities ofthe holders of such mortgage or security interest and Tenant shall be entitled to deduct and setoff against all rents that may otherwise become due under this Lease the sums paid by Tenant to cure or correct such defaults.

Section 24. Destruction of Site. If the Site or Property is destroyed, or damaged so as to hinder Tenant's effective use of the Site, Lessee shall have the option to attempt to correct the damage, in which event Landlord shall make available to Tenant within five (5) days a temporary site on the Property (or on other property owned or controlled by Landlord) that is mutually agreeable to both Landlord and Tenant and suitable for Tenant's use. Tenant may construct, operate, and maintain substitute Wireless Service Facilities thereon until the original Wireless Service Facilities are fully restored and operational on the Premises. Rent shall abate in full during any time that Tenant is unable to operate Wireless Service Facilities on the Property. Alternatively, Tenant may elect to terminate this Lease as of the date of the damage or destruction by so notifying Landlord no more than 30 days following the date of damage or destruction.

Section 25 Condemnation. If a condemning authority takes all or a portion of the Property, which taking renders the Site unsuitable for Tenant's use, then Tenant may terminate this Lease as of the date when possession is delivered to the condemning authority. In any condemnation proceeding each party shall be entitled to make a claim against the condemning authority for just compensation, Sale of all or part ofthe Site to a purchaser with the power of eminent domain in the face of exercise of such power shall be treated as a taking by the condemning authority,
Section 26 Pre-Construction Testinp. Tenant shall have the right (but not the obligation) at any time following the full execution of this Lease, to enter the Site for the New Curauiar l)oarborrr l.caro Nbb Redlands Regular Meeting of 09-02-25 10 328 of 1096
purposes of making necessary inspections and engineering surveys (and soil tests where applicable) and other reasonably necessary tests (collectively "Tests") to determine the
suitability ofthe Site for the WSF and for the purpose of preparing for the construction of the WSF. During any Tests or pre-construction work, Tenant will have insurance as set forth in this Lease. Tenant will notify Landlord of any proposed Test or pre-construction work and will coordinate the scheduling ofthe same with Landlord. IfTenant determines that the Site is unsuitable for Tenant's contemplated use, then Tenant will notify Landlord and this Lease will terminate.

IIcw Curgulw Ocsrbr»u Redlands
I case 1-06Regular Meeting of 09-02-25 329 of 1096
IN WITNESS WHEREOF, the Parties hereto have set their hands and affixed their seals the day and year first above written.

LANDLORD: TENANT:

City of Redlands,
a municipal corporation
New Cingular Wireless PCS, LLC,
a Delaware limited liability company
By:
ayor, Cfty ol'Redlands
Jon Harrison
itic: Execu Irectcr, Network OPe Greater LA
Date: July 18, 2006
Attest as to Mayor's signature:
(C3~'~s
City+fork, Lorrgeozer
Date: ~ ll0) 0@
Attest as to signature:

Title:

Name:

Date: July 18, 2006 Date:

New Ongnlm Deeense hesae l-hh Redlands Regular Meeting of 09-02-25 12 330 of 1096
EXHIBIT "A"

THE LAND SHOWN HEREON IS SITUATED IN THE CITY OF REDLANOS, COUNTY OF SAN BERNARDINO, STATE OF CAUFORNIA AND IS DESCRIBED AS FOLLOWS:

THAT PORTION OF LOT 15 AS LAID DOWN IN THE PLAT OR MAP OF THE CHICAGO COLONY RESERVATION, AS SURVEYED AND PLATI'ED T.M. PARSONS SURVEYOR, AND ON RECORD WITH THE

OFFICE OF THE COUNTY RECORDER OF SAN BERNARDINO COUNTY ANO BEING ALSO PART OF BLOCK 77 OF THE SAN BERNARDINO RANCHO DESCRIBED AS FOLLOWS:

BEGINNING AT A POINT IN THE CENTERLINE OF DEARBORN STREET 44790 FEET SOUTH OF THE INTERSECTION OF THE CENTERUNE OF DEARBORN STREET AND TERRACE AVENUE; THENCE LEAVING SAID CENTERLINE AND RUNNING SOUTH 89'44'40" WEST 30,00 FEET TO THE ?ELLE POINT OF BEGINNING;
THENCE NORTH 63'29'00" EAST, 105.'IO FEET;
THENCE NORTH 52'00'00" EAST, 105.39 FEET;
THENCE NORTH 89'45'10" EAST, 586.19 FEET;
THENCE SOUTH 11'l1'38" WEST, 518,56 FEET TO A POINT ON A NON-TANGENT CURVE CONCAVE NORTHEASTERLY, WHOSE RADIUS IS 5460,00 FEET, THE RADIAL OF SAID CURVE BEARS NORTH 19'15'22" EAST FROM SAID POINT;
THENCE MOVING NORTHWESTERLY ALONG SAID CURVE, AT AN ANGLE OF 0239'36.", A DISTANCE OF 253.49 FEET;
THENCE TANGENT TO SAID CURVE NORTH 68'05'02" WEST, 457.81; THENCE NORTH 00'15'20" WEST, 134.37 FEET TO THE TRUE POINT OF BEGINNING.

CONTAINS 268,765.20 SQ. FEET ~ 6.17 ACRES
A1TACHED HERETO IS A PLAT LABELED "EXHIBIT A-I" AND BY THIS REFERENCE MADE A PART HEREOF.

THE FOLLOWING PARCELS LIE WITHIN THE HEREIN ABOVE DESCRIBED LAND AND ARE HEREBY DESCRIBED AS FOLLOWS:

Omen 1 (LEASE Anal

BEGINNING AT THE SAID CENTERUNE INTERSECTION OF DEARBORN STREET AND

TERRACE AVENUE, AS SHOWN ON SAID PLATI
THENCE ALONG SAID CENTERLINE OF DEARBORN STREET SOUTH OIFI5'20"E 505.91 FEET TO A POINT HEREAFTER DESCRIBED AS POINT "A"; THENCE LEAVING SAID CENTERUNE AND RUNNING NORTH 89'44'40" EAST A DISTANCE OF 91.61 FEET; THENCE SOUTH 64'07'23" EAST, 164.45 FEET; THENCE SOUTH 75'23'30 EAST, 128.17 FEET:

THENCE SOUTH 40'07'10'AST, 51,96 FEET:

THENCE SOUTH 90'00'00" EAST, 35,07 FEET;
THENCE SOUTH 45'00'DO'AST, 2.65 FEET TO THE TRUE POINT OF BEGINNING THENCE EASI; 45.72 FEET; THENCE SOUTH, 18.50 FEET;
THENCE WEST, 50.00 FEET; THENCE NORTH, 18.50 FEET; THENCE EAST, 4.28 FEET TO THE TRUE POINT OF BEGINNING.

CONTAINS 925 SQ. FEET ~ 0.02 ACRES„CALCULATED„
ATTACHED HERETO IS A PLAT LABELED "EXHIBIT A-I" AND BY THIS REFERENCE MADE A PART HEREOF.
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PREPARED RY.'HEET
X cingular ~~/ ~~ WIRELESS LANp SUR+YlNG Jj MApplNG
'I9900 PARK PLAZA DFIIVB 5188 AIRWAY AYE. SMITE Kl
CEARm8, CA 90706 COSTA MESA CAUFORIRA 02528
71h 557-1587 OFFlCE CHECKEDI SH
71h 557-1588 FAX JOBF 000.001
Redlands Regular Meeting of 09-02-25 331 of 1096
EXHIBIT "A"
PAQCBL 2 llftIUTY EASEMENT;
A STRIP OF IAND 2.00 FEET IN WIDTH, BEING 1.00 FEET ON EACH SIDE OF THE FOLLOWING DESCRIBED LINE;
BEGINNING AT THE ABOVE MENTIONED POINT "A";
THENCE NORTH 89'4440" EAST A DISTANCE OF 91.61 FEET TO THE TRUE POINT OF BEGINNING; THENCE SOUTH 64'07'23" EAST. 18445 FEET; THENCE SOUTH 75'23'30" EAST, 128.17 FEET; THENCE SOUTH 40'07'10" EAST. 51.98 FEET; THENCE WEST, 24.04 FEET', THENCE NORTH 40'07'10" WEST, 13.03 FEET; THENCE, RETRACING THE PREVIOUS DESCRIBED UNE TO A POINT HEREIN AFTER, SOUTH @F07 10" EAST, 13.03 FEET; THENCE EAST, 59.11 FEET; THENCE SOUTH 45'00'00" EAST, 2.65 FEET TO THE NORTH UNE OF THE BEFORE MENTIONED PARCEL 1.

THE SIDEUNES OF SAID STRIP OF LAND TO BE LENGTHENED OR SHORTENED TO INTERSECT AT ALL ANGLE POINTS, THE NORTH LINE OF PARCEL 1 AND ALL UTILIRY FACILITIES.

CONTAINS 836 SQ. FEET 44 0.02 ACRES CALCULATED
ATTACHED HERETO IS A PLAT lABELED "EXHIBIT A-2" AND BY THIS REFERENCE MADE A PART HEREOF, PAEECFL 3 FACCSNEB SABEMENYI:

A STRIP Of LAND 15.00 FEET IN WIDTH. BEING 7.5 FEET ON EACH SIDE OF THE FOLLOWING DESCRIBED UNE:

BEGINNING AT ABOVE MENTIONED POINT "A"; THENCE SOUTH 00'15'20" EAST, 59.39 FEET; THENCE NORTH 8IF44'40" EAR; 30.00 FEET TO THE TRUE POINT OF BEGINNING; THENCE SOUTH 88'36'08'AST. 32.43 FEETI THENCE SOUTH 68'36'08" EAST, 80.97 FEET; THENCE SOUTH 6T28'25" EAST, 100.00 FEET; THENCE SOUTH 6T45'10" EAST, 100.01 FEET; THENCE SOUTH 68'36'55" EAST, 54,35 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE NORTHWESTERLY, WHOSE RADIUS IS 19,50 FEET IN LENGTH; THENCE ALONG SAID CURVE NORTHEASTERLY THROUGH AN ANGLE OF 94'34'40" A DISTANCE OF 32.19 FEET; THENCE NORTH 16'48'24" EAST, 48.54 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE SOUTHEASTERLY, WHOSE RADIUS IS 19.50 FEET IN LENGTH; THENCE ALONG SAID CURVE NORTHEASTERI.Y THROUGH AN ANGLE OF QZ35'17" A DISrANCE OF 31.51 FEET; THENCE SOUTH 7r36'19" EAST, 5.34 FEET TO

THE BEGINNING OF A TANGENT CURVE CONCAVE SOUTHWESFERLY, WHOSE RADIUS IS

19.50 FEET IN LENGTH; THENCE ALONG SAID CURVE SOUTHEASTERI.Y THROUGH AN ANGLE OF 60'59'48" A DISTANCE OF 20,76 FEET'HENCE SOUTH 09'36'31" EAST

10.95 FEET TO SAID NORTHERLY UNE OF PARCEL 1.

THE SIDEUNES OF SAID STRIP OF LAND TO BE LENGTHENED OR SHORTENED TO INTERSECT AT ALL ANGLE POINTS, THE NORTH LINE OF'ARCEL 1, AND THE EASTERLY UNE OF DEARBORN STREET.

CONTAINS 6970.0 SQ. FEET 0.18 ACRES CALCULATED
ATTACHED HERETO IS A PLAT LABELED "EXHIBIT A-3" AND BY THIS REFERENCE MADE A PART HEREOF.
5 DAlE

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CBRRITDB, GA 90708 COSTA MESA, CAUFORHIA 22525
714 557-1557 OFFICE CHECKED: EH
714 557-1555 FAX NODE 30D.OEI
Redlands Regular Meeting of 09-02-25 332 of 1096
EXHIBIT "A-1N
I
I
~ ss
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LEFKFIN 0~~

01.81 NB F44'48sE
5«L01 NO AIFSCFW
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134 37 NOOcllF«FW
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44 55 NSWSS'88"W
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5L04 NBOcOFISne

5.54 NFWSWI~
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2 85 NBSBNF«FW
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laeo N«F«F«FE
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54c45 N847FFSEn0
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SLIS 10,50

51.01 1050
2L70 ILSO
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L2
LS
L4
Le
LS
L7
Le
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L12
Lle
L'14
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L17
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L20
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LAND SURVEYING & MAPPING
12000 PARK PLAZA 01EVE 3188 AIRWAY A%. SUIIE KI
CERRAOS, CA 00703 COSTA MESA, CAUFCRNIA 92828
714 557-1587 OFFICE CHBCKEBc BH
Redlands Regular Meeting of 09-02-25 333 of 1096
EXHIBIT "A-2"
POINT
R
All
TPOB
~L1
~30,00 aa
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~<to
128.17 N75>3'30'W
184.45 N84'Ol'23'W
30 00 NSS'44 40 E

7.81 NSITES'00'W

42.58 NQNS'00'W
L13 4IL54 N1S'48'24'E L28
L14 24.04 NQO'00'00"W L27
L15 13.03 N40'07'1ORW L2S
L18 51.98 N41707'10nW L29
L17 5 34 Nlo'38'1Q W LM
L18 10.9b NOQ'38'31 W
L19 2.85 Nhb'00'00'W
L20 3IL07 NQOEN'00 W
L21 4.28 NOIR'M"W
L22 18,50 NOI700'00 E REVISKSN
L23 4IL72 Nba'00 W
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L25 18,50 Noo'00'00'E
I 5 IOROI94 acao na HRR aan caCanc I
OR 9 Opaa Rcnao aRoa 93awn co
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cingular
LAND SURVEYING 8c MAPPING
PARK PLAZA DRIVE 3155 AIRWAY AYE. SUIYE KI
CERIQTOS, CA 9970$ COSTA BIESAI CAUFCRIBA F2525 BY: CW
7IB 557 1557 OFFICE CHECKED: BH
71B 557-1555 FAX JCBB BDD.CBI

UNE TABLE

UNE LENOTH SEARINO
L1 91.51 Nbs'44'40'E
L2 SOL91 NOO'l5'20'W
L3 59.38 NOBIS'20'W
L4 3LOO Nds'44'40'E
LS 10L10 N83'29900 E
Le 134,37 NEKPIS'20'W
L7 'IOL39 NS2'00'OO E
Lb 32 43 Ndb'38'08 W
Ls 100.00 NST28'25'W
L10 80.97 NSS'38'Od"W
L11 100.01 N87'48'10"W
L12 54935 Ndd'38'SS W
IBGAL DNCRPlION
SlTN NO. mtOOVO-Oi
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32.19 19,5O 94~'40" ~
~ ~~~ /
03 92
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19.50 SIPSQ'4E"

RGGRIT I
I~ 1
Redlands Regular Meeting of 09-02-25 334 of 1096
EXHIBIT "B"
TO

DESCRIPTION OF LEASED SITE
Page I of 3
Plans/drawings describing the leased Site and location of electrical and telephone utility routes consisting of 3 pages attached hereto.

Landlord's Initials
Tenant's Initials
New Cicgclci Dcmbcic Lccec I-0<i Redlands Regular Meeting of 09-02-25 17 335 of 1096
EXHIBIT "B"

Page 2 ends

sa soa sa sa
II( ilm( II(II'
IQsm3
< I
SC) S
CB @
Landlord's Inil.isis
Tenant's Initials
Now Cmgulas l)easbos ~ l.csee l 06 Redlands Regular Meeting of 09-02-25 I8
336 of 1096
EXHIBIT "B"

Page 3 ends

I~)
Landlord's Initials
Tenant's Initials
New Cmgulei nembeee 1 eece 1-06 19
Redlands Regular Meeting of 09-02-25 337 of 1096
EXHIBIT "C"
TO

WIRELESS SERVICE FACILITY LAND LEASE AGREEMENT

BETWEEN THE CITY OF REDLANDS AND

NEW CINGULAR WIRELESS PCS, LLC

TENANT' CONDITIONAL USE PERMIT
Conditional Use Permit No. 872 Tenant's Conditional Use Permit issued by the City of Redlands consisting of pages attached hereto.

The Conditional Use Permit will be attached after this lease is signed upon issuance of the Conditional use Permit by the City to Tenant.

Landlord Initials
Tenant Initials
New Cmgelar Leearbern Lease 1-06 Redlands Regular Meeting of 09-02-25 20 338 of 1096

MEMORANDUM OF LKASK
[FOLLOWS ON NEXT PAGE]
New Cmgulei Oemboi ~ l.eeee I-06 Redlands Regular Meeting of 09-02-25 21 339 of 1096
EXHIBIT "D"
TO

WIRELESS SERVICE FACILITY LAND LEASE AGREEMENT

BETWEEN THE CITY OF REDLANDS AND

NEW CINGULAR WIRELESS PCS, LLC
When Recorded Return To:

Cl neular Wireless
Attn. Leaal Detsartment
15East Jtftdland Avenue
Paramus. NJ 07652
Re: Cell Site tt ES0079-01
Cell Site Name: Citv ofRedlands Dearborn Reservoir
State: California
County: San Bernardino
APN: 0170-302-06, 0170-302-17, 0170-302-18
Space Above This Line For Recorder's Use Only

MEMORANDUM
OF
LEASE
This Memorandum of Lease is entered into on this 18th day ofJuly, 2006, by and between the City of Redlands, a municipal corporation (oLandlordo) and New Cingular Wireless PCS, LLC, a Delaware limited liability company, having a mailing address of 6100 Atlantic Boulevard, Norcross, Georgia 30071 (hereinafter referred to as "Tenant" ). Landlord and Tenant are individually referred to herein as a "Party," and collectively as the "Parties."

1. Landlord and Tenant entered into a certain Lease Agreement (oLeaseo) on the 18th day of July, 2006, for the purpose of installing, operating and maintaining a communications facility and other improvements. All ofthe foregoing are set forth in the Agreement.

2. The initial Lease term will be five (5) years (eInitial Term" ) commencing on the Effective Date ofthe Lease, with four (4) successive five (5) year options to renew.

3. The property being leased to Tenant (the "Property" ) is described in Exhibit A annexed
hereto.

4. This Memorandum of Lease is not intended to amend or modify, and shall not be deemed or construed as amending or modifying, any of the terms, conditions or provisions of the Agreement, all of which are hereby ratified and affirmed. In the event of a conflict between the provisions of this Memorandum of Lease and the provisions of the Agreement, the provisions ofthe Agreement shall control. The Agreement shall be binding upon and inure to New Ciaeslar Dearborn Lease l-063 22
Redlands Regular Meeting of 09-02-25 340 of 1096
the benefit of the parties and their respective heirs, successors, and assigns, subject to the provisions ofthe Agreement.

IN WITNESS WHEREOF, the parties have executed this Memorandum of Lease as of the day and year first above written.

LANDLORD: TENANT:

City of Redlands,
a municipal corporation
New Cingular Wireless PCS, LLC,
a Delaware limited liability company
sr. C/~/434kSK
ayor, City of Redlands
Jon Harrison
Date: July 18, 2006
Attest as to Mayor's signature:

GQ~~ K~3
Citygferk, LorgeePyzer
Title: axe e Oirseter, Nstweritcns Orsatsr m
Date: 1)10 I 0 &
Attest as to signature:

Name:

Title;
Date: Julv 18, 2006 Date:
[ACKNOWLEDGMENTS APPEAR ON THE NEXT PAGE]
Nav cinsulsr Demean i~use I.()6 23
Redlands Regular Meeting of 09-02-25 341 of 1096

ALL-PURPOSE ACKNOWLEDGMENT

STATE OF CALIFORNIA )

COUNTY OF SAN BERNARDINO ) SS

CITY OF REDLANDS )
By the authority granted under Chapter 4, Article 3, Section 1181,ofthe California Civil Code, and Chapter 2, Division 3, Section 40814, ofthe California Government Code, on July 18, 2006, before me, Teresa Ballinger, Assistant City Clerk, on behalf of Lorrie Poyzer, City Clerk of the City of Redlands, California, personally appeared Jon Harrison and Lorrie Poyzer {X} personally known tome - or - {} proved to me on the basis of satisfactory evidence to be the persons whose names) are subscribed to the within instrument and acknowledged to me that they executed the same in their authorized capacities and that by their signatures on the instrument the persons, or the entity upon behalf of which the persons acted, executed the instrument. iiiIIIiiiiio
/Ig~
pr. Rpp
0 coapoq x O
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t/~pe&% i/g~r
IInnniuiu
WITNESS my hand and official seal.

LORRIE POYZER, CITY CLERK
By~40$JLIA
Teresa Ballinger, Assistant CitgCIerk
(909)798-7531

CAPACITY CLAIMED BY SIGNER(S)
{ } Individual(s) signing for oneself/themselves
{ } Corporate Officer(s)
Title(s)
Company
{ } Partner(s)
Partnership
{ } Attorney-In-Fact
Principal(s)
{ } Trustee(s)
Trust
{x } Other
Title(s): Mayor and City Clerk
Entity Represented: City of Redlands, a municipal corporation THIS CERTIFICATE MUST BE ATTACHED TO THE DOCUMENT DESCRIBED BELOW:

Title or Type of Document: Memorandum of Lease
Signer(s) Other Than Named Above: Martha Ventura, Executive Director, Network Ops Greater LA; New Cingular Wireless PCS, LLC
Redlands Regular Meeting of 09-02-25 342 of 1096
Jul-IT-OO 09I'29am From-CITY OF REDLANDS MUNICIPAL UTILITIES 90929916TO T-962 P.OI/01 F-TOT CAI,OPORN6A Al L 69MROPQSE ACKOI64W1Ã69QMR667
State ot Ceiitarnia
COunty Of ryp/raut g,g
On d fu im . VoaG befomms, 0 c ital( L/nut /-erwt
IVIV 'w wvl Ta Il cnew I 9
lww ow, tl ur pww I
psmanaity appeared )Jrta/+4m Lyd~/my o
Novel/clean i I
l2f-qaraanalty knawn tO me
ip proved to me an ms basis of sassfactory
evidence
)66.6,=='==...1
ta be the person(e} whose name(s) is/ars
aubscrrbsd to the within irlstrumsnt anti
acknowledged ta me inst hs/she/they executed
ths same in ~/hernbetr authorised
capacity(ies), and that by bia/her/their
signature(s} on ttle instrument Ine person(s}, or
lne snbty upon behalt ot wnicn ms psrson(e}
amsd, executed the instrument
wlTNESS my hand and afticial seal
n~liaewmrywtl
OP7ION/ftL
rn ucn me intoimatron aaew uiwr requrrao oy uw n may prove vatuaoia ro pumonv ivryms on tea cfocumant arnicovlo p vanr
rru u wnr ramo e ano raamcnrrwnr or mo term m anomer aocwrrern.

Description of Attached Document
Title or Type ol Dacument
Dacument Oats. Number of Pages;
Signer(a) Other Tnan Named Above
Capacity(tes) Ciaimeci tty Signer
Signer'9 Name
..Inaiviauai
;.I Corporate Officer —Title(5)
il Panner —L omited i General
( Anarney in.pact
~ Trustee
I Quar den ar Conservator
- I Other:
vtlo ~WWIWVIO'll I~ ~twnwtln'~
Topuin ma nein 'l
Signer IS Repreaenbng.
'4. = vtwllu wtwwwvvmuwww ~ III o 9 wn po ow ewa.cntt cnv,cnclitv-"wv m nlwnwwwnoo Pvu N 9'rvt nwlv I cwllw I lacootetwt Redlands Regular Meeting of 09-02-25 343 of 1096

EXHIBIT DAN
TO

WIRELESS SERVICE FACILITY LAND LEASE AGREEMENT

BETWEEN THE CITY OF REDLANDS AND

NEW CINGULAR WIRELESS PCS, LLC

DESCRIPTION OF PROPERTY
APN ¹:0170-302-06, 0170-302-17, 0170-302-18
to the Memorandum of Lease dated July 18, 2006, by and the City of Redlands, a municipal corporation ("Landlord" )
and New Cingular Wireless PCS, LLC, a Delaware
limited liability company, having a mailing address of 6100 Atlantic Boulevard, Norcross, Georgia 30071 (hereinafter referred to as "Tenant" ). Landlord and Tenant are individually referred to herein as a "Party," and collectively as the "Parties." Landlord owns certain property with an address of 500 N. Dearborn Avenue, Redlands, California 92374 hereinafter identified as the "Property," legally described as follows:

EXHIBIT "Ase Description of property consisting of 4 pages attached hereto:

New Clngnlai Dearborn Lease w-exlilb its-final
539970.10
Redlands Regular Meeting of 09-02-25 344 of 1096
EXHIBIT "A"
I FCAL DF%%IWlOhh

THE LAND SHOWN HEREON IS SITUATED IN THE CITY OF REDLANDS, COUNTY OF SAN BERNARDINO, STATE OF CAUFORNIA AND IS DESCRIBED AS FOLLOWS:

THAT PORTION OF LOT 15 AS LAID DOWN IN THE PLAT OR MAP OF THE CHICAGO COLONY RESERVATION, AS SURVEYED AND PLATTED T,M. PARSONS SURVEYOR, AND ON RECORD WITH THE

OFFICE OF THE COUNTY RECORDER OF SAN BERNARDINO COUNTY ANO BEING ALSO PART OF BLOCK 77 OF THE SAN BERNARDINO RANCHO DESCRIBED AS FOLLOWS:

BEGINNING AT A POINT IH THE CENTERUNE OF DEARBORN STREET 447,90 FEET SOUTH OF THE INTERSECTION OF THE CENTERUNE OF DEARBORN STREET AND TERRACE AVENUE:

THENCE LKAVINC SAID CENTERUNE AND RUNNING SOUTH 89'44'40" WEST 30.00 FEET TO THE ?@JAN POINT OF BEGINNING;
THENCE NORTH 83'29'00" EAST, 105.10 FEET;
THENCE NORTH 52'00'00" EAST, 105.39 FEET;
THENCE NORTH 89'45'10" EAST, 585.19 FEET;
THENCE SOUTH 11'11'38" WEST, 518.58 FEET TO A POINT ON A NON-TANGENT CURVE CONCAVE NORTHEASTERLY. WHOSK RADIUS IS 5460.00 FEET, THE RADIAL OF SAID CURVE BEARS NORTH 19'15'22" EAST FROM SAID POINT;
THENCE MOVINC NORTHWESTERLY ALONG SAID CURVE, AT AN ANGLE OF 0239'38,", A DISTANCE OF 253 49 FEET;
THENCE TANGENT TO SAID CURVE NOR1H 68'05'02" WEST, 457.81; 'IHENCE NORTH 0015'20'EST, 134.37 FEET TO THE TRUE POINT OF BEGINNING.

CONTAINS 288,785.20 SQ. FEET ~ 5.17 ACRES
ATTACHED HERETO IS A PLAT lABELED "EXHIBIT A-1" AND BY THIS REFERENCE MADE A PART HEREOF.

THE FOLLOWING PARCELS UE WITHIN THK HEREIN ABOVE DESCRIBED IAND AND ARE HEREBY DESCRIBED AS FOLLOWS:

PJlRVL 1 JLÃSek'89'kb

BEGINNING AT THE SAID CENTERUNE INTERSECTION OF DEARBORN STREET AND TERRACE AVENUE, AS SHOWN ON SAID PLAT;
THENCE ALONG SAID CENTERUNE OF DEARBORN STREET SOUTH 00'15'20"E 505.91 FEET TO A POINT HEREAFTER DESCRIBED AS POINT "A"; THENCE LEAVING SAID CENTERUNE AND RUNNING NORTH 89'44'40" EAST A DISTANCE OF 91.81 FEKr; THENCE SOUTH 84'07'23" EAST, 184,45 FEET; THEHCE SOUTH 7F23'30" EAST, 128.17 FEETI
THENCE SourH 41707'IO EAST, 51.98 FEET;
THENCE SOUTH 90'00'00'AST, 35.07 FEET;
THENCE SOUTH 45'00'00'AST, 2.85 FEET TO THE TRUE POINT OF BEGINNING THENCE EAST, 45.72 FEET; THENCE SOUTH, 18.50 FEET;
THENCE WEST, 50.00 FEET; THENCE NORTH, 18.50 FEET; THENCE EAST, 4.28 FEET TO THE TRUE POINT DF BEGINNING.

CONTAINS 925 SQ. FEET ~ 0.02 ACRES CALCULATED„
ATTACHED HERETO IS A PLAT LABELED "EXHIBIT A-1" AND BY THIS REFERENCE MADE A PART HEREOF.

J DA1E
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714 55'7-1557 CFFICE
714 557-1555 FAX
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MJTIEN: 01/20/N
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Josl Bee,ee1
Redlands Regular Meeting of 09-02-25 345 of 1096
EXHIBIT "A"
PAROWL 2 (UllLhY ELBWMWNh;
A STRIP OF LAND 2.00 FEET IN WIDTH. BEING 1.00 FEET ON EACH SIDE OF THE FOLLOWING DESCRIBED LINE:

BEGINNING AT ME ABOVE MENTIONED POINT "A";
THENCE NORTH 89'44'40'AST A DISTANCE OF 91.61 FEET TO THE TRUE POINT OF BEGINNING; THENCE SOUTH 64'07'23" EAST, 164,45 FEET; THENCE SOUTH 75 23'30" EAST. 128.17 FEETI THENCE SOUTH 40'07'10'AST, 51.96 FEET; THENCE WEST, 24.04 FEET; THENCE NORTH hf707'10'EST,

13.03 FEETl THENCE, RETRACING THE PREVIOUS DESCRIBED UNE TO A POINT HEREIN AFTER, SOUTH 40'07'10" EAST, 13.03 FEET; THEHCE EAST, 59.11 FEET; THENCE SOUTH 45'00'00" EAST, 2.65 FEET TO THE NORTH LINE OF THE BEFORE MENTIONED PARCEL 1.

THE SIDEUNES OF SAID STRIP OF lAND TO BE LENGTHENED OR SHORTENED TO INTERSECT AT ALL ANGLE POINTS, THE NORTH UHE OF PARCEL 1 ANO ALL UTILITY FACIUTIES.

CONTAINS 836 SQ. FEET ~ 0.02 ACRES CALCUlhTED
ATTACHED HERETO IS A PLAT LABELED "EXHfBIT A-2" AND BY THIS REFERENCE MADE A PART HEREOF.

PAOPEL S thOO988 WAB95IEMQ
A STRIP OF LAND 15,00 FEET IN WIDTH, BEING 7.5 FEET ON EACH SIDE OF ME FOLLOWIHG DESCRIBED UHE:

BEGINNING AT ABOVE MENTIONED POINT "A"; MENCE SOUTH DI715'20" EAST, 59.39 FEET; THENCE NORTH 89'44'40 FAST, 30.00 FEET TO THE TRUE POINT OF BEGINNING; THENCE SCUM 6IF36'08'AST, 32.43 FEET; THENCE SOUTH 68'38'08'AST. 60.97 FEET; THENCE SOUIH 67'28'25" EAST, 100.00 FEET; THENCE SOUTH 67'45'10" EAST, 100.01 FEET; THENCE SCUM 68'36'55" EAST> 54.35 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE NORfHWESTERLY, WHOSE RADIUS IS 19.50 FEET IH LENGTH:

THENCE ALONG SAID CURVE NORTHEASTERLY THROUGH AN ANGLE OF 94'34'40" A DISTANCE OF 32.19 FEETl THENCE NORTH IIF48'24" EAST, 48.54 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE SOUTHEASTERLY, WHOSE RADIUS IS 19.50 FEET IN LENGTHl THENCE ALONG SAID CURVE NORTHEASTERLY THROUGH AN ANGLE OF 92'35'l7' DISTANCE OF 31.51 FEET; THENCE SOUTH 7IF36'19'ASI; 5.34 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE SOUTIR5ESTERLY, WHOSE RADIUS IS

19.50 FEET IH LENGM; THENCE ALONG SAID CURVE SOUTHEASTERLY THROUGH AN ANGLE OF IK759'48' DNTANCE OF 20.76 FEET: THENCE SCUM 09'36'31 EAST

10.95 FEET TO SAID NORTHERLY UNE OF PARCEL 1.

THE SIDEUNES OF SAID STRIP OF LAND TO BE LENGTHENED OR SHORTENED TO INTERSECT AT ALL ANGLE POINTS, THE HORTH UNE OF PARCEL 1, AND THE EASTERLY UNE OF DEARBORN STREET.

CONTAINS 6970.0 SQ. FEET ~ 0.16 ACRES CALCULATED
ATI'ACHED HERETO IS A PlAT LABELED "EXHIBfT A-3'ND BY THIS REFERENCE MADE A PART HEREOF.
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Redlands Regular Meeting of 09-02-25 346 of 1096
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Redlands Regular Meeting of 09-02-25 347 of 1096
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Redlands Regular Meeting of 09-02-25 348 of 1096
KS0089-01 'Dearborn
Resevoir'.N.D.A.
- Not Required, per Title Review Memo.

Redlands Regular Meeting of 09-02-25 349 of 1096
Lease No.

Structure No. 10103767

SITE LEASE
to the Master Lease Agreement between New Cingular Wireless Headquarters, LLC a Delaware limited liability company d/b/a "Cingular Wireless" and, together with its wirehss communications a%1iates which elect to participate in this Lease, collectively "Landlord" and CLEARWIRE LLC, a Nevada limited liability company (predecessor-in-interest to CLEARWIRE US LLC) ("Tenant" ).

1. Site No./Name: Landlord: FA¹ 10103767/ ES-0079-01
Tenant: CA-RYS 1513 / Dearborn Street Monouine

2. Name of Tenant Affiliates: Clear Wireless LLC. a Nevada limited liabilitv comnanv

3. Site Address (street address snd legal description —attach if necessary):
444 North Dearborn Street. Redlands. San Bernardino Countv. California

4. Site Latitude and Longitude: 34-3-33.588N 117-8%6.103W

5. Commencement Date: The earlier of: (i) the date Tenant commences construction of its Facilities or (ii) one hundred and twenty (120) days after the execution ofthis Site Lease by both Landlord and Tenant.

6. Monthly Rent: One Thousand Two Hundred Dollars ($1,200.00).

7. Term: Five (5) years, with Four (4) renewal terms ofFive (5) years each.

8. Site Landlord-Owned: or Landlord-Leased: ~.

If Leased, Term of Underlying Lease: Commencing August 28, 2006 for an initial term offive (5) years, and for thee (3) additional five (5) year terms.

9. Special Access Requirements: N/A

10. Existing Mortgages, etc.:~/

11. Existing Environmental Issues: )q/A

12. Landlord Contact for Access for Emergency: NOC (800) 638-2822

13. Tenant Contact for Emergency: NOC: 1-866-316-7575

14. Tenant Address for Notice Purposes:

Clear Wirelcss LLC
Attn: Site Leasing
4400 Carillon Point
Kiddand, WA 98033
Redlands Regular Meeting of 09-02-25 350 of 1096
With a Copy to:

Clear Wireless LLC
Attn: Legal Department
4400 Carillon Point
Kirk)and, WA 98033

15. Landlord Address for Notice Purposes:

AT&T Mobility
Attn: Network Real Estate Administration
Re: Cell Site ¹ 87568; Cell Site Name: ES-0079-01 (CA)
FA¹ 10103767
12555 Cingular Way, Suite 1300
Alpharetta, GA 30004
With a Copy to: (USPS)
AT&T Mobility
Attn: Legal
Re: Cell Site ¹
87568; Cell Site Name: ES-0079-01 (CA)
FA ¹ 10103767
P.O. Box 97061
Redmond, WA 98073-9761
(Overnight)
AT&T Mobility
Attn: Legal
Re: Cell Site
¹87568; Cell Site Name: ES-0079-01 (CA)
FA ¹ 10103767
16331 NE 72 Way
Redmond, WA 98052-7827

16. Landlord Address for Rent Payments:

AT&T Mobility
Attn: Co-location A/R
Re: Cell Site ¹ 87568; Cell Site Name: ES-0079-01 (CA)
FA¹10103767
P.O. Box 97079
Redmond, WA 98073-9779

17. Special Provisions:
(a) The parties acknowledge that pursuant to this Site Lease, Tenant's proposed equipment is described in Exhibit 2. Prior to commencing construction to instaR Tenant's equipment, Tenant is required to have a passing structural analysis stating that the tower is of sufEcient structural capacity to accommodate Landlord's existing and future equipment, the equipment of cunent tenants on the tower, and Tenant's pmposed antennas and equipment. Notice to proceed with construction will be withheld until a passing structural analysis is approved by Landlord.

Redlands Regular Meeting of 09-02-25 351 of 1096
In the event the tower requires modification to support Tenant's Proposed Installation, Landlord's appmved vendor shall provide a Modification Plan for Tower Reinforcement and a quote for the required modifications ("Reinforcement Costs"). Tenant sbaB within thirty (30) days of receipt of the Reinforcement Costs, have the option to issue Landlord a purchase order or payment to proceed with the modifications, modify pmposed equipment to pass structural analysis, or terminate this Site Lease. Tenant's option sbaB be memorialized thmugh the execution of an amendment
(b) This Site Lease is contingent upon Prime Landlord's written consent to collocation/subleasing. Prime Landlord's consent has been requested by Landlord. No notice to proceed or commencement of construction shaB be issued to Tenant or started by Tenant until Landlord has been granted written consent by tbe Prime Landlord. Tenant further agrees and acknowledges that any additional monetary compensation required for consent will require an amendment to this Site Lease requiring Tenant to reimburse Landlord the cost of said compensation, equal to the amount paid to the Prime Landlord for consent. In the event that the Prime Landlord does not give consent within ninety days of full execution of this Site Lease, this Site Lease is void and of no further force or effect. In no event will Rent commence before Prime Landlord's consent is obtained.
[SIGNATURES ON NEXT PAGE]
[REMAINDER OF THIS PAGE LEFT BLANK]
Redlands Regular Meeting of 09-02-25 352 of 1096
Landlord:

New Cingular Wireless PCS, LLC,
a Delaware limited liability company
By: ATgt T Mobility Corporation
Its: Manager
By:

Name: Neil Boyer
Title: Diregtor - Network
Date: k'-f -O'
Tenant:

Clear Wireless LLC,
a Nev li 'iability company n..M
By
Attachments: Exhibit l: Legal Description
Exhibit 2: Description of Antennas/Dishes
Location(s)
Exhibit 3:

Exhibit sh
Plans and Specifications
Existing Liens, Rights of Way,
Easements and Mortgages
Exhibit 5: Current Wireless
Communications Uses of Site
Redlands Regular Meeting of 09-02-25 353 of 1096

EXHIBIT I
Legal Description
A portion ofthe property described below and more commonly known as 444 North Dearborn Street, Redlands, San Bernardino, California
TIB Lhte SOWN IBREOH B SITUATED M 1HE CFIY OF IECLAIBL CCUHIY OF QN SERNAWSIQ, Sfittg OF LSOINIHth AHD ig
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WSSSNO AT A PIBTI M IIB CBIIKRLOB OF OQRSININ SIRTEf 447.00 FEEI'OUIH OF THK ~sicssmaiaat CF WB CEMIEISSB OF OQRSORH SIIIEET SNO IERRAOR httRNUB 1IBNCE LKNNEI SW CEHIBILDK HB ISSINMO SOUlll '44'4IP WESf SOAK FKIT IO Ittg Imtg IICNCE HORIH BF20100'ST, tOLIO PRET;
TIBHCK HORIH SSWIFOIP QST, ICL70 FEET;
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Redlands Regular Meeting of 09-02-25 354 of 1096
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10.00 PEKr W LEHOIHI 1HWKX AUS» QEI CLEAVE mUHSASrbur TIOKRASI AN AHOLS OF SOSS'WF A OSTWCE OF 20,74 FEET,'HKNCE SOUIH IWJS'SI" QST, sSS aa FPFT lta aSSl N%TNSLY LSK OF PARCEL. 1.

THE SSMSS OF SAKI SIRSs OF LWSI TO SE LENOIIONEO OR SHOITIQSD lO Sssasssea's AT ALL AHOIS PCOSS, TIC NORIH LSC OF PWCA I, AHO TIS'.

QSIERLY IJC OF OENWNN SI%Ef.

CONTAOS 00704 QL FIXf e ILIS ACST3 CAUllAIED
Redlands Regular Meeting of 09-02-25 355 of 1096
EXHIBIT 2
Description of Antennas / Dishes Location(s)
(including description ofthe antenna location, and location of ground equipment on the ground portion ofthe Premises)
Number of Antennas:

Antenna Manufacturer snd Type-Number.

Weight and Dimension of Antenna(s) (L x W x D):

Location of Antenna(s) on Tower (Approved RAD Center):

Number of MW Dishes:

MW Dish Manufacturer and Type-Number:

MW diameter and approved RAD Center:

Number of Transmission Lines:

Diameter and Length of Transmission Line:

Direction ofRadiation (Azimuth):

Dimensions of Tenant's Ground Space:

Frequencies/Max. Power Output:

Other Equipment to be placed on Tower:

Dimensions of Additional Equipment:

Three (3)
Kathrein 84010054
30 lbs: 42" x 12.7"x .2.8"
Fortv- Two Feet (42'\
Two (2)
Andrew VHLP2-18
26" dishes tR Fortv-One Feet (41'l
Eiaht (&1
Six (61 5/16" & Two (2l N": +/-
75'ntennas: 0-120-240: dishes: 0
7'
7'500-2686 dt 17700-19700MHz: 450 watts
Three 1 3) Motorla DAP BTS
45 lbs: 26" x 12"x 9"
Redlands Regular Meeting of 09-02-25 356 of 1096
EXHIBIT 3
Site Plans and Speci6cations
Redlands Regular Meeting of 09-02-25 357 of 1096
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EXHIBIT 4
Existing Liens, Rights ofWay, Easements and Mortgages
N/A
Redlands Regular Meeting of 09-02-25 361 of 1096
EXHIBIT 5
Current Wireless Communications Uses of Site
ATILT
Redlands Regular Meeting of 09-02-25 362 of 1096
Redlands Regular Meeting of 09-02-25 363 of 1096
Redlands Regular Meeting of 09-02-25 364 of 1096
200 Spectrum Center Dr,
Irvine, CA 92618
Phone: (480) 735 - 6948
Email: Angie.Ghobrial -
[email protected]
www.crowncastle.com
562393 - DISH Network
October 19, 2021 VIA email: [email protected]

CONSENT

CITY OF REDLANDS - CA
PO BOX 3005
REDLANDS, CA 92373
Re: BU 856905 / “ES0079-01 DEARBORN RESERVOIR” / 444 NORTH DEARBORN STREET, REDLANDS, CA 92374 (“Site”)Wireless Service Facility Land Lease Agreement, dated July 18, 2006, as it may have been amended and assigned (“Lease”)
Consent for sublease
Dear CITY OF REDLANDS - CA,
I am reaching out to you on behalf of CCATT LLC (“Lessee”) in order to obtain your consent as may be required by the Lease.

In order to better serve the public and minimize the amount of towers in an area where this property is located, DISH Network intends to sublease a portion of the Site. The sublease will include installation of new equipment within the lease area; however, it will not alter the character or use of the site nor will it change the nature of the occupancy of the Site. As used in this letter, the term “sublease” may include any arrangement by which a third party can install and operate its equipment at the Site as permitted under the Lease.

Under the Lease, Landlord’s consent cannot be unreasonably withheld, conditioned or delayed. Please provide your consent on or before October 29, 2021 by signing below and returning to Angie.Ghobrial[email protected] so that we may install DISH Network’s equipment as permitted under the Lease.

If you have any questions concerning this request, please contact Angie Ghobrial-Amer at (480) 735-6948 or [email protected]
Sincerely,

Angie Ghobrial-Amer, Real Estate Specialist
Agreed and accepted [Date]_________ ___________
(Date)

(Lessor’s signature)
Redlands Regular Meeting of 09-02-25 365 of 1096
CITY OF REDLANDS – CA
October 19, 2021

Page 2 ends

Redlands City CouncilSeptember 2, 2025

Redlands City Council
September 2, 2025