Agenda packet — Redlands City Council, September 16, 2025 (part 1 of 3)

CITY OF REDLANDS

CITY COUNCIL

FINANCING AUTHORITY

A G E N D A S
SEPTEMBER 16, 2025

MARIO SAUCEDO
Mayor

MARC SHAW
Mayor Pro Tempore

PAUL BARICH
Council Member

EDDIE TEJEDA
Council Member

DENISE DAVIS
Council Member
***

JEANNE DONALDSON
City Clerk

PHILLIP DOOLITTLE
City Treasurer
CHARLES M. DUGGAN JR.

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

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A G E N D A

The following information comprises the agenda for the regular meetings of the City Council of the City of Redlands and the Redlands Financing Authority of the City of Redlands at the times noted below in the City Council Chambers, Civic Center, 35 Cajon Street, Redlands, California, on:

TUESDAY, SEPTEMBER 16, 2025

To join via Zoom on a computer, laptop, or smart device Please visit www.zoom.us, click on Join a Meeting
Enter the Meeting ID 896 2789 8341 then run the Zoom launcher To join via Zoom with audio only (cell phone or landline):

Dial 1-877-853-5247
Enter the Meeting ID 896 2789 8341
Should the City lose connectivity on Zoom, we will halt the meeting until it can be restored. To check on the status of remote connectivity in the event of an outage, go to the City’s website at www.cityofredlands.org or to the City’s Facebook page at @CityofRedlands or the Instagram page at @CityofRedlands_CityHall.

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

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

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

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

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Click the "Raise Hand" button and the moderator will unmute you when it is your turn to speak

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

PLEASE SILENCE CELL PHONES, PAGERS AND OTHER ELECTRONIC

COMMUNICATION DEVICES UPON ENTERING THE CHAMBERS

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5:00 P.M.

A. Call City Council Meeting to Order

B. Public Comment
(Any person wishing to provide public comment on a closed session matter may do so at this time.)

C. Recess City Council Meeting to a Closed Session

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

Holzer v. City of Redlands, et al., San Bernardino Superior Court, Case No. CIVSB2322787
a.

2. Conference with real property negotiators - Government Code §54956.8 (Assistant City Manager Boatman)
Property: APN: 0292-166-08-0000 (Grove School)
Agency
Negotiators:

Charles M. Duggan, City Manager; Christopher Boatman,
Assistant City Manager
Negotiating
Party:

Dr. Michelle Sweezey, Head of School, The Grove School
Under
Negotiation:

Terms of possible property transfer to The Grove School

3. Performance Evaluations of Public Employees – Government Code §54957(b)(1)
Position: City Manager

6:00 P.M.

D. Reconvene City Council Meeting

E. Invocation by Mayor Pro Tem Shaw
Pledge of Allegiance by Cram Elementary Student Council (In keeping with long-standing traditions of legislative invocations, this City Council meeting may include a brief invocation. Such invocations are not intended to proselytize or advance any one, or to disparage any other, faith or belief. Neither the City nor the City Council endorses any particular religious belief or form of invocation.)

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F. Closed Session Report
(No reportable action taken in closed session unless otherwise announced by the City Attorney at this time.)

G. Presentations

1. Presentation of the Adult Literacy Proclamation to Don McCue, Director, A.K.

Smiley Library, Diane Shimota, Adult Literacy Coordinator, and Katerina Biryukova, Adult Learner (Mayor Saucedo)

2. Presentation of a proclamation recognizing Eddie Chacon's 100th Birthday, presented to Karen Chacon (Mayor Saucedo)

3. Recognition of military service member whose banner has been retired from the Redlands Hometown Heroes Military Banner Program (Facilities and Community Services Director Crocker and Mayor Saucedo)

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

I. Consent Calendar
(The following routine items have been recommended for approval and will be acted upon simultaneously unless separate discussion and/or action is requested by a Councilmember or a member of the audience.)

1. Approve minutes of the regular meeting of September 2, 2025 (City Clerk Donaldson)

2. Authorize issuance of a proclamation declaring September 28, 2025 as Adult Literacy Day in the City of Redlands (Mayor Saucedo)

3. Authorize issuance of a proclamation recognizing Eddie Chacon's 100th Birthday (Mayor Saucedo)

4. Disclosure of Settlement Agreement and General Release - Flynn Restaurant Group/Apple So Cal LLC v. City of Redlands; San Bernardino County Superior Court Case No. CIVSB 2412340 (City Attorney Garcia)

5. Approve Final Map for Tract No. 20528 submitted by Meritage Homes. The project site is located at 1160 W. Pioneer Avenue, on the north side of Pioneer Avenue and west side of Citrus Valley High School (Development Services Director Desatnik)

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6. Adopt Resolution No. 8714 for Street Vacation No. 197, a request to vacate a small portion of Ramona Drive, consisting of approximately 77 linear feet (1,200 square-feet) of public right-of-way, located adjacent to the property at 1300 Prospect Drive. The subject portion of right-of-way is located at the southeast corner of 1300 Prospect Drive (APN: 0174-012-07-0000). This proposal qualifies for exemption from environmental review pursuant to Section 15061(b)(3) of the California Environmental Quality Act Guidelines (Development Services Director Desatnik)

7. Approve of the Local Cooperative Fire Protection Agreement between the City of Redlands and the U.S. Department of Agriculture, Forest Service, San Bernardino National Forest (Fire Chief Sessler)

8. Approve a Products Agreement with Nearmap US, Inc. to provide aerial imagery services for an amount not-to-exceed $72,213 for three years (Management Services/Finance Director Garcia)

9. Authorize the annual payment to San Bernardino County Sheriff's Department (Cal-ID/Identix) in the amount of $85,781.28 for Redlands Police Department's Fingerprint Identification Services (Management Services/Finance Director Garcia)

10. Approve a Second Amendment to the Agreement with Liftoff LLC for Microsoft Office 365 software licensing and consulting services (Management Services/Finance Director Garcia)

11. Approve an Intergovernmental Agreement with Burtronics Business Systems for managed print services for an initial term of three years for $175,000, with an option for a one-year extended term for a total amount not-to-exceed $235,000 for as-needed services (Management Services/Finance Director Garcia)

12. Receive and file the Pavement Accelerated Repair Implementation Strategy (PARIS) Program Annual Report (Municipal Utilities and Engineering Director Harris)

13. Approve a purchase order with Evantec Corporation for Joint Utilities Laboratory Consumables and Supplies for a total amount not-to-exceed $83,000, 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)

14. Approve the Redlands Police Department Tow Services Agreement with Rotational Tow Applicants: Broncs Towing Inc., Pepe’s Towing Service, Wilson’s Towing, and Armada Towing for the Term 2025-2028 (Police Chief Tolber)

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15. Approve the agreement between the City and the Department of Alcoholic Beverage Control for the grant provided by the Alcohol Policing Partnership program; the additional appropriation of $42,648 in grant funds to the Police Department; and authorize the Chief of Police to sign and execute any necessary agreements related to the grant (Police Chief Tolber)

16. Accept the grant award from the Juvenile Justice Crime Prevention Act Program, and authorize an additional appropriation of $40,000 to the Police Department (Police Chief Tolber)

17. Approve the use of city resources and the request for in-kind support in the amount of $16,397.00 related to the Redlands Turkey Trot event hosted by Phoenix Hope International on November 27, 2025; approve temporary street closures related to the event; and determine that the event is categorically exempt from environmental review pursuant to Section 15311(c) of the State's guidelines implementing the California Environmental Quality Act (Facilities and Community Services Department Director Crocker)

J. Communications

1. Report and recommendation by the Ad Hoc Committee of the City Council regarding the selection of a Lead Labor Negotiator to represent the City during the upcoming contract negotiations with the City's bargaining units and possible direction to staff (Mayor Pro Tem Shaw and Council Member Davis)

2. Discussion and possible action relating to potential revenue ballot measures for the November 2026 Election (Council Member Tejeda)

K. New Business

1. Consideration of a Homeless Resource Services Agreement with Many Mansions for property management services for the Project Home Key located at 1675 Industrial Ave. Redlands, CA. 92373 for an amount not-to-exceed $300,000 for a period of one year with two additional one-year renewal options for a total compensation not-to-exceed $900,000 and determine that the services provided are exempt from environmental review pursuant to Section 15061 (b)(3) of the State’s guidelines implementing the California Environmental Quality Act (Assistant City Manager Boatman)

2. Consideration of the 2025-2026 Community Development Block Grant (CDBG) in the amount of $326,470 from the County of San Bernardino, approve an additional appropriation of the same, and adopt Resolution No. 8715 authorizing the City Manager, or designee, to execute the Grant Agreement and all other related documents (Development Services Director Desatnik)

3. Consideration of a Sole Source Procurement and Memorandum of September 16, 2025
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3. Consideration of a Sole Source Procurement and Memorandum of Understanding (MOU) between the City of Redlands and the Apple Valley Fire Protection District for outfitting services of Fire Department light fleet emergency vehicles for a not-to-exceed amount of $500,000 over the initial and extended terms (Fire Chief Sessler)

4. Consideration of a Resolution of Intention to approve an amendment to the contract between the Board of Administration of the California Public Employees' Retirement System and the City Council of the City of Redlands (Human Resources/Risk Management Director Meteau)

5. Consideration of a Public Works Contract with All American Building Services for the 2025 Alley Paving Improvement Project for an amount not-to-exceed $465,000.15 and determination that the Project is categorically exempt from environmental review pursuant to Section 15301(c) of the State's Guidelines for Implementing the California Environmental Quality Act (Municipal Utilities and Engineering Director Harris)

L. Individual Council Member Announcements and/or Reports on Activities (No collective discussion or action.)

M. Adjournment
The next regular meeting of the City Council will be held on October 7, 2025.

N. Redlands Financing Authority

1. Call regular meeting of the Board of Directors of the Redlands Financing Authority to order

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

3. Approve the minutes of the regular meeting of May 20, 2025 (Secretary Donaldson)

4. Adjourn Redlands Financing Authority meeting
The next Redlands Financing Authority meeting will be held on January 20, 2026.

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

In compliance with the Americans with Disabilities Act, if you need special assistance to participate in this meeting, please contact Goutam Dobey, of the Municipal Utilities and Engineering Department at (909) 798-7584 ext 2. Notification 48 hours prior to the meeting will enable the City to make reasonable arrangements to ensure accessibility to this meeting.
(28 CFR 35.102-35.104 ADA Title II)

Any writings or documents distributed to a majority of the City Council regarding an open session agenda item less than 72 hours before this meeting are available for public inspection at the City Clerk's Office or at the dais of the City Clerk once the open session meeting begins.

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

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

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City Council/Financing Authority Meeting G. 3.

DATE: 09/16/2025
TO: Honorable Mayor and City Council Members
SUBJECT: Recognition of military service member whose banner has been retired from the Redlands Hometown Heroes Military Banner Program (Facilities and Community Services Director Crocker and Mayor Saucedo)
DISCUSSION:

The Redlands Hometown Heroes Military Banner Recognition Program (Military Banner Program) recognizes and honors Redlands residents and their immediate family members who are actively serving in, or have been honorably discharged from, the United States Armed Forces.

In accordance with Resolution No. 8146, City staff provide administrative support services to the Redlands Hometown Heroes Foundation related to the Military Banner Program. With appreciation for the sacrifice associated with military service to our country and in recognition of the embodiment of the pride we all have in our young men and women in uniform, the City Council of the City of Redlands does hereby officially commemorate the following military service member whose banner has been retired from the Military Banner Program:

Jeffrey D. Rendler, Sergeant First Class, Army - Banner flown over the streets of Redlands from July 2015 to July 2025.

SUBMITTED BY:

Facilities and Community Services Director Crocker
PREPARED BY:

Joe Bierma, Administrative Analyst
Attachments
Certificate of Recognition - Jeffrey Rendler

City Council/Financing Authority Meeting I. 1.

DATE: 09/16/2025
TO: Honorable Mayor and City Council Members
SUBJECT: Approve minutes of the regular meeting of September 2, 2025 (City Clerk Donaldson)
MOTION:

I move to approve the regular meeting minutes of September 2, 2025.

Attachments
Regular Meeting Minutes of September 2, 2025

MINUTES

Regular meeting of the City Council of the City of Redlands held in the Council Chambers, Civic Center, 35 Cajon Street, on September 2, 2025 at 5:00 P.M.

Present: Mario Saucedo, Mayor
Marc Shaw, Mayor Pro Tempore
Paul Barich, Council Member
Denise Davis, Council Member

Absent: Eddie Tejeda, Council Member
Staff: Charles M. Duggan, Jr., City Manager; Yvette M. Abich Garcia, City Attorney; Jeanne Donaldson, City Clerk; Phillip Doolittle, City Treasurer; Janice McConnell, Assistant City Manager; Chris Boatman, Assistant City Manager; Carl Baker, Public Information Officer; Danielle Garcia, Management Services/Finance Director; Brian Foote, City Planner; John Harris, Municipal Utilities and Engineering Director; Rich Sessler, Fire Chief; Rachel Tolber, Police Chief; Tabitha Crocker, Facilities and Community Services Director; Robert Meteau, HR/Risk Management Director

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

PUBLIC COMMENT
None forthcoming

CLOSED SESSION

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

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

CIVSB2126031
a.

Miller & Associates, Inc. v. City of Redlands, San Bernardino Superior Court, Case No.

CIVSB2203755
b.

Performance Evaluations of Public Employees – Government Code §54957(b)(1) Position: City Manager

RECONVENE CITY COUNCIL MEETING
The meeting reconvened at 6:00 P.M. with an invocation by Council Member Barich. The Pledge of Allegiance to the American flag was conducted by Boy Scout Troop 44.

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CLOSED SESSION REPORT

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

PRESENTATIONS

Redlands Pet Adoption
Facilities and Community Services Senior Manager Don Craw introduced Joe Alcarez, the City's new Animal Services Supervisor. He and Kennel Attendant Hailey Stuck showed off "Rambo", a four-year-old male Pit Bull mix, who is available for adoption, along with twenty-eight other dogs and three cats at the Redlands Animal Shelter. Mr. Craw provided the Shelter statistics for March through August 2025, which included: 160 adopted dogs and 81 adopted cats.

Childhood Cancer Awareness Month Proclamation
Mayor Saucedo presented the Childhood Cancer Awareness Month Proclamation to Stephanie Avila, Executive Director, Childhood Cancer Foundation of So Cal.

California Native American Day Proclamation
Mayor Saucedo presented the California Native American Day Proclamation to Vanessa Brierty, District Director, Office of Assemblymember James C. Ramos.

National Preparedness Month Proclamation
Mayor Saucedo and Chief Rich Sessler presented the National Preparedness Month Proclamation to Esther Martinez, Emergency Operations Specialist, of the Redlands Fire Department.

Redlands Football Club Proclamation
Mayor Saucedo presented the Redlands Football Club Proclamation to Jake Dawes, for their contributions to the community.

Hispanic Heritage Month Proclamation
Mayor Saucedo presented the Hispanic Heritage Month Proclamation to Sarai Olivares, Advisor for the MEChA Club at Redlands High School, RUSD Superintendent Juan Cabral, and several MEChA Club students who highlighted the Club's work.

Peace Officer Standards & Training Executive Certificate City Manager Duggan introduced San Bernardino County POST Regional Training Consultant Dr. Matthew O’Deane, who presented the Peace Officer Standards and Training (POST) Executive Certificate to Police Chief Rachel Tolber, honoring her accomplishments.

PUBLIC COMMENT

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Open Government — Stephen Rogers raised questions about his lawsuit against the City, was hopeful the matter would not be delayed any further, and he wondered when the PARIS fees would be removed from residents' utility bills. He was curious why the Closed Session did not include a performance evaluation related to the City Attorney, and he again recommended the Council establish measurable goals and objectives for the City Manager position.

Mass Shooting in Minnesota — Joshua Hall said the shooter in Minnesota was identified as transgender, and he thought that the government was wrongly celebrating the transgender lifestyle. He urged for more pharmaceutical regulations to limit the use of Selective Serotonin Reuptake Inhibitors (SSRI) and antidepressants.

Citrus Avenue Widening — J.J. Orf and Daniel Espinoza voiced concerns regarding the planned widening of Citrus Avenue, between Dearborn and Wabash, as they weren't convinced the street needed widening. They thought the focus should be more about how fast drivers are going on this stretch, and they requested to see any new engineering designs for the street.

CONSENT CALENDAR

Minutes

On motion of Mayor Pro Tempore Marc Shaw, seconded by Council Member Denise Davis, the City Council unanimously approved, by roll call vote, the regular meeting minutes of July 15, 2025 and the special meeting minutes of August 11, 2025.

Vote: 4 - 0 Passed

Proclamation Childhood Cancer Awareness

On motion of Mayor Pro Tempore Marc Shaw, seconded by Council Member Denise Davis, the City Council unanimously authorized, by roll call vote, the issuance of a proclamation recognizing Childhood Cancer Awareness Month.

Vote: 4 - 0 Passed

Proclamation Hispanic Heritage Month

Vote: 4 - 0 Passed

Proclamation National Preparedness Month

Vote: 4 - 0 Passed
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Proclamation Redlands Football Club

Vote: 4 - 0 Passed

Proclamation September 26, 2025 California Native American Day

On motion of Mayor Pro Tempore Marc Shaw, seconded by Council Member Denise Davis, the City Council unanimously authorized, by roll call vote, the issuance of a proclamation declaring September 26, 2025 as California Native American Day in the City of Redlands.

Vote: 4 - 0 Passed

Proclamation Celebrating California's 175th Anniversary of Statehood

On motion of Mayor Pro Tempore Marc Shaw, seconded by Council Member Denise Davis, the City Council unanimously authorized, by roll call vote, the issuance of a proclamation celebrating California's 175th Anniversary of Statehood.

Vote: 4 - 0 Passed

Settlement Agreement Disclosure

City Attorney Garcia explained the settlement agreement in connection with Julie C.

Alvarado-Salcido v. City of Redlands; San Bernardino County Superior Court Case No. CIVSB 2218452, reflected the terms and conditions for settlement as approved by the City Council and City Attorney at a special meeting held on June 24, 2025. In accordance with the City's Municipal Code, and following the spirit of the Brown Act, this matter is to notify the public of the settlement negotiated by the City. Furthermore, Ms. Garcia clarified that during the public portion of the meeting on 6/24/25, she provided the Closed Session Report, announcing the terms of the Settlement Agreement. As public comment, Stephen Rogers said there appeared to be no accountability for bad behavior because the City has not incorporated a code of conduct for all employees to follow. He added that the item should not be on the Consent Calendar, and he thought this lacked transparency.

On motion of Council Member Paul Barich, seconded by Council Member Denise Davis, the City Council unanimously approved, by roll call vote, the disclosure and agreed to receive and file the Settlement Agreement and General Release between the City of Redlands, Michael Reiss, and Julie C. Alvarado-Salcido. Under the terms and conditions of the Settlement Agreement, the City agrees to pay Ms. Alvarado-Salcido $1,200,000 to settle and dispose of all disputes related to the San Bernardino County Superior Court Case No. CIVSB 2218452.

Vote: 4 - 0 Passed

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SB County Registrar of Voters Secure Ballot Boxes Agreement

On motion of Mayor Pro Tempore Marc Shaw, seconded by Council Member Denise Davis, the City Council unanimously determined, by roll call vote, that approval of an Installation and Maintenance Agreement with the County of San Bernardino Registrar of Voters for three Secure Ballot Boxes on City property is not subject to environmental review pursuant to Section 15061(b)(3) of the State's Guidelines implementing the California Environmental Quality Act; and approved the Agreement with the County of San Bernardino Registrar of Voters for the three Secure Ballot Boxes on City property for all elections in San Bernardino County, with an expiration date of June 17, 2035.

Vote: 4 - 0 Passed

Resolution No. 8711 Commission Determination No. 66 Veterinary Clinics

On motion of Mayor Pro Tempore Marc Shaw, seconded by Council Member Denise Davis, the City Council unanimously determined, by roll call vote, that the proposed action is categorically exempt from the California Environmental Quality Act pursuant to Section 15301 (Existing Facilities) of the CEQA; and adopted Resolution No. 8711 approving Commission Determination No. 66, and a request to establish a veterinary clinic within an existing 3,160 square-foot tenant space, located within an existing multi-tenant shopping center, Plaza Las Palmas, at 1150 Brookside Avenue, Unit U; and classifying veterinary clinics with no overnight boarding as a conditionally permitted use within the Neighborhood Convenience Center (C-2) District.

Vote: 4 - 0 Passed

Resolution No. 8712 Annex No. 28 Intent to Annex Territory CFD 2004-1

On motion of Mayor Pro Tempore Marc Shaw, seconded by Council Member Denise Davis, the City Council unanimously determined, by roll call vote, that the proposed project is exempt from environmental review pursuant to Section 15061(b)(3) of the State's guidelines implementing the California Environmental Quality Act; and adopted Resolution No. 8712, Annexation No. 28, declaring intent to annex territory into Community Facilities District 2004-1, and setting the public hearing for October 7, 2025.

Vote: 4 - 0 Passed

Resolution No. 8713 Annex No. 30 Intent to Annex Territory CFD 2004-1

On motion of Mayor Pro Tempore Marc Shaw, seconded by Council Member Denise Davis, the City Council unanimously determined, by roll call vote, that the proposed project is exempt from environmental review pursuant to Section 15061(b)(3) of the State's guidelines implementing the California Environmental Quality Act; and adopted Resolution No. 8713 Annexation No. 30, declaring intent to annex territory into Community Facilities District 2004-1 and setting the public hearing for October 7, 2025.

Vote: 4 - 0 Passed

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In-Kind Support Oktoberfest Event

On motion of Mayor Pro Tempore Marc Shaw, seconded by Council Member Denise Davis, the City Council unanimously determined, by roll call vote, that the approval of the Oktoberfest event hosted by the Redlands Optimist Club on October 4 and October 5, 2025, is exempt from environmental review pursuant to Section 15311(c) of the State’s guidelines implementing the California Environmental Quality Act; authorized the use of city resources and in-kind support in the amount of $16,505.63; and authorized the request for the sale and consumption of alcoholic beverages at the event to be held on October 4 and October 5, 2025.

Vote: 4 - 0 Passed

In-Kind Support Believe Walk Event

Facilities and Community Services Department Director Crocker introduced the request for in-kind support in the amount of $45,271.82 related to the Believe Walk event hosted by the Stater Bros. Charities on October 4 and 5, 2025. As public comment, Dennis Bell said the amount requested was excessive, and he thought Stater Bros could easily afford to pay for the event. He urged the Council to stop giving away taxpayer dollars and questioned the appearance of a quid pro quo between Stater Bros and the Redlands Bicycle Classic event organizers.

On motion of Council Member Paul Barich, seconded by Council Member Denise Davis, the City Council unanimously determined, by roll call vote, that the approval of the event is exempt from environmental review pursuant to Section 15311(c) of the State's guidelines implementing the California Environmental Quality Act; authorized the expenditure of city resources and in-kind support in the amount of $45,271.82 related to this event; and authorized the temporary closure of streets during the Believe Walk event to be held on October 4 and 5, 2025.

Vote: 4 - 0 Passed

In-Kind Support Resident Expo
This item was removed from the agenda to allow staff to make modifications requested by the event organizer. The item will be scheduled for a future meeting.

In-Kind Support Downtown Redlands Artwalk Event

On motion of Mayor Pro Tempore Marc Shaw, seconded by Council Member Denise Davis, the City Council unanimously determined, by roll call vote, that the approval of the Downtown Redlands Artwalk event hosted by the Kid’s Cure Foundation on October 19, 2025, is exempt from environmental review pursuant to Section 15311(c) of the State’s guidelines implementing the California Environmental Quality Act; and authorized the use of city resources and in-kind support in the amount of $7,234.00 and the temporary street closures associated with the Downtown Redlands Artwalk event to be held on October 19, 2025.

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Vote: 4 - 0 Passed

In-Kind Support Dog Jog Event

Facilities and Community Services Department Director Crocker introduced the request for in-kind support in the amount of $14,648.00 related to the Dog Jog event hosted by the Redlands Chamber of Commerce on October 26, 2025. As public comment, Chamber of Commerce Executive Director Evan Sanford, highlighted many of the activities available during the event, including the new addition to allow volunteers to walk adoptable shelter dogs. The event attracts many people to the downtown area, and he pointed out this has fast become a popular activity for pet owners. Mayor Pro Tem Shaw and Council Member Barich announced they would be participating in the Dog Jog.

On motion of Mayor Pro Tempore Marc Shaw, seconded by Council Member Paul Barich, the City Council unanimously determined, by roll call vote, that the approval of the event is exempt from environmental review pursuant to Section 15311(c) of the State's guidelines implementing the California Environmental Quality Act; and approved the expenditure of city resources, in-kind support in the amount of $14,648.00 related to the Dog Jog event hosted by the Redlands Chamber of Commerce; and approved the temporary street closures for the event to be held on October 26, 2025.

Vote: 4 - 0 Passed

Limited-Term Building Maintenance Worker Positions

Facilities and Community Services Director Crocker described the needs of the Building Maintenance Division. The aging infrastructure of the City's buildings requires significant resources and time to ensure the proper function and safety of these spaces. Currently, there are a number of deferred painting projects that need to be completed to prevent potential damage or deterioration and maintain the visual appeal of the City's properties. The addition of two limited-term Building Maintenance Painter positions through the end of the 2025/26 fiscal year will allow the Building Maintenance Division to address different painting projects throughout the City and ensure the longevity of the properties while also enhancing the visual appeal to the community.

As public comment, Stephen Rogers was confused that this item was presented by Director Crocker and not Human Resources Director Meteau. He suggested the City was not in compliance with fair employment practices and these positions should be posted online and made available to anyone interested in applying. Director Crocker and Assistant City Manager Boatman clarified that these positions will be recruited and will not be under contract. The two limited-term Building Maintenance Worker (Painter) positions will go away at the end of the term, not-to-exceed 15 months.

On motion of Council Member Paul Barich, seconded by Mayor Pro Tempore Marc Shaw, the City Council unanimously approved, by roll call vote, two limited-term Building Maintenance Worker (Painter) positions within the Building Maintenance Division for a term not-to-exceed 15 months.

Vote: 4 - 0 Passed
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2024 Federal Emergency Management Performance Grant Award

Fire Chief Sessler described the Department of Homeland Security, Federal Emergency Management Agency 2024 Emergency Management Performance Grant award in the amount of $16,460. The purpose of the Emergency Management Performance Grant (EMPG) is to sustain and improve comprehensive emergency management programs at the state, tribal, and local levels for all man-made and natural disasters through the prevention, mitigation, response, and recovery of all hazardous events. The grant award acceptance will assist with the partial salary of the Emergency Operations Specialist position in the Fire Department's Emergency Operations Division. As public comment, Stephen Rogers expressed doubts regarding the city's compliance with federal funding regulations, including the provision of prevailing wage requirements and fair employment opportunities.

On motion of Mayor Pro Tempore Marc Shaw, seconded by Council Member Denise Davis, the City Council unanimously accepted, by roll call vote, the Department of Homeland Security, Federal Emergency Management Agency 2024 Emergency Management Performance Grant award in the amount of $16,460; and authorized an additional appropriation for the same.

Vote: 4 - 0 Passed

Intergovernmental Purchase of Dell Servers

On motion of Mayor Pro Tempore Marc Shaw, seconded by Council Member Denise Davis, the City Council unanimously approved, by roll call vote, the Intergovernmental Purchase of Dell Servers from Sidepath for the amount of $81,562.

Vote: 4 - 0 Passed

SCE Utility Easement

On motion of Mayor Pro Tempore Marc Shaw, seconded by Council Member Denise Davis, the City Council unanimously determined, by roll call vote, 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 granted an electric utility easement to Southern California Edison on a portion of Lot 15 of the Chicago Colony Reservation.

Vote: 4 - 0 Passed

WWTP Mobile Office

On motion of Mayor Pro Tempore Marc Shaw, seconded by Council Member Denise Davis, the City Council unanimously approved, by roll call vote, a Sourcewell purchase from Mobile Modular for a mobile office for use at the Wastewater Treatment Plant for an amount not-to-exceed $123,402.75.

Vote: 4 - 0 Passed
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Third Amendment Carollo Engineers, Inc. Agreement

On motion of Mayor Pro Tempore Marc Shaw, seconded by Council Member Denise Davis, the City Council unanimously approved, by roll call vote, the Third Amendment to the Professional Services Agreement with Carollo Engineers, Inc. for the Tate Water Treatment Plant Raw Water Influent Pipeline Replacement Project, extending the completion time by twelve (12) months to October 18, 2026.

Vote: 4 - 0 Passed

COMMUNICATIONS

League of California Cities Annual Conference Voting Delegate

Mayor Saucedo opened the discussion relating to the designation of a voting delegate and alternates to the 2025 League of California Cities Annual Conference scheduled to occur October 8-10, 2025 in Long Beach. City Attorney Garcia said that the Brown Act allows all the Council Members to attend the conference, provided they do not discuss specific city business with each other, outside the official conference program.

On motion of Mayor Mario Saucedo, seconded by Council Member Paul Barich, the City Council unanimously designated, by roll call vote, Council Member Davis to serve as the voting delegate for the League of California Cities 2025 Annual Conference; and designated Mayor Saucedo to serve as alternate voting delegate for the League of California Cities 2025 Annual Conference, scheduled to occur October 8-10, 2025 in Long Beach.

Vote: 4 - 0 Passed

Bench Installation with Memorial Plaque

Council Member Davis provided background on the request to install a bench with a memorial plaque in front of Caprice Café, in memory of Christopher "Chris" Pepino. She highlighted his many accomplishments and listed the lasting impact he has made on this community. As public comment, Hanna Van Gelder expressed her appreciation of the City's willingness to establish a special space in honor of Chris and the bench and memorial plaque are a way to recognize the great loss of her dear friend. The space will be a place to remember and reflect upon the wonderful memories of his life.

On motion of Council Member Paul Barich, seconded by Council Member Denise Davis, the City Council unanimously directed staff, by roll call vote, to install a bench at the southeast corner of State Street and 5th Street, on the sidewalk in front of Caprice Café, with a plaque dedicating the bench in memory of Chris Pepino, founder of Caprice Café.

Vote: 4 - 0 Passed

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City of Redlands Core Values - Video Series

Public Information Officer Baker presented the first in a new series of videos depicting City of Redlands Core Values. The video featured Arthur Amaral of the Building Maintenance Division. The Mayor thanked Multimedia Production Coordinator, Kam Kalanui, for his outstanding production work.

NEW BUSINESS

Contract Award 2025 CIP Sewer Pipeline Replacement Project

Municipal Utilities and Engineering Director Harris provided details on a Public Works Construction Contract with Tryco General Engineering for the 2025 CIP Sewer Pipeline Replacement Project for an amount not-to-exceed $1,494,516.

On motion of Mayor Pro Tempore Marc Shaw, seconded by Council Member Paul Barich, the City Council unanimously determined, by roll call vote, that approval of the contract and construction of the 2025 CIP Sewer Pipeline Replacement Project is exempt from environmental review in accordance with Section 15302 of the State's Guidelines implementing the California Environmental Quality Act; approved the 2025 CIP Sewer Pipeline Replacement Project plans and specifications; and awarded a Public Works Construction Contract to Tryco General Engineering for an amount non-to-exceed $1,494,516.

Vote: 4 - 0 Passed

Contract Award 2025 Citywide Sidewalk and ADA Ramp Replacement Project

Municipal Utilities and Engineering Director Harris reviewed the Public Works Construction Contract with Garcon Construction, Inc. for the 2025 Citywide Sidewalk and ADA Ramp Replacement Project for an amount not to exceed $529,406.26. This is an annual contract to replace fourteen ADA ramps. It is anticipated that the Project will be completed within forty-five working days. Mayor Saucedo was pleased with the contract as it demonstrates the City's responsive efforts to serve the needs of the residents.

On motion of Mayor Pro Tempore Marc Shaw, seconded by Council Member Denise Davis, the City Council unanimously determined, by roll call vote, that approval of the 2025 Citywide Sidewalk and ADA Ramp Replacement Project is exempt from environmental review in accordance with Section 15301(c) of the State's Guidelines implementing the California Environmental Quality Act; approved the 2025 Citywide Sidewalk and ADA Ramp Replacement project plans and specifications; awarded the Public Works Construction Contract to Garcon Construction, Inc. for an amount not to exceed $529,406.26; and approved a $29,406.26 additional appropriation from the Sidewalk Improvement Reserve Fund.

Vote: 4 - 0 Passed

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WWTP Landfill Leachate Environmental Site Assessment

Municipal Utilities and Engineering Director Harris explained the need for a Sole Source Professional Services Agreement with Rincon Consultants, Inc., for a landfill leachate environmental site assessment at the Wastewater Treatment Plant for an amount not-to-exceed $369,750. In 2020, MUED staff discovered that leachate from the City’s landfill had been intermittently disposed of in an unlined sludge drying bed at the City’s Wastewater Treatment Plant (WWTP) for approximately six years. Staff immediately discontinued the practice and notified the Santa Ana Regional Water Quality Control Board (Board). The Board requested that the City prepare a Work Plan to investigate potential impacts to soil and groundwater.

Rincon Consultants, Inc. was hired to develop and submit the required Work Plan, titled "Redlands Wastewater Treatment Facility Landfill Leachate Investigation," due to their recent experience with installing ground monitoring wells for site assessment at another location within the City. The Board provided comments in 2022 and issued additional guidance via email in 2023. After incorporating all required revisions, the Work Plan was formally approved by the Board on March 25, 2025. The proposed Scope of Work presented tonight is based on the Board’s comments and outlines the necessary level of effort to revise and finalize the Work Plan, implement a subsurface investigation, and prepare a report documenting findings and recommendations.

On motion of Mayor Pro Tempore Marc Shaw, seconded by Council Member Denise Davis, the City Council unanimously determined, by roll call vote, that approval of a Professional Services Agreement with Rincon Consultants, Inc. is exempt from environmental review pursuant to Section 15061(b)(3) of the State's guidelines implementing the California Environmental Quality Act; and approved the Sole Source Professional Services Agreement with Rincon Consultants, Inc. for a landfill leachate environmental site assessment at the Wastewater Treatment Plant for an amount not-to-exceed $369,750.

Vote: 4 - 0 Passed

Wastewater Biosolids Hauling and Disposal Services

Municipal Utilities and Engineering Director Harris highlighted a Non-Professional Services Agreement with Synagro-WWT, Inc. for wastewater biosolids hauling and disposal services with an initial one-year term not to exceed $500,000 and options to extend for two additional years for a total potential amount not-to-exceed $1,500,000. The scope of services requires the contractor to provide daily biosolids hauling and comply with all applicable federal, state, and local regulations governing the transport and beneficial reuse of biosolids. The WWTP Biosolids Management Program produces Class B biosolids that meet U.S. EPA guidelines for land application as fertilizer.

On motion of Mayor Pro Tempore Marc Shaw, seconded by Council Member Paul Barich, the City Council unanimously determined, by roll call vote, that approval of the Non-Professional Services Agreement with Synagro-WWT, Inc. is exempt from environmental review pursuant to Section 15061(b)(3) of the State's guidelines implementing the California Environmental Quality Act; and approved the Non-Professional Services Agreement with Synagro-WWT, Inc. for wastewater biosolids hauling and disposal services, CC_September 2, 2025

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with an initial one-year term value not to exceed $500,000 and options to extend for two additional years.

Vote: 4 - 0 Passed

PO Modification City's LNG/CNG Fuel Island
This item was removed from the agenda to allow staff time to revise the scope of work. The item will be scheduled for a future meeting.

COUNCIL MEMBER ANNOUNCEMENTS AND ACTIVITIES

Mayor Saucedo reminded everyone to drive carefully now that school is back in session, and to stay safe and be respectful of the laws and the environment. He was grateful to all the city employees and their dedication to serving the public.

Mayor Pro Tem Shaw thanked the residents of his district for their patience and understanding regarding two recent water main breaks, which triggered a "Boil Water" notice. He appreciated all the city staff's efforts to resolve the issues. He submitted his report of activities for the months of July and August 2025, as available online and attached to the staff report.

Council Member Barich enjoyed a vacation in Italy.

Council Member Davis attended the grand opening of Viva La Boba, participated in another Blue Zone walk, attended the Cultural Arts Commission meeting, enjoyed Coffee with a Council Member, spoke at the Sunrise Rotary Club and was excited to announce that applications are now being accepted for the 5th season of Youth Council.

ADJOURNMENT

There being no further action required the meeting was adjourned at 7:46 P.M. The next regular meeting of the City of Redlands City Council will be held on September 16, 2025.

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City Council/Financing Authority Meeting I. 2.

DATE: 09/16/2025
TO: Honorable Mayor and City Council Members
SUBJECT: Authorize issuance of a proclamation declaring September 28, 2025 as Adult Literacy Day in the City of Redlands (Mayor Saucedo) MOTION:

I move to authorize the issuance of a Proclamation declaring September 28, 2025, as Adult Literacy Day in the City of Redlands.

Attachments
Adult Literacy Day 2025

City Council/Financing Authority Meeting I. 3.

DATE: 09/16/2025
TO: Honorable Mayor and City Council Members
SUBJECT: Authorize issuance of a proclamation recognizing Eddie Chacon's 100th Birthday (Mayor Saucedo)
MOTION:

I move to authorize issuance of proclamation recognizing Eddie Chacon's 100th Birthday.

Attachments
Eddie Chacon’s 100th Birthday

PROCLAMATION
Eddie Chacon 's I 00th Birthday
WHEREAS, Pablo Edward Chacon, aka "Eddie," was born in San Bernardino, CA on September 24th, 1925, and will soon tum 100 years old; and
WHEREAS, as children, Eddie and his sisters enjoyed taking hips to the City of Redlands, always admiring its beauty and chann. They often talked about one day living there - a dream Eddie ultimately fulfilled for himself and his family in 1956; and WHEREAS, Eddie enlisted in the United States Navy at the age of 17 in 1942 and worked as a machinist mate operating and fixing systems crucial to the ship's operation. His services included the Pacific Theater, European Theater, and American Theater: and WHEREAS, early on in his military service Eddie met Caroline Nancy Lanzio in (Pittsburgh PA), and a lasting relationship was fonned which distance couldn't break. When he was deployed, she wrote to him daily and, when honorably discharged from the United States Navy on December 3011\ 1945, he was discharged to Pennsylvania to start their family; and WHEREAS, Eddie and Caroline were manied for 56 years and had three children, Eddie, Doreen & Karen. Eddie eventually followed his dream and moved his family to Redlands in 1956. He opened Eddie's Barber shop on Orange Street, where the first haircuts became a memory for many residents.

Eventually, he opened two other businesses also on Orange Street: Stanton's Liquor and the Old Pool Hall; and
WHEREAS, Eddie has also been an active member of the American Legion for 70 years and a proud member of Post 650. Being part of a diverse community with common goals and hardships, the American Legion Post 650 became a second home for him and his family. Through his volunteering with the Legion, he also fostered a stronger sense of inclusion and connection to the Community of Redlands; and
WHEREAS, Eddie Chacon's 100th birthday marks not only a personal milestone, b ut a celebration for the entire Redlands community. His life reflects the values that make our city strong - dedication, kindness, and a deep commitment to family, neighbors and veterans; NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Redlands does hereby recognize Eddie Chacon 's 100th birthday on September 24, 2025, and honor his service to our Country and to our community. Happy Birthday Eddie!
IN WITNESS WHEREOF, we hereunto affix our signatures and Official Seal of the City of Redlands on this 16th day of September, 2025.

Mario Saucedo, Mayor
Attest:

Jeanne Donaldson, City Clerk
City Council/Financing Authority Meeting I. 4.

DATE: 09/16/2025
TO: Honorable Mayor and City Council Members
SUBJECT: Disclosure of Settlement Agreement and General Release - Flynn Restaurant Group/Apple So Cal LLC v. City of Redlands; San Bernardino County Superior Court Case No. CIVSB 2412340 (City Attorney Garcia)
DISCUSSION:

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

SUBMITTED BY:

Yvette M. Abich Garcia, City Attorney
PREPARED BY:

Mayra Shushereba, Administrative Analyst
REVIEWED BY:

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

City Council/Financing Authority Meeting I. 5.

DATE: 09/16/2025
TO: Honorable Mayor and City Council Members
SUBJECT: Approve Final Map for Tract No. 20528 submitted by Meritage Homes. The project site is located at 1160 W. Pioneer Avenue, on the north side of Pioneer Avenue and west side of Citrus Valley High School (Development Services Director Desatnik)
MOTION(S):

If the City Council determines that staff’s recommendation is appropriate, the following motion is provided:
"I move that the City Council approve the Final Map for Tract No. 20528." RECOMMENDATION:

Staff recommends that City Council approve the Final Map for Tract No. 20528.

DISCUSSION:

The applicant is requesting approval of the Final Map for Tract No. 20528. On December 19, 2023, the City Council approved Tentative Tract Map No. 20528 to subdivide 14.62 acres into a total of 117 residential lots for detached single-family homes, plus 35 lettered lots for private alleys/drive aisles, landscaping, and open space. The project site is located to the immediate east of Interstate 210, the north side of W. Pioneer Avenue, and west side of the Citrus Valley High School stadium. The City Council adopted resolutions for the following project actions:

1. Resolution No. 8529 (Mitigated Negative Declaration);

2. Resolution No. 8530 (Socio-Economic Cost/Benefit Study);

3. Resolution No. 8531 (Agricultural Land Conversion with Measure "U" findings);

4. Resolution No. 8532 (General Plan Amendment No. 145);

5. Resolution No. 8533 (Specific Plan No. 40, Amendment 49);

6. Resolution No. 8534 (Amendment No. 1 to Specific Plan 64); and

7. Resolution No. 8535 (Tentative Tract Map No. 20528).

The owner has complied with all conditions of approval for Tentative Tract Map 20528. The Final Map (Attachment A) has been reviewed by staff and the City’s contracted land surveyor. The Subdivision Improvement Agreement (Attachment B) and appropriate financial securities, including a faithful performance bond (Attachment C) as well as labor and materials bond (Attachment D) that have been prepared based on the project engineer’s estimated construction costs.

These securities will ensure that off-site improvements are installed when project development begins.

ALTERNATIVES:

City Council may deny the Final Map for Tract No. 20528.

STRATEGIC PLAN:

Not applicable.

SUBMITTED BY:

Brian Desatnik, Development Services Director
RECOMMENDED BY:

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

Yvette M. Abich Garcia, City Attorney
Janice McConnell, Assistant City Manager
Christopher Boatman, Assistant City Manager
PREPARED BY:

Sean Reilly, Principal Planner
Fiscal Impact
Fiscal Year: 24-25
Revenue Generating: No
Appropriation Required Y/N: No
Discussion:

No impact to the General Fund. The applicant paid the applicable application filing fees for processing the Final Map.

Attachments
Attachment A: Tract Map No. 20528
Attachment B: Subdivision Improvement Agreement
Attachment C: Faithful Performance Bond
Attachment D: Labor and Materials Bond
Attachment E: Project Approval Resolution Nos. 8529 - 8535

City Council/Financing Authority Meeting I. 6.

DATE: 09/16/2025
TO: Honorable Mayor and City Council Members
SUBJECT: Adopt Resolution No. 8714 for Street Vacation No. 197, a request to vacate a small portion of Ramona Drive, consisting of approximately 77 linear feet (1,200 square-feet) of public right-of-way, located adjacent to the property at 1300 Prospect Drive. The subject portion of right-of-way is located at the southeast corner of 1300 Prospect Drive (APN: 0174-012-07-0000). This proposal qualifies for exemption from environmental review pursuant to Section 15061(b)(3) of the California Environmental Quality Act Guidelines (Development Services Director Desatnik) MOTION(S):

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

I move that the City Council determine that adoption of Resolution No. 8714 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 to adopt Resolution No. 8714 and approve Street Vacation No. 197.2.

RECOMMENDATION:

On July 22, 2025, the Planning Commission determined the proposed Street Vacation would be in conformance with the 2035 General Plan and recommended that the City Council approve Street Vacation No. 197.

DISCUSSION:

The applicant, Sajid A. Ahmed, has filed an application for Street Vacation No. 197 to vacate an excess portion of public right-of-way approximately 1,200 square feet in size, that is partially improved as public roadway, located at the southeast corner of a property with an existing single-family residence at 1300 Prospect Drive (Attachment A – Location Map and Aerial).

The applicant is requesting the 1,200-square-foot portion of Ramona Drive be vacated for the purpose of improving the lot line configuration of their property at 1300 Prospect Drive. The private property owner will continue to maintain the landscaped planter portion.

In 1877, the subject portion of land was a portion of the parcel located at 1300 Prospect Drive which was labeled then as Block 24, Lot 5, under Map No. 6 of Redlands Heights, north of California Street (now known as Ramona Drive). In 1931, the owners of Lot 5 granted to the City of Redlands a portion of the lot for street purposes at a value of ten dollars. In 1976, Parcel Map No. 1340 did not include the subject portion of land as part of Ramona Drive. However, in 1978, Parcel Map No. 4425 included the subject portion of land north of Ramona Drive and southwest of Prospect Drive (a private road). The paved area of the subject portion of land is not necessary for public access, as adjacent owners would continue to have access via the 23-foot-wide entry to Prospect Drive for private use as listed within a recorded stipulation from 1999 (led by the Kimberly Shirk Association) for the use and access of Prospect Drive (a private road) between the surrounding property owners.

On July 22, 2025, the Planning Commission reviewed the proposal and voted to adopt Resolution No. 1710 determining the street vacation would be in conformance with the 2035 General Plan (see Attachment B - Planning Commission Staff Report).

The subject portion of right of way is approximately 77 feet wide with a total area of approximately 1,200 square feet (see Attachment C-2 - Legal Description and Exhibit). If approved, the vacated land would return to the abutting existing residential property (APN: 0174-012-07-0000) to improve the lot line configuration of their property at 1300 Prospect Drive.

Pursuant to the California Streets and Highways Code (which defines the general procedures for public street and easement vacations), the City Council may adopt a resolution summarily vacating a public street upon finding (supported by substantial evidence) that the right of way is no longer needed for vehicular or pedestrian traffic and is unnecessary for present or prospective use.

The finding can be made for the subject segment of the public road which exceeds the street width required for a Local Road pursuant to the 2035 General Plan and is not required for public street or highway purposes.

Therefore, the summary vacation meets the criteria and may be approved.

Based on the existing conditions and the adjoining land uses, the excess right-of-way may be considered not necessary for public access. The subject area consists of landscaping and paving which connects to the residential property at 1300 Prospect Drive. The paved area of the subject portion of land is not necessary for public access as adjacent owners would continue to have access via the 23-foot-wide entry to Prospect Dr./Ct. (a private road) as listed within the recorded stipulation from 1999. The proposed Street Vacation is not expected to result in any negative impacts on the traffic-carrying capacity of Ramona Drive (a public street), since the area proposed to be vacated has been determined to be excess right-of-way by the City Engineer and is not currently in public use.

ENVIRONMENTAL REVIEW:

Street Vacation No. 197 will have no potentially significant effects on the environment and qualifies for exemption from environmental review in accordance with Section 15061(b)(3) of the California Environmental Quality Act (CEQA) Guidelines. Section 1506(b)(3) is the "general rule" exemption for projects where it can be seen with certainty that there will be no environmental effects as a result of the activity.

ALTERNATIVES:

The City Council may:

Continue the matter to allow for additional information; or,1.

Not adopt the Resolution.2.

STRATEGIC PLAN:

Not applicable.

SUBMITTED BY:

Brian Desatnik, Development Services Director
RECOMMENDED BY:

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

Brian Foote, City Planner/Planning Manager
Yvette M. Abich Garcia, City Attorney
Danielle Garcia, Management Services/Finance Director
Janice McConnell, Assistant City Manager
Janice McConnell, Assistant City Manager
Chris Boatman, Assistant City Manager
PREPARED BY:

Jazmin Serrato, Associate Planner
Fiscal Impact
Fiscal Year: FY 2025-26
Appropriation Required Y/N: No
Discussion:

Vacation of the right-of-way will not have a negative fiscal impact on the City's budget. A fee of $4,571.00 has been paid by the applicant to defray the expenses of researching and processing this application.

Attachments
Attachment A - Location Map and Aerial
Attachment B - Planning Commission Staff Report
Attachment C-1 – City Council Resolution No. 8714
Attachment C-2 – Exhibits A and B to Resolution No. 8714 (Legal Description and Exhibit)
City of Redlands
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Author: Redlands GIS
Legend
ParcelsAttachment A - Location Map & Aerial
Subject Location

PROSPECT
1300 Prospect.

City of Redlands

REQUEST FOR PLANNING COMMISSION ACTION

Planning Commission Agenda Item NO. 5.A.

Meeting Date:07/22/2025
APPLICANT:

SAJID A. AHMED
(PROJECT PLANNER: JAZMIN SERRATO, ASSOCIATE PLANNER)

Consideration of a Determination for General Plan conformity for Street Vacation No. 197 - A request to vacate a small portion of Ramona Drive, consisting of approximately 77 linear feet (1,200 square-feet) of public right-of-way, located adjacent to the property at 1300 Prospect Drive. The subject portion of right-of-way is located at the southeast corner of 1300 Prospect Drive (APN: 0174- 012-07-0000). This proposal qualifies for exemption from environmental review pursuant to Section 15061(b)(3) of the California Environmental Quality Act Guidelines.

SYNOPSIS

1. General Plan
Designation: Very Low Density Residential

2. Existing Zoning: Residential Estate (R-A) District

3. Surrounding Zoning:

North, East, & South: Residential Estate (R-A) District West: Planned Residential Development – Residential Estate (R-A) District & Suburban Residential (R-S) District

4. Existing Land Use:The subject area consists of a portion of Ramona Drive right-of-way that is adjacent to an existing single-family residence and Prospect Drive.

5. Surrounding Land Use:

North: Citrus Grove, Kimberly Crest House and Gardens
East: Citrus Grove/Agriculture
South: Vacant land & Single Family Residential
West: Single Family Residential

6. Area / Topography: The public right-of-way to be vacated is flat, consisting of a landscape planter and asphalt.

7. Environmental
Determination:

Exempt from environmental review pursuant to Section 15061(b)(3) of the California Environmental Quality Act Guidelines.

8. Socio-Economic Cost /
Benefit Study: Not Applicable.

9. Planning Commission
Submittal Dates:
(A) Date Submitted:
(B) Date Accepted As Complete:
(C) Planning Commission Meeting:

August 20, 2024
June 3, 2025
July 22, 2025

PROPOSAL
The applicant (the property owner of 1300 Prospect Drive) has filed an application to vacate a small portion of public right-of-way approximately 1,200 square feet in size that is partially improved as a public roadway. The subject portion of right-of-way is located at the southeast corner of a property with an existing single-family residence at 1300 Prospect Drive (see Attachments A and B).

Approximately 530 square feet of the subject right-of-way consists of a landscape planter (maintained by the property owner of 1300 Prospect Drive) and the remaining portion is paved with asphalt.

The applicant is requesting the 1,200-square-foot portion of Ramona Drive be vacated for the purpose of improving the lot line configuration of his property at 1300 Prospect Drive. The private property owner will continue to maintain the landscaped planter portion.

Noteworthy is that a portion of Prospect Dr./Ct. (totaling 341 feet in length) is considered a private road because it crosses into private property at 1300 Prospect Drive, and therefore, is not considered public right-of-way. This portion of roadway is not a part of this Street Vacation request. The Kimberly Crest historical property is located immediately to the northeast of 1300 Prospect Dr., with one means of roadway access provided from Prospect Dr./Ct. (see Background section below for further discussion).

BACKGROUND
In 1877, the subject portion of land was a portion of the parcel located at 1300 Prospect Drive, which was labeled then as Block 24, Lot 5, under Map No. 6 of Redlands Heights, north of California Street (now known as Ramona Drive). In 1931, the owners of Lot 5 granted to the City of Redlands a portion of the lot for street purposes at a value of ten dollars. In 1976, Parcel Map No. 1340 did not include the subject portion of land as part of Ramona Drive. However, in 1978, Parcel Map No. 4425 includes the subject portion of land north of Ramona Drive (a public road) and southwest of Prospect Drive (a private road).

Additionally, there is a recorded stipulation from 1999 (led by the Kimberly Shirk Association) for the use and access of Prospect Drive (private road) between the surrounding property owners. There is a gate located north of the subject portion of land for access to the private road which leads to the Kimberly Crest House and Gardens.

In 1985, the City Council approved Resolution No. 4055 (Attachment C) to preserve cut stone curbs and walls in older neighborhoods to preserve their historical character and appearance. The subject portion of Ramona Drive contains a landscape planter with a cut stone curb (in good condition) which aligns and extends with the southern property line of 1300 Prospect Drive. Although this area is not listed as a priority area for preservation, Resolution 4055 requires adjacent property owners to maintain in good condition all existing cut stone curbs along their respective frontages.

ANALYSIS
Pursuant to State law, the City may regulate traffic on its public streets, alleys, and walkways only to the extent expressly authorized. The law permits the City to vacate a street, alley, or walkway upon a finding supported by substantial evidence that the right of way is no longer needed for vehicular or pedestrian traffic and is unnecessary for present or prospective use.

California Government Code Section 65402(a) requires that prior to considering a vacation or abandonment of any public right-of-way, the planning agency (i.e., Planning Commission) shall review the matter and render a determination as to the proposal’s conformity with the City’s General Plan.

The 2035 General Plan’s Connected City chapter indicates Ramona Drive as a “Local Road” on Figure 5-5, Roadway Classifications. This roadway has been constructed with 18 feet of paving within approximately 60 feet of right-of-way (total right-of-way width varies). The subject portion of right-of-way (at the intersection of Ramona Dr. and Prospect Dr./Ct.) currently exceeds the width requirements of Ramona Drive as a public road. A portion of the subject area consists of a landscape planter maintained by the property owner of 1300 Ramona Drive, and the remaining portion is paved with asphalt that exceeds the width requirement for Ramona Drive along this segment of street. The subject area may be considered as excess right-of-way, and if the Street Vacation request is approved, it would not conflict with any General Plan map or designation.

Additionally, City Council Resolution No. 4055 requires all existing cut stone curbs and walls within public right-of-way to be maintained in good condition by the adjacent property owners. The northerly side of Ramona Drive has a cut stone wall, varying from 1' to 2' high, that wraps around the property at 1300 Prospect Drive. Similarly, Prospect Dr./Ct. (private road), a large portion of which is on the property of 1300 Prospect Drive, has a cut stone wall varying between 2' to 4' high at the intersection with Ramona Drive. These cut stone curbs and walls adjacent to 1300 Prospect Drive would be expected to be maintained and preserved in good condition by the property owner (the applicant in this case).

ENVIRONMENTAL REVIEW
Street Vacation No. 197 will have no significant effects or potentially significant effects on the environment as a result of this proposal, and qualifies for exemption from environmental review in accordance with Section 158061(b)(3) of the California Environmental Quality Act (CEQA) Guidelines.

FINDINGS
The Planning Commission may find and determine that the requested Street Vacation is consistent with the City’s General Plan.

RECOMMENDATIONS
Staff recommends that the Planning Commission find that Street Vacation No. 197 is in conformity with the City’s General Plan.

MOTIONS
“I move that the Planning Commission adopt Resolution No. 1710 and determine that Street Vacation No. 197 for an excess portion of Ramona Drive located adjacent to 1300 Prospect Drive is in conformity with the City’s General Plan.”
Attachments
Attachment A - Location Map and Aerial Photo
Attachment B - Legal Description & Exhibit
Attachment C - City Council Resolution No. 4055
Attachment D - Resolution No. 1710
City of Redlands
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PROSPECT
1300 Prospect.

RESOLUTION NO. 4055

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF REDLANDS

REGARDING PRESERVATION OF CUTSTONE CURBS AND WALLS
WHEREAS, this City Council finds that cutstone curbs and walls throughout the City of Redlands, are important elements of the_ City's streetscape and represent the craftsmanship of an age gone by as well as an interesting aspect of the City's heritage; and WHEREAS, the Historic and Scenic Preservation Commission has inventoried our cutstone curbs and found a majority of them to be in good condition; and
WHEREAS, most of these curbs are found in the central core area of the City between Center Street, Redlands Boulevard, Brookside Avenue and Highland Avenue but elsewhere in the City there are scattered stretches of such curbs or walls, the major portion of which are also in good repiar;
NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Redlands as follows:

1. All existing cutsone curbs and walls in the public right of-way shall be maintained by the adjacent property owner in good repair.

2. Upon receipt of information or a complaint, property owners adjacent to curbs and walls in disrepair shall be notified by City staff of their responsibility to maintain such curbs and walls in a safe and attractive manner.

3. The City of Redlands Public Works Standard Detail Drawing No. 100 D (Standard Stone Curb Section) shall be used for new curbing and for repair of existing curbing. Alterations or repairs to existing cutstone curbs shall be effected in a manner conforming to surrounding curb characteristics. For example, repairs to splitface or rounded stone shall include replacements with the same kind of stone.

4. When streets with cutstone curbs are widened, cutstones shall be salvaged, and developers shall be encouraged to reuse the cutstone curbs as part of such street improvement project.

5. Cutstone materials which must be removed shall be stored at the City's stockpile for use in repair and restoration of other cutstone curb and wall areas. Stockpiled cutstones shall be utilized for public right-of-way improvements, not for private construction.

6. When resurfacing City streets with cutstone curbing, City contractors and crews shall take all necessary care to assure that such curbs will retain their full height and their gutters will remain exposed. City specifications on public works projects shall reflect this policy.
7 . Cutstone curbs and walls shall not be painted, and instead appropriate traffic regulatory signs shall be posted, unless otherwise determined by the Street Superintendent when considering public safety, historic preservation , and aesthetics. When any painting of cutstones over 25 feet in length is considered, the Street Superintendent shall first consult the Historic and Scenic Preservation Commission.
8 . Where curb sections have been painted, the City shall encourage the returning of the curbs to their natural state rather than any repainting.
9 . The City shall develop a public awareness program to explain the importance of cutstone curbs and walls to the City ' s heritage and to assist property ownes in fulfilling their responsibilities for maintenance and upkeep of such curbs and walls.
10 . The following are priority areas for cutstone curb and wall preservation:

Major Streets
Brookside Avenue
Cajon Street
Center Street
Colton Avenue ( Between Orange St. and Grove St. )
Cypress Avenue ( Between Cajon St. and Center St. ) Fern Avenue ( Between Redlands Blvd. and Center St. ) Highland Avenue ( Between Cajon St. and Crown St. ) Olive Avenue ( Between Lakeside Ave. and Citrus Ave . ) Palm Avenue ( Between Cajon St. and Center St. )
Texas Street ( Between Colton Ave. and Pennsylvania Ave . ) Secondary Streets
Alvarado Street ( Between Olive Ave. and Highland Ave . ) Buena Vista Street ( Between Brookside Ave . and Fern Ave . ) Clay Street ( Between Brockton Ave . and Lugonia Ave. ) Clark Street ( Between Eureka St. and Redlands Blvd . ) Crescent Street
Cypress Circle
Elizabeth Street ( Between Crescent St. and Halsey St. ) Eureka Street ( Between Brookside Ave. and Cypress Ave . ) Fourth Street ( Between Olive Ave . and Cypress Ave . ) Grant Street ( Between Brookside Ave . and Fern Ave . ) High Avenue ( East of Church St. )
Home Street ( Between Alvarado St. and Cajon St . ) Knoll Road ( Between Crescent St. and Fountain Ave . ) Myrtle Street ( Between Olive Ave . and Fern Ave. ) Nordina Street ( Between Olive Ave. and Fern Ave. ) Ohio Street ( Between Brockton Ave . and Lugonia Ave. ) Resolution No. 4055
Page two -

Secondary Streets ( Continued)
San Jacinto Street
Sonora Street ( Between Olive Ave . and Fern Ave . ) Summit Avenue
University Avenue
Washington Street ( Between Brockton Ave . and Delaware Ave . ) Western Avenue ( Between Texas St. and Herald St . ) Streets with Significant Walls
Alessandro Road ( Between Crescent St . and Sunset Dr . ) Mariposa
Sunset Drive South
Other Areas
Sylvan Park
University of Redlands
ADOPTED, SIGNED AND APPROVED this 7th day of May, 1985 .

Mayor of the City of Redlands
ATTEST:
city C erk
Resolution No. 4055
Page three -

1 I:\cmo\Resolutions\8714 Street Vacation 197.doc-wm

RESOLUTION NO. 8714

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF REDLANDS

FINDING THAT EXCESS PUBLIC ROAD RIGHT -OF-WAY LOCATED
ADJACENT TO THE PROPERTY AT 1300 PROSPECT DRIVE IS

UNNECCESSARY FOR PRESENT OR PROSPECTIVE STREET PURPOSES, AND ORDERING A SUMMARY VACATION (STREET VACATION NO.
197)

WHEREAS, Sajid A. Ahmed (“Applicant”) has requested the summary vacation of a portion of excess public right-of-way, approximately 1,200 square feet in size, that is partially improved as public roadway, located at the southeast corner of a property with an existing single- family residence at 1300 Prospect Drive (APN: 0174-012-07-0000); and

WHEREAS, the City of Redlands is authorized to vacate all or part of a public street or public service easement within the City pursuant to the Public Street s, Highways, and Service Easements Vacation Law (California Streets & Highways Code, Section 8300 et. seq.); and

WHEREAS, pursuant to Section 8334(a) of the California Streets & Highways Code, the City may summarily vacate excess right -of-way of a street not required for street purposes , and the proposal meets this criteria; and

WHEREAS, in accordance with Section 8334.5 of the California Streets & Highways Code, the street may be summarily vacated if there are no in-place public utility facilities that are in use that would be affected by the vacation, and the proposal meets this criteria; and

WHEREAS, the proposal qualifies for exemption from environmental review in accordance with the California Environmental Quality Act (CEQA), pursuant to Section 15061(b)(3) of the CEQA Guidelines for projects where there is no possibility of any significant environmental effects; and

WHEREAS, the City has determined that the City Engineer (or other City official deemed appropriate or otherwise authorized by City) shall be authorized to (a) sign all documentation necessary to vacate and quitclaim said excess right -of-way and easements , and (b) cause such documentation to be recorded in the Official Records; and

WHEREAS, on July 22, 2025, the Planning Commission held a public meeting on the proposal, and found that the vacation of the excess right-of-way would be in conformance with the City of Redlands 2035 General Plan; and

WHEREAS, on September 16 , 2025 , the City Council held a public meeting on the proposed summary vacation, and considered all testimony provided by the applicant and any other persons interested on the proposed vacation.
2 I:\cmo\Resolutions\8714 Street Vacation 197.doc-wm

NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF REDLANDS AS FOLLOWS:

SECTION 1. The project is exempt from CEQA in accordance with the California Environmental Quality Act Section 15061(b)(3), as there is no possibility that the Street Vacation may have a significant effect on the environment

SECTION 2. The City Council of the City of Redlands, having elected to proceed under the provisions of Division 9, Part 3, Chapter 4 of the Streets & Highways Code of the State of California, hereby orders the summary vacation of approximately 1,200 square feet of excess right-of-way, as more specifically described in Exhibit “A” and “B” attached hereto and made a part hereof, based upon the following determinations:

A. In accordance with Streets & Highways Code Section 892, the subject segment of public right-of-way is not useful as a motorized or non-motorized transportation facility; and

B. The subject segment of public right-of-way is excess and unnecessary right -of- way for street or highway purposes.

SECTION 3. The City Engineer (or other City official deemed appropriate or otherwise authorized by City) is hereby authorized to and shall sign all documentation necessary to effect the vacation of the subject excess right -of-way, at which time the subject excess right -of-way shall be vacated and no longer constitute a street, highway, or public service easement.

SECTION 4. This resolution shall take effect immediately fol lowing the recordation of this Resolution by the San Bernardino County Recorder.

ADOPTED, SIGNED AND APPROVED this 16th day of September 2025

______________________________
Mario Sauceda, Mayor

ATTEST:

__________________________
Jeanne Donaldson, City Clerk
3 I:\cmo\Resolutions\8714 Street Vacation 197.doc-wm

I, Jeanne Donaldson , City Clerk of the City of Redlands hereby certify that the foregoing resolution was duly adopted by the City Council at a regula r meeting thereof, held on the 16th day of September 2025, by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:

______________________________
Jeanne Donaldson, City Clerk

4 I:\cmo\Resolutions\8714 Street Vacation 197.doc-wm
Exhibit A
Legal Description
Street Vacation No. 197

[Attached]

5 I:\cmo\Resolutions\8714 Street Vacation 197.doc-wm
Exhibit B
Plat Map
Street Vacation No. 197

[Attached]

City Council/Financing Authority Meeting I. 7.

DATE: 09/16/2025
TO: Honorable Mayor and City Council Members
SUBJECT: Approve of the Local Cooperative Fire Protection Agreement between the City of Redlands and the U.S. Department of Agriculture, Forest Service, San Bernardino National Forest (Fire Chief Sessler)
MOTION(S):

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

I move to approve the Local Cooperative Fire Protection Agreement between the City of Redlands and the U.S. Department of Agriculture, Forest Service, San Bernardino National Forest, and authorize the Mayor to execute the agreement on behalf of the City.

RECOMMENDATION:

Staff recommends the City Council approve the Local Cooperative Fire Protection Agreement between the City of Redlands and the U.S. Department of Agriculture, Forest Service, San Bernardino National Forest, for the provision of reciprocal fire protection, including mutual aid, reimbursable assistance, and coordinated efforts in the prevention, detection, management, and suppression of wildland fires.

DISCUSSION:

The Local Cooperative Fire Protection Agreement is established under the Reciprocal Fire Protection Act of 1955 (42 USC 1856a, as amended). This federal law authorizes federal agencies, such as the U.S. Forest Service, to enter into agreements with state and local fire organizations to provide mutual aid for fire protection. The Act allows agencies to share resources, equipment, and personnel for the prevention, detection, and suppression of fires, and it permits reimbursement for assistance when appropriate. Its purpose is to permits reimbursement for assistance when appropriate. Its purpose is to improve efficiency, reduce duplication of services, and ensure faster, coordinated response to fires that cross jurisdictional boundaries between federal, state, and local lands.

Given Redlands’ proximity to federally administered forest lands, cooperative agreements are necessary to ensure effective response to wildland fire incidents that extend across jurisdictional boundaries. The Local Cooperative Fire Protection Agreement provides reciprocal fire protection through mutual aid, reimbursable assistance, and coordinated efforts in the prevention, detection, management, and suppression of wildland fires.

The Forest Service is responsible for the prevention, detection, management, and suppression of wildland fires on San Bernardino National Forest-administered lands. While the Forest Service does not respond to structure fires, vehicle fires, or traffic accidents, it may assist when such incidents create a wildland fire threat to adjacent federal lands. In turn, while the Redlands Fire Department provides structural fire protection, emergency medical services, hazardous response, and fire prevention within the City of Redlands, they also provide mutual aid support when wildland fires threaten lands adjacent to the City's jurisdiction.

The agreement enhances public safety, improves efficiency by reducing duplication of resources, and strengthens interagency coordination. It ensures timely response and improves outcomes during wildland fire incidents that may affect both city and federal lands.

ALTERNATIVES:

The City Council may decline to approve the agreement. However, without this agreement, the City would have limited ability to secure coordinated support from the U.S. Forest Service during wildland fire events affecting areas adjacent to Redlands.

STRATEGIC PLAN:

Priority B - Public Health and Safety
SUBMITTED BY:

Rich Sessler, Fire Chief
RECOMMENDED BY:

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

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

Bruni Reyes, Management Analyst
Fiscal Impact
Fiscal Year: FY 2025-26
Revenue Generating: N
Discussion:

There is no direct fiscal impact to the General Fund. Any costs incurred for reimbursable assistance will be managed and recovered in accordance with the provisions of the agreement.

Attachments
Local Fire Protection Agreement

City Council/Financing Authority Meeting I. 8.

DATE: 09/16/2025
TO: Honorable Mayor and City Council Members
SUBJECT: Approve a Products Agreement with Nearmap US, Inc. to provide aerial imagery services for an amount not-to-exceed $72,213 for three years (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 that the City Council approve a Products Agreement with Nearmap US, Inc. to provide aerial-imagery services for an amount not-to-exceed $72,213 for three years.

RECOMMENDATION:

Staff recommends that the City Council approve the Products Agreement with Nearmap for aerial-imagery services for an amount not-to-exceed $72,213, for three years.

DISCUSSION:

The City of Redlands' GIS team uses Nearmap's aerial imagery daily to provide quality services to multiple departments in the City. The City has been using aerial-imagery services from Nearmap since December 2017, and wishes to continue their partnership with a three-year (36 months) agreement.

Nearmap provides sub-2.5" high-resolution aerial imagery for both vertical and oblique orientations. This means that the imagery is capable of capturing details on the ground that are greater than or equal to 2.5 inches, and even smaller.

Vertical aerial imagery is flown between two to four times per year, and oblique imagery is flown once per year in our area. These aerial imagery services are currently used in Municipal Utilities and Engineering, Development Services, Facilities and Community Services, Fire, Police, and Management Services Facilities and Community Services, Fire, Police, and Management Services departments. Additionally, this software is already integrated into several ArcGIS-related applications, making it extremely easy to access and use.

Nearmap has also provided the City an allotment of 3D data exports derived from their yearly oblique imagery capture, and Nearmap now provides AI-derived service layers as an export which can be used to identify ground coverage for surfaces such as buildings, concrete, asphalt, and vegetation.

The proposed products agreement from Nearmap will allow for 36 months or three years, of access to Nearmap's services. The first year, should the agreement be approved today, will have a retroactive start date of August 15, 2025 and will cost $22,029, the second year will cost $24,012, and the third year will cost $26,172, for a total amount not-to-exceed $72,213.

ALTERNATIVES:

The City Council may choose to reject, modify, or table this item.

STRATEGIC PLAN:

N/A
SUBMITTED BY:

Danielle Garcia, Management Services/Finance Director
RECOMMENDED BY:

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

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

Valerie Abrego, Management Analyst
Fiscal Impact
Fiscal Year: 2025-2026
Revenue Generating: No
Appropriation Required Y/N: No
Amount: $22,028.90
Budgeted Y/N: Yes
Account No.: 604900
Discussion:

Funding for the first year of the agreement is included in the Department's adopted budget for FY 2025-2026. Funding for subsequent years will be included in future budget requests.

Attachments
Nearmap Sole Source Form
Nearmap Agreement

RENEWAL QUOTE
Nearmap US, Inc.
1850 W Ashton Blvd, Suite 500
Lehi, UT 84043, USA
Phone: +1 (801) 609 7250
Customer Name City of Redlands, CA Quote Number Q109271 Contract Commencement Contract commences upon
signing of quote.

Quote Expiry
Subscription Term 36 Month Account Rep
Subscription Start Date 08/15/2025 Payment Term
Payment Method
Bill To City of Redlands, CA
Claudia Caceres
35 Cajon Street,
Redlands, California, 92373
(909) 335-4784 ext. 2
[email protected]
Ship To
09/20/2025
Stephanie Simister
[email protected]
Net 30
Invoice
City of Redlands, CA
Claudia Caceres
35 Cajon Street,
Redlands, California, 92373
(909) 335-4784 ext. 2
[email protected]

PRODUCT ALLOWANCE COVERAGE SEATS
3D Viewer NA Nationwide NA
ArcGIS Integration NA NA NA
Nearmap AI 27753 Parcels / Year Nationwide NA
AI Pack: Roof Characteristics NA Nationwide NA
AI Pack: Building Footprints NA Nationwide NA
AI Pack: Building Characteristics NA Nationwide NA
AI Pack: Surfaces NA Nationwide NA
AI Pack: Vegetation NA Nationwide NA
AI Offline Vector 27753 Credits/Year Nationwide NA
Nearmap Oblique for Government NA Nationwide Unlimited
3D Export Pro 5 sq.mile/Year Nationwide NA
Total USD $72,212.94

ATTEST:

___________________________
Jeanne Donaldson, City Clerk
Signature / Digital Acceptance:

Full Name:

PO Number (if required):

If printed, please sign, scan and email to: [email protected] By selecting “Yes” or signing below, you acknowledge that (a)(i) the Additional Terms and Conditions of the previous Agreement between the Licensee and Nearmap applies to this Renewal Quote, unless otherwise specified in Schedule 1 of this Renewal Quote, and (ii) the Product -Specific Terms set out in Schedule 2 of this Agreement applies to this Renewal Quote, (b) you have the authority to agree to this Renewal Quote, (c) you agree to pay the fees set forth herein plus any applicable tax(es) as set forth in the resultant invoice(s). You acknowledge that the Coverage Area by Nearmap is outlined at https://www.nearmap.com/us/en/current-aerial-maps-coverage.

Note: The terms of your Agreement remain the same unless varied by this Renewal Quote. The total in this Renewal Quote is only an estimate of your next invoice. Final credits and amendments to the subscription is dependent upon the date this Renewal Quote is accepted.

ACCEPTANCE OF Q109271 will constitute an Agreement with Nearmap Date:

Position:

Schedule 1
Additional Payment Terms
Amounts payable each year ( Excluding Tax)
Year 1: $22,028.90 Year 2: $24,011.50 Year 3: $26,172.54 Additional Terms and Conditions

1. Section 1.3 of the agreement does not apply to this license, and any auto-renewal of the Agreement will be by mutual agreement between the parties.

2. Section 1.6 of the agreement does not apply to this license.

3. Definitions of "Periodic Data Allowance· and "Excess Data Rate" in the agreement do not apply to this License.

4. The Licensee agrees that the right to use the Product is only to be used, solely by the Licensee and at all times excludes making the Product available in any medium or manner (including but not limited to sharing or using the License (as defined in the Products Agreement)) with:
a. any lower tier government, including but not limited to cities and township; b. any neighboring local governments, including but not limited to county, parish, city, or town governments; and/or c. any higher tier government, including but not limited to county, parish, state or provincial agency.

5. Annual Actual Usage Nearmap measures data usage by the Licensee under this License as follows:
a. the data allowance used by the Licensee will be calculated at the end of the Term (or Renewal Term), based on the total data usage of all users who access and use the Licensee's Nearmap account during the Term (or Renewal Term) (Annual Actual Usage); and b. if the Licensee elects to download Products available to the Licensee on the Website or accesses the Product through other delivery methods made available by Nearmap from time to time, this will be applied to the Annual Actual Usage. The Licensee may have the option to elect to download high resolution images. Downloading these images will lead to a higher Annual Actual Usage than downloading a lower resolution image.

6. The Annualized Estimated Usage is for the sole purpose of informing the Licensee of their estimated usage for the Term. In th e event the Licensee exceeds the Annualized Estimated Usage, it will not incur additional fees or lose access to the Products.

7. Renewal If the Agreement is renewed by mutual agreement between the parties, the parties will in good faith discuss the appropriate Annualized Estimated Usage of the Renewal Term based on the Licensee's usage pattern and/or the Annual Actual Usage during the current Term.

8. The Licensee is not permitted to
a. use its access to the Website or the Products under this Agreement for the purposes of creating a database of images for resale, distribution, sub- license or other commercial purposes (unless expressly permitted under the Agreement) and mass downloads or bulk feeds of any imagery; b. pre-fetch, retrieve, cache, index, or store any Content, or portion of the Products with the exception being that the Licensee may store limited amounts of Content solely to improve the performance of the access to the Products due to network latency, and only if the Licensee does so temporarily, securely, and in a manner that does not permit use of the Content outside of the license, does not manipulate or aggregate any Content or portion of the Products and does not prevent Nearmap from accurately tracking usage and does not modify attributio n in any way; and c. review, analyze and process the Products through use of machine learning tools, this includes creation of any new products by the licensee.

9. For the purposes of this Nearmap for Government Product-Specific Terms, a. Content means any content made available to the Licensee in connection with the License and the Website; and b. Annualized Estimated Usage means the permitted use of data specified in the New Subscription Quote (or Renewal Quote and Amendment Quote) by the Licensee for the period of one (1) year from the Commencement Date.

10. This agreement is subject to annual appropriation by the City . In the event sufficient funds are not appropriated for payments due under this Agreement, the City may terminate the Agreement without penalty by providing written notice to the vendor.

11. Section 4.6 (Late Payment) of the Agreement is deleted in its entirety and replaced with “Intentionally Omitted”.

12. Section 9.8 (Indemnity) of the Agreement is amended to include the words “third party” after the words “direct or indirect”.

13. Section 13.1 (Confidentiality) of the Agreement is deleted in its entirety and replace with the following:
“13.1 Confidentiality From time to time during the Term, either Party may disclose or make available to the other Party information about its busin ess affairs, products, confidential intellectual property, trade secrets, third -party confidential information, and other sensitive or proprietary information (collectively, “Confidential Information”). Each Party shall hold the other’s Confidential Information in confidence and not make the other’s confidential Information available to any third party or use the other’s Confidential Information for any purpose other than the implementation of this Agreement.

Each Party shall take all reasonable steps to ensure that the other’s Confidential Information to which it has access is not disclosed or distributed by its employees or agents in violation of the terms of this agreement. Notwithstanding subsection (a), a Party may disclose Confide ntial Information to the extent such Confidential Information is:
(i) As contemplated to provide the Services or otherwise explicitly authorized under this Agreement; or (ii) Disclosed to the receiving Party’s Affiliates and its and their employees or representatives who have a need to know the Confidential Information; or
(iii) To comply with a subpoena or the order of court or other governmental body of competent jurisdiction, or (iv) As otherwise necessary to comply with applicable local, state or federal law or regulation, provided that, to the extent it is legally permitted to do so, it gives the other Party advance notice of such disclosure; or (v) To establish a Party’s rights under this Agreement, including to make required court filings.

Exclusions. Confidential information does not include information that, at the time of disclosure is: (i) in the public domain through no fault of the receiving Party; (ii) known to the receiving Party at the time of disclosure on a non -confidential basis; (iii) rightfully obtained by the receiving Party on a non - confidential basis from a third party; or (iv) independently developed by the receiving Party.”

14. Section 17.9 (Assignment) of the Agreement is amended to delete the words “or substantially all” after the words “a purchaser of”.

Schedule 2

Product-Specific Terms

PRODUCT-SPECIFIC TERMS APPLICABLE TO 3D VIEWER

1. No Periodic Data Allowance – Periodic Data Allowance will not apply to the use of the 3D Viewer Product.

2. Additional Uses – The Licensee is permitted to capture static images or video snapshots of 3D Viewer Product using any available print screen or video capture function and use the static images or video snapshots for purposes of creating Derivative Works. Derivative Works specifically in relation to the Licensee’s use of the 3D Viewer Product means any new work created by or for the Licensee that incorporates or embeds static images or video snapshots of the 3D data.

PRODUCT-SPECIFIC TERMS APPLICABLE TO ARCGIS INTEGRATION

1. The Licensee’s usage of the ArcGIS Integration will be counted towards the Licensee’s total Periodic Data Allowance. Please ensure that you have sufficient Periodic Data Allowance to meet your requirements with ArcGIS Integration to avoid restrictions being placed with your subscription.

PRODUCT-SPECIFIC TERMS APPLICABLE TO NEARMAP AI AND RELATED PRODUCTS

The Terms and Conditions set out in section 1 “AI Attributes: General Provisions” below apply to all Nearmap related AI Products.

1. AI Attributes: General Provisions

(a) AI Attributes have been computed under the parameters set out in Help Center.

(b) The Licensee must not use AI Attributes as training datasets on its machine learning models or automated processes, or to create such models or processes, which enables the Licensee to run such models or processes independently without the use of Nearmap’s AI Attributes, after termination or expiry of the Agreement.

(c) Subject to the delete and destroy obligations under this Agreement, the Licensee may store and use AI Attributes exported from the Website, an API or as provided by Nearmap for the Permitted Purposes only.

(d) The Licensee shall, within seven (7) days from the expiry or termination of the Agreement, provide Nearmap a certification declaring that it has deleted and destroyed all AI Attributes.

2. Specific Licensing Terms: Nearmap AI

(a) AI Attributes can be viewed through the Website within the Coverage Area.

(b) AI Attributes can be exported through the Website and/or through an API (if API Feature API is an included Product) in formats which may include geospatial file format and flat file format.

(c) AI Attributes for a defined area of interest of parcels can be exported up to the allocated Usage Allowance. Each time the Licensee selects an area of interest for export, it will be deducted from the Usage Allowance. Unused Usage Allowance will not be rolled over to the next Period.

(d) Where a selected area of interest exceeds the remaining Usage Allowance, the Licensee will be unable to request the export .

(e) Once the Licensee has used its Usage Allowance it will no longer be able to request an export unless it elects to purchase Top Up Blocks or until its Usage Allowance resets.

(f) Additional terms related to Usage Allowance are set out in the Help Center.

3. Specific Licensing Terms: AI Packs

The type of AI Attributes that can be viewed and/or exported will depend on the AI Pack licensed by the Licensee. Full details of the data layers connected to a particular AI Pack can be found at the Help Center. The type of AI Pack available to the Licensee will be set out in the Quote.

4. Specific Licensing Terms: AI Offline Parcel, AI Offline Vector and AI Offline Raster

The type and frequency of AI layers to be provided to the Licensee will be set out in the Order Summary up to the Usage Allowance.

5. Definitions

(a) AI Attributes means the “AI layers” made available from the Website (which are not exportable) and the exportable “AI parcel” data.

(b) API means an application programming interface.

(c) Help Center means the user guides, operating manuals, training materials, product/service descriptions, product/service specifications, technical manuals, supporting materials, specifications, and other information relating to the Products, including all subsequent revisions and additions thereto as published on our Help Center.

(d) Usage Allowance for:

(i) Nearmap AI means the “Parcel” allowance as specified in the Quote, plus the aggregate Parcel allowance for purchased Top Up Blocks for that Period; and

(ii) AI Offline Parcel, AI Offline Vector or AI Offline Raster means the ”Credit” allowance as specified in the Quote, plus the aggregated Credit allowance for purchased Top Up Blocks for that period.

PRODUCT-SPECIFIC TERMS APPLICABLE TO 3D EXPORT PRO

1. This bundled product includes 3D Export and 3D Viewer. Nearmap Product -Specific Terms shall apply to 3D Export and 3D Viewer. The 3D Export Pro (including all of the bundled Products) will automatically renew for further periods in accordance with the terms of the Agreement, unless otherwise agreed in writing between the parties.

PLEASE READ THIS PRODUCTS AGREEMENT CAREFULLY. BY ACCEPTING THIS AGREEMENT BY EXECUTING A QUOTE, YOU AGREE TO BE BOUND BY THIS PRODUCTS AGREEMENT, THE QUOTE AND ALL TERMS INCORPORATED BY REFERENCE. IF YOU DO NOT AGREE TO ALL OF THESE TERMS, DO NOT ACCESS OR USE, YOU MUST NOT ACCEPT THIS PRODUCTS AGREEMENT AND NOT USE ANY NEARMAP PRODUCTS AND SERVICES.

PRODUCTS AGREEMENT
Recitals
A. Nearmap is a provider of aerial photography and associated products and services.

B. Nearmap agrees to supply the Licensee with the Products described in the Quote, subject to the terms of this agreement, the Additional Terms and Conditions, Product Specific Terms, any Schedules and the Quote which together constitute the legal agreement between the Licensee and Nearmap (the "Agreement").

Definitions of capitalized words are set out in section 18 of the Agreement.

1. GRANT OF LICENSE TO USE PRODUCTS

1.1 Grant Subject to the terms of this Agreement and payment by the Licensee of the Fees, Nearmap grants to the Licensee a limited, non -exclusive, non transferrable license for the Term to use the Products for and to the extent of the Permitted Purpose (the "License").

1.2 Authorized Users The Products available under this License are only to be used by the total number of Authorized Users. The Licensee shall implement reasonable controls to ensure that it does not exceed the number of Authorized Users. If the number of users exceeds the total number of Authorized Users, the Licensee will be in breach of this Agreement.

1.3 Renewal Upon the expiration of the initial Term, this Agreement subject to any amendments to this Agreement required by Nearmap, shall be renewed automatically for successive renewal terms of twelve (12) months each (each a "Renewal Term") unless terminated by either party by providing at least 30 days' written notice of its intention not to renew this Agreement prior to the expiry of the initial Term or any current Renewal Term.

1.4 Replacement Product Nearmap may from time to time supply the Licensee with a replacement Product of no lesser quality than the previously supplied Product at its absolute discretion. If requested by Nearmap, the Licensee must stop using any previously supplied Product and use the replacement Product from the date of delivery from Nearmap.

1.5 Acknowledge Nearmap source The Licensee must expressly acknowledge Nearmap, in a reasonably prominent manner (by displaying the Nearmap logo or other appropriate attribution), as the source of any Product or Derivative Works that the Licensee uses, copies, modifies or distributes. Unless otherwise permitted in writing, the Licensee must not remove or cause to be removed any Nearmap logo, watermark or other Nearmap attribution in any Product or Derivative Works.

1.6 Data Use for Government Products Nearmap measures data usage by the Licensee under this License for Government Products. When using Government Products, Nearmap's Fair Use Policy regulates the Licensee's consumption of data during the Term (or Renewal Term) the following conditions also apply to the Licensee's use of Government Products:
(a) the amount of data used by the Licensee on the Government Products will be monitored and then calculated at the end of every Term or Renewal Term based on the total data of all users who access and use the Licensee's Nearmap account during that Period; and
(b) if the Licensee elects to download and/or export Government Products available to the Licensee on the Website, this will be applied to the calculation of the Licensee's use of the Government Products.

1.7 Allowance for Non -Government Products Non-Government Products Licensed to the Licensee may be subject to additional Allowance, Periodic Allowance or Periodic Data Allowance terms that are published in the Product Specific Terms and if applicable the Periodic Allowance Section.

1.8 Unavailability Subject to section 12, If a Product is not available for a period of 3 consecutive days, the Term will be extended by the period of such unavailability.

2. RESTRICTIONS ON RIGHT TO USE PRODUCTS

2.1 Permitted Purpose The Products must only be used for the Permitted Purpose.

2.2 No right to distribute, transfer, resell, assign or sublicense This License is granted only to the Licensee. The Licensee must not distribute, transfer, resell, assign, rent, lease or sublicense any Product or any of the Licensee's rights under this License without Nearmap's prior written consent.

2.3 No third party access Unless otherwise provided in this Agreement, the Licensee must not make any Product available in any medium or manner to any third party (including but not limited to the Licensee's subsidiaries, affiliates, any lower or higher tiered governments and any neighbouring local government).

2.4 Employees The Licensee may make Products available to any employee of the Licensee, subject to that person complying with the terms of the Agreement as if they were a party to it and the total number of Authorized Users has not been exceeded. Such employees are deemed to be Authorized Users. The Licensee is responsible and liable for any person who uses the Licensee's account access details or uses Products made available to the Licensee in breach of this Agreement, including, without limitation, for any additional fees that become payable if the Licensee exceeds the number of Authorized Users.

Nearmap US, Inc.

2.5 No machine learning The Licensee must not conduct machine learning work in connection with this Agreement or any Products, which includes but Is not limited to any:
(a) machine learning models (including the model form and model parameters); (b) outputs of machine learning models;
(c) software that processes or transforms Input data for training a machine learning model or getting a prediction from a machine learning model Into a format suitable for training or making such prediction; or
(d) software used to train a machine learning model or compute outputs of a machine learning model for a given set of input data.

2.6 No caching and creation of database Except as expressly permitted under this Agreement, the Licensee is not permitted to:
(a) use its access to the Products under this Agreement for the purposes of creating a database of Imageries for resale, distribution, sub-license or other commercial purposes and mass downloads or bulk feeds of any imagery; and (b) pre-fetch, retrieve, cache, index, or store any Content or portion of the Products.

2.7 Restriction on integration methods The Licensee is only permitted to use API Integration method authorized by Nearmap, or other integration methods authorized by Nearmap in writing, including but not limited to integration with the Licensee's or other third party platforms or software.

2.8 Limits on use of Website In the Licensee's use of the Website, the Licensee must not (without the prior written consent of Nearmap):
(a) provide a link to another URL;
(b) upload content or other information to the Website (except as necessary to use the Products);
(c) do anything to damage, interfere or disrupt access to the Website or do anything which might impair its functionality;
(d) use the Website in any way to send unsolicited email (commercial or otherwise) or any other material for marketing or publicity purposes; (e) publish, post, distribute, disseminate or otherwise transmit, defamatory, offensive, infringing, obscene, indecent or other unlawful or objectionable or confidential material or information;
(f) make available, upload or distribute by any means any material or files that contain any viruses, bugs, corrupt data, "trojan horses", "worms" or any other harmful software;
(g) remove any content or information from the Website, other than that permitted under the terms of this License;
(h) falsify the true ownership of a Product or other material or information made available via the Website;
(i) obtain or attempt to obtain unauthorized access, through whatever means, to the Website;
0) use the Website other than In accordance with this Agreement; (k) attempt any of the above acts or engage, encourage or permit another person to do any of the above acts; or
(I) provide or allow access which exceeds the total number of Authorized Users in connection with use of the Product.

2.9 Breach If the Licensee breaches any of sections 2.1 to 2.8 inclusive, Nearmap reserves its rights to terminate the Agreement in accordance with section 6.2, restrict the Licensee's access to the Products, and take any other steps available to it at law.

3. THE LICENSEE'S ACCESS TO PRODUCTS AND SERVICES

3.1 Authorized Users Any password/ID Issued by Nearmap to an Authorized User Is personal and confidential to that Authorized User. If Nearmap suspects that any password/ID Is being used by an unauthorized person, by a different Authorized User to the person to whom it was issued or the number of Authorized Users has been exceeded, Nearmap may:
(a) cancel that password/ID;
(b) restrict the Licensee's access to the Product to low resolution imagery, or apply any other restrictions on access that Nearmap determines in its absolute discretion;
(c) immediately cease the Licensee's access to the Product; (d) require the Licensee to pay for any additional fees due based on the standard Nearmap Fees for the applicable Product, In respect of any such unauthorized use; and/or
(e) exercise any other right available to Nearmap under the terms of this Agreement oral law.

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3.2 Downtime Nearmap will use reasonable efforts to ensure that the Website remains available but cannot guarantee that this will be the case at all times.

Nearmap agrees that, wherever possible, all planned maintenance will be done out of normal Operational Hours to ensure optimal uptime of the Website. When Nearmap becomes aware of any Fault, Nearmap will use reasonable efforts to:
(a) allocate such resources as may be necessary to remedy the Fault; and (b) otherwise take all reasonable steps to remedy the Fault so as to minimize any disruption to the Licensee's use of the Products.

3.3 Expiry The Licensee's License will expire at the end of the Term unless renewed in accordance with section 1.3 and may be suspended or terminated In accordance with section 6.2 if the Licensee Is in breach of this Agreement.

3.4 Unauthorized Use Licensee shall take reasonable steps to prevent unauthorized access to the Products, including without limitation protecting its passwords and other log -in information. The Licensee shall notify Nearmap Immediately of any known or suspected unauthorized use of the Products or breach of Its security and shall use best efforts to stop said breach and minimize the adverse impact of said breach on Nearmap.

3.5 Audit During the Term of this Agreement and for two (2) years after termination or expiry of this Agreement, the Licensee shall maintain records regarding its use of the Products according to its record keeping policies and procedures.

The Licensee shall permit Nearmap (or its auditors) access to the Licensee's records pertaining to the Licensee's use of the Products. Nearmap will give at least thirty (30) days prior written notice of an audit and will not conduct an audit more than once per calendar year unless non-compliance findings are noted, in which case the audit period may be extended.

3.6 Audit Findings If an audit results In findings of non-compliance, Nearmap may, at its discretion (a) invoice any additional license fees due based on the standard Nearmap Fees in place at the time of the original license grant, (b) recover the reasonable cost of the audit if additional Fees exceed five (5) per cent of the Fees paid during the audit period and (c) terminate this Agreement in accordance with section 6. Licensee must pay all invoices issued under this section within thirty (30) days following the date of invoice or such other period agreed between the parties.

4. FEES

4.1 Fees The Fees payable by the Licensee are set out In the Quote.

4.2 Payment The Fees are payable by the Licensee to Nearmap in the manner and by the due date as set out in the Quote at the beginning of each Term unless otherwise agreed by Nearmap. Where the Fees are payable by credit card, the Licensee authorizes Nearmap to charge the Licensee's credit card for all purchased Products listed in the Quote for the initial Term and any Renewal Term.

4.3 No cancellation Subject to section 4.4, all Fees are non-cancellable and non refundable except as expressly set out in the Agreement.

4.4 Refund of Fees If the Licensee is not in breach of the Agreement, and Nearmap elects to terminate the Agreement under section 6.3, Nearmap will refund the Licensee any pre-paid fees relating to the portion of Term remaining as at the date of termination.

4.5 Taxes Unless otherwise stated, Fees and Late Payment Fee do not Include any direct or indirect local, state, provincial, federal or foreign taxes, levies, duties or similar governmental assessments of any nature, Including value-added, excise, use or withholding taxes (collectively, "Taxes"). Licensee is responsible for paying all Taxes except those assessable against Nearmap based on its income. Nearmap will invoice Licensee for such Taxes If Nearmap believes it has a legal obligation to do so and Licensee agrees to pay such Taxes if so Invoiced.

4.6 Late Payment If a scheduled Fee payment Is still overdue after seven (7) days' notice from Nearmap to remedy the payment default, the Licensee agrees that Nearmap may charge the Licensee a Late Payment Fee and/or immediately limit or terminate access to the Products provided under this License.

4.7 Amendments Fees of the relevant Product may only be Increased at the end of the Term (including any Renewal Term) subject to Nearmap and the Licensee agreeing In writing.

5. THE LICENSEE'S WARRANTIES

5.1 Warranty The Licensee warrants that:
(a) any information the Licensee supplies to Nearmap in respect of the Agreement is complete and correct. The Licensee must keep Nearmap informed of any change to the Licensee's information provided to Nearmap, including any change to the Licensee's contact details, or the details of a credit card used for payment; (b) the Licensee will immediately notify Nearmap of any usage of any Product outside the Permitted Purpose, and provide any other Information reasonably requested by Nearmap;
(c) the Licensee has the power to enter into this Agreement and to perform the obligations under it; and
(d) the Licensee has and will comply with all relevant laws relating to the Licensee's use of the:
(i) License;
(ii) Products; and
(Iii) Website.

6. TERMINATION AND EXPIRY

6.1 Initial Term This Agreement commences on the Commencement Date and continues until expiry of the Term unless terminated earlier in accordance with the terms of this Agreement or renewed under section 1.3.

6.2 Termination by Either Party Either party may terminate this Agreement with immediate effect by giving notice to the other party if:
(a) the other party breaches any of its obligation under this Agreement capable of remedy and fails to remedy that breach within fourteen (14) days after receiving notice requiring it to do so;
(b) the other party breaches any of its obligations under this Agreement incapable of remedy and Content; or
(c) the other party files for protection under bankruptcy laws, makes an assignment for the benefit of creditors, appoints or suffers appointment of a receiver or trustee over its property, files a petition under any bankruptcy or Insolvency act or has any such petition filed against it which is not discharged within sixty (60) days of the filing thereof or admits in writing its inability to pay its debt generally as they become due.

6.3 Termination by Nearmap Notwithstanding anything else in the Agreement but subject to section 4.4, Nearmap has the right, in its absolute discretion and upon giving the Licensee 1O Business Days' notice, to terminate the Agreement and the License.

6.4 Consequences If the Agreement is terminated under sections 6.2 or 6.3 or expires at the end of the Term:
(a) the License Immediately terminates and the Products will no longer be available to the Licensee;
(b) The Licensee must immediately destroy, delete or return to Nearmap all Products; and
(c) subject to section 7.3, the Licensee and the Authorized Users are not permitted to use any Products for any purpose.

6.5 Costs Nearmap reserves all rights following termination of this Agreement, including any rights available to Nearmap to collect any outstanding Fees which may be owed by the Licensee. The Licensee will be liable for any reasonable legal costs incurred by Nearmap In enforcing its rights following termination of this Agreement.

6.6 Continuing obligations After expiry or termination of the Agreement or a License, sections 1.5, 2, 4, 6.5, 7, 8, 9, 10, 13, 14, 15, and 17 will still be binding on the Licensee in relation to Products licensed or obtained during the Term.

7. INTELLECTUAL PROPERTY

7.1 Ownership Unless otherwise indicated, the Website, the Products, the Content, and all associated Intellectual Property Rights, data, Information and software are owned by Nearmap and are protected by copyright, moral rights, trademark and other laws relating to the protection of intellectual property. Nearmap reserves all of its Intellectual Property Rights. Except for the limited License granted to the Licensee in section 1.1, no ownership or Intellectual Property Rights In the Website, any Product or Content will pass or be licensed to the Licensee.

7.2 Trademarks The Nearmap trademarks and all associated Intellectual Property Rights are owned by Nearmap. Nothing in the Agreement confers upon the Licensee any rights to use or modify any of Nearmap's trademarks, except that Nearmap grants the Licensee a royalty free, limited non -exclusive, non transferrable, non -sublicensable license to reproduce and display Nearmap trademarks only to the extent necessary to comply with the Licensee's obligations under the Agreement. Any such reproduction and display of those marks must comply with the policies and rules Nearmap makes available to the Licensee from time to time.

7.3 Derivative Works Subject to compliance with all other terms of this Agreement, the Licensee Is granted a non -exclusive right to produce and use Derivative Works for a Permitted Purpose. Unless otherwise notified to the Licensee by Nearmap, the Licensee may continue using Derivative Works following termination or expiry of this Agreement. For the avoidance of doubt, Nearmap will continue to own all rights in and to any Products and Content embedded in a Derivative Work, but all other rights In and to the Derivative Work will belong to the Licensee.

8. THIRD PARTY PROVIDERS

8.1 Nearmap engages Third Party Providers In order to provide the Products. The Licensee agrees to comply with all requirements and restrictions that Third Party Providers may Impose on Licensee directly or indirectly by imposition on Nearmap, in relation to their respective products and/or services, at the time of, or subsequent to, the Agreement. The Licensee acknowledges that provision of the Products is subject to, and dependent upon, adequate delivery of products and services by the Third Party Providers. In accordance with section 9 of the Agreement, Nearmap's liability Is reduced to the extent that loss or damage of any kind is caused or contributed to, by Third Party Providers. For the Licensee's convenience, Nearmap has set out in this section 8 links to the terms and conditions of these Third Party Providers with which the Licensee is required to comply. The Licensee further acknowledges that by entering Into the Agreement, the Licensee Is deemed to accept the respective terms and conditions of Third Party Providers, which currently include the Third Party Providers set out below. Third Party Providers and their terms of supply may change from time to time during the Term of the Agreement.
(a) Google Nearmap engages Google to supply navigation and geo-location data, and related content. By entering into the Agreement, the Licensee agrees to the Google Terms of Service as they apply to the Licensee.
https://www.google.com/enterprise/earthmaps/legal/us/maps purchase aqreem ent apac.html:
(b) Amazon Web Services (AWS) Nearmap engages Amazon Web Service, Inc. to provide services (the "AWS Services") which enables delivery of the Products. By entering into the Agreement, the Licensee agrees to comply with the AWS Customer Agreement (http://aws.amazon.com/agreemenU) as it applies to the Licensee. Use of the Products is also subject to the Licensee's compliance with the following AWS policies:
(i) Privacy Policy

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Nearmap US, Inc.
(http://aws.amazon.com/privaci) 9.9
(ii) Acceptable Use Polley
(httg://aws.amazon.com/aug/)
(iii) Terms of Use 10.
(httg://aws.amazon.com/terms/) 10.1
(iv) Service Terms
(httg://aws.amazon.com/serviceterms/)
(v) Trademark Guidelines
(httg://aws.amazon.com/trademark-guldelines/)
Notice of claim Nearmap will provide the Licensee with notice of any claim or allegation under section 9.8, and Nearmap has the right to participate in the defense of any such claim at Its expense.

COPYRIGHT COMPLAINTS
Subject to section 9, if any third party brings a Claim against the Licensee alleging that the Licensee's use of the Products in accordance with this License Infringes their copyright ("Infringement Claim"), Nearmap will defend the Licensee against the Claim and pay any settlement to which Nearmap consents or final court-awarded damages for which the Licensee is liable. (c)

9. 9.1

9.2 9.3

9.4 9,5

9.6 9.7

9.8 NASA/NCAS By entering into the Agreement, the Licensee agrees to the following NASA/NCAS terms and conditions:
(https://www.nearmap.com/us/en/legal/copyright).

WARRANTY AND LIABILITY
Warranty Nearmap agrees to use industry standard GPS to ensure captured imagery has accurate geographical positioning.

DISCLAIMER OF WARRANTIES OTHER THAN AS SET FORTH IN SECTION

9.1, THE WEBSITE AND THE PRODUCTS ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OF ANY KIND TO THE FULLEST EXTENT PERMITTED BY LAW. NEARMAP AND ITS

CONTENT PROVIDERS, AGENTS, MANDATARIES AND AFFILIATES

EXPRESSLY DISCLAIM ANY AND ALL REPRESENTATIONS, WARRANTIES,

CONDITIONS AND GUARANTEES, WHETHER EXPRESS, STATUTORY OR

IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED

REPRESENTATIONS, WARRANTIES, CONDITIONS OR GUARANTEES OF

MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND COURSE OF DEALING OR PERFORMANCE.

NO REPRESENTATIONS WHILE NEARMAP USES REASONABLE EFFORTS

TO ENSURE THE ACCURACY, CORRECTNESS AND RELIABILITY OF THE

CONTENT, THE PRODUCTS AND THE WEBSITE, NEARMAP MAKES NO

REPRESENTATIONS, WARRANTIES, CONDITIONS OR GUARANTEES AS

TO THE ACCURACY, CORRECTNESS OR RELIABILITY OF ANY PRODUCT OR CONTENT CONTAINED ON THE WEBSITE. THE PRODUCTS AND THE

WEBSITE ARE SUBJECT TO ERRORS, OMISSIONS, INACCURACIES AND

DISTORTIONS AND NEARMAP WILL NOT BE RESPONSIBLE FOR, OR

LIABLE FOR ANY CLAIMS MADE BY OR ARISING OUT OF, ANY PERSON

OR ENTITY SEEKING TO RELY ON ANY OF THE PRODUCTS OR THE WEBSITE.

LIMIT OF LIABILITY NEARMAP'S LIABILITY FOR: (A) A BREACH OF A WARRANTY UNDER SECTION 9.1; OR (B) A BREACH OF A

REPRESENTATION, WARRANTY, CONDITION OR GUARANTEE WHICH IS

IMPLIED OR IMPOSED IN RELATION TO THIS LICENSE UNDER

LEGISLATION AND CANNOT BE EXCLUDED, WILL BE LIMITED TO, AT

NEARMAP'S OPTION, REPLACING OR REPAIRING THE PRODUCTS OR

SUPPLYING PRODUCTS EQUIVALENT TO THE RELEVANT PRODUCTS, OR PAYING THE COST OF REPLACING OR REPAIRING THE PRODUCTS.

NO LIABILITY FOR CLAIMS TO THE EXTENT PERMITTED BY LAW, IN NO

EVENT WILL NEARMAP, ITS CONTENT PROVIDERS, AGENTS,

MANDATARIES OR AFFILIATES BE LIABLE FOR ANY CLAIMS OF ANY KIND

ARISING FROM OR CONNECTED WITH THE USE OF THE WEBSITE, THE

CONTENT OR THE PRODUCTS, OR THE UNAVAILABILITY OF THE SAME,

INCLUDING BUT NOT LIMITED TO LOSS OF USE, LOSS OF PROFITS OR

LOSS OF DATA, AND DIRECT, INDIRECT, INCIDENTAL, PUNITIVE AND

CONSEQUENTIAL DAMAGES, WHETHER IN CONTRACT, TORT
(INCLUDING BUT NOT LIMITED TO NEGLIGENCE), EXTRACONTRACTUAL LIABILITY, OR OTHERWISE. THE LICENSEE IS RESPONSIBLE FOR THE

ENTIRE COST OF ALL SERVICING, REPAIR OR CORRECTION REQUIRED

DUE TO THE LICENSEE'S USE OF THIS WEBSITE, THE CONTENT OR THE PRODUCTS. THIS EXCLUSION APPLIES, WITHOUT LIMITATION, TO ANY

CLAIMS CAUSED BY OR RESULTING FROM RELIANCE BY A USER ON ANY INFORMATION OBTAINED FROM NEARMAP.

AGGREGATE LIMIT IN NO EVENT WILL THE AGGREGATE LIABILITY OF

NEARMAP, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING

NEGLIGENCE, WHETHER ACTIVE, PASSIVE OR IMPUTED),

EXTRACONTRACTUAL LIABILITY, PRODUCT LIABILITY, STRICT LIABILITY

OR OTHER THEORY, ARISING OUT OF OR RELATING TO THE USE OF THE

PRODUCTS, THE CONTENT OR THE WEBSITE EXCEED ANY

COMPENSATION OR FEE THE LICENSEE HAS PAID, IF ANY, TO NEARMAP FOR ACCESS TO OR USE OF THE PRODUCTS OVER THE 12 MONTH

PERIOD PRIOR TO THE ALLEGED DEFAULT, BREACH OR EVENT GIVING RISE TO THE LIABILITY.

Third Party Providers The Licensee acknowledges that Nearmap relies on the services of Third Party Providers in order to supply the Products and related services. Without limiting any of the above, to the fullest extent permitted by applicable law, Nearmap will not be liable for any loss, damage, or cost of any kind, which is caused, or contributed to, by a third party service provider.

Indemnity To the extent permitted by law, the Licensee agrees to Indemnify Nearmap and its directors, officers, employees, agents, mandataries and subcontractors, from and against any and all direct or indirect third party claims, damages, losses, liabilities, expenses and costs (including reasonable attorney's fees and costs) arising from or out of:

10.2 (a)
(b)

10.3 (a)

(b)

10.4 11.

11.1 11.2

11.3 12.

12.1 (a)

(b)

12.2 (a)

(b)
(c)

13. 13.1
The Licensee must:
promptly notify Nearmap of any such Infringement Claim; not make any admissions In relation to the Infringement Claim without Nearmap's prior written consent;
permit Nearmap to conduct the defense of the Infringement Claim Including all negotiations for settlement; and
provide Nearmap with any assistance reasonably requested to allow Nearmap to defend the Infringement Claim.

Nearmap will have no liability for any Infringement Claim:
that arises from any:
(i) use of the Product In violation of this Agreement;
(ii) modification of the Product by anyone other than Nearmap or a party authorized by Nearmap in writing to modify the portion of the Product applicable to the Infringement Claim; or
(iii) third-party products, services, hardware, software or other materials, or a combination of these with the Products, which would not be infringing without this combination; or
if the Licensee fails to comply with section 10.2.

To the maximum extent permitted by law, this section 10 sets out Nearmap's sole and exclusive liability, and the Licensee's sole and exclusive remedy, for any third party Infringement Claims brought against the Licensee In relation to an infringement of Intellectual Property Rights.

PRIVACY POLICY
Nearmap will collect, use and disclose any personal Information supplied by the Licensee as set out In Nearmap's Privacy Policy, as amended from time to time, and currently available at httgs://www.nearmap.com/us/en/legal/grivacy -golicy.

The Licensee hereby consents to those collections, uses and disclosures..

To the maximum extent permitted by law, by entering into this Agreement, the Licensee expressly consents to receiving general emails relating to product updates, new products or anything related to the usage of the product from Nearmap but prior written consent Is required to receive by email direct marketing communications from Nearmap.

By entering into this Agreement, the Licensee acknowledges that personal Information provided by the Licensee in the course of accessing Products (Including, without limitation, credit or debit card details provided by the Licensee for the purpose of paying Nearmap) may be disclosed to and held by one or more of Nearmap's third party suppliers and partners (including, without limitation, providers of payment processing services), and used by those third parties in connection with the supply of Products. Nearmap will have no liability whatsoever with respect to any personal Information held by a third party In connection with the supply of Products.

FORCE MAJEURE
Force Majeure Event If a party is unable to perform or is delayed in performing an obligation under this Agreement (except for any obligation to pay money, including Fees) because of an act of war, terrorism, hurricane, earthquake, other act of God or of nature, strike or other labor dispute, riot or other act of civil disorder, embargo, or other cause beyond the performing party's reasonable control ("Force Majeure Event"):
that obligation Is suspended but only so far and for so long as that party Is affected by the Force Majeure Event; and
the affected party will not be responsible for any loss or expense suffered or Incurred by the other party as a result of, and to the extent that, the affected party is unable to perform or is delayed in performing its obligations under this Agreement because of the Force Majeure Event.

Notice of Force Majeure Event If a Force Majeure Event occurs, the party affected by the Force Majeure Event must:

Promptly (when reasonably possible to do so) give the other party notice of the Force Majeure Event and an estimate of the non-performance and delay; take all reasonable steps to overcome the effects of the Force Majeure Event; and
resume compliance as soon as practicable after the Force Majeure Event no longer affects it.

CONFIDENTIALITY
The Licensee must not use any Confidential Information for any purpose not expressly permitted hereunder. The Licensee will disclose Confidential Information only to its employees who have a need to know for purposes of this Agreement and who are under a duty of confidentiality no less restrictive than the Licensee's duty hereunder. The Licensee will protect Confidential Information from unauthorized use, access, or disclosure in the same manner as it would protect its own confidential or proprietary information of similar nature and with no less than reasonable care. (a)
(b)
(c)
the Licensee's actual or alleged breach of any provisions of this Agreement; the Licensee's use of the Product for any purpose; and the Licensee's use of, or any third party's use of, or inability to use, any Derivative Works, including without limitation, any output from the Derivative Works.

14. NOTICES

14.1 All notices and consents will be in writing and will be considered delivered and effective upon receipt (or when delivery is refused) when (a) personally delivered; (b) sent by registered or certified mail (postage prepaid, return receipt requested); (c) sent by nationally recognized private courier (with signature

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Nearmap US, Inc.
required and all fees prepaid}; or (d} sent by email with confirmation of transmission.

Notices must be sent to the Licensee at the address set forth In the Quote (or if none Is specified, the address to which Nearmap sends invoices) and for Nearmap to 10897 South River Front Parkway, Suite 150 South Jordan, UT 84095, USA, or at another address as a party may designate in writing.

15. TECHNOLOGY EXPORT

15.1 The Licensee shall not: (a) permit any third party to access or use the Product In violation of any U.S. or Canadian law or regulation; or (b) export any software provided by Nearmap or otherwise remove it from the United States or Canada except in compliance with all applicable U.S. and Canadian laws and regulations. Without limiting the generality of the foregoing, the Licensee shall not permit any third party to access or use the Product in, or export such software to, a country subject to a United States embargo (as of the Effective Date, Cuba, Iran, North Korea, Sudan, and Syria) or a Canadian embargo.

16. NEARMAP NOW

16.1 Survey During the Term, the Licensee may request a survey of an area which Is not covered (In Its entirety or in part) by the Coverage Area ("Survey"). The Licensee must provide a detailed description of the area that Is to be covered by the Survey and which is to be included in the Survey Specification. Upon receipt of such a request in writing, Nearmap may, in its absolute discretion, agree to provide the Survey to the Licensee for a Survey Fee.

16.2 Delivery of Survey Subject to sections 12 and 16.1, Nearmap will deliver the Survey to the Licensee by uploading the Survey to the Website within 6 months of the date on which Nearmap receives payment of the Survey Fee In full from the Licensee. Nearmap will notify the Licensee in writing once the Survey has been uploaded to the Website.

16.3 Availability to other Nearmap customers Nearmap may, at its absolute discretion, allow other customers of Nearmap to access the Survey on the Website.

16.4 Refund of Survey Fee If the Licensee is not in breach of the Agreement and Nearmap elects to terminate the Agreement under section 6.3 prior to delivery of the Survey, Nearmap will refund the Survey Fee to the Licensee.

16.5 Other Products This Section 16 will not be applicable to the Licensee if the License has not purchased a Survey.

17. MISCELLANEOUS TERMS

17.1 Nearmap customer Licensee grants Nearmap the right to use Licensee's name and logo to Identify as a Nearmap customer for marketing or promotional purposes in public or private communications with our existing or potential customers, subject to Licensee's standard trademark usage guidelines as provided to us from time-to-time.

17.2 Additional Terms and Conditions The Additional Terms and Conditions form part of, and should be read In conjunction with, this Agreement.

17.3 Precedence of Documents This Agreement Is comprised of:
(a) the Additional Terms and Conditions;
(b) the Quote;
(c) any Product-Specific Terms; and
(d) this products agreement.

If there Is any ambiguity or inconsistency between the documents comprising the Agreement, the document appearing higher in the list will have precedence.

17.4 Independent Contractors The parties are independent contractors and will so represent themselves in all regards. Neither party Is the agent of the other, and neither may make commitments on the other's behalf. The parties agree that neither party's employee or contractor is an employee of the other party.

17.5 Construction The parties agree that the terms of this Agreement result from negotiations between them. This Agreement will not be construed in favor of or against either party by reason for authorship.

17.6 Waiver Neither party will be deemed to have waived any of its rights under this Agreement by lapse of time or by any statement or representation other than by an authorized representative in an explicit written waiver. No waiver of a breach of this Agreement will constitute a waiver of any other breach of this Agreement.

17.7 Severability If one or more of the terms of the Agreement are found to be Invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining terms will not be affected.

17.8 Amendments Other than as expressly specified In this Agreement, this Agreement may only be varied with the written consent of Nearmap and the Licensee.

17.9 Assignment This Agreement shall not be assigned by either party without the prior written consent of the other party which shall not be unreasonably withheld; provided, however, that Nearmap may, upon written notice to the Licensee, assign all of its rights under this Agreement to (i) a parent, subsidiary or Affiliate of Nearmap, (II) a purchaser of all assets related to this Agreement, or (iii) a third party participating in a merger, acquisition, sale of assets or other corporate reorganization in which Nearmap is participating. Any attempt to assign this Agreement in violation of this provision shall be void and of no effect. This Agreement shall bind and inure to the benefit of the parties and their respective successors and permitted assigns.

17.10 Entire Agreement This Agreement:
(a) comprises the entire agreement and understanding between the parties on everything connected with the subject matter of this Agreement; and (b) supersedes any prior agreement or understanding on anything connected with that subject matter.

17.11 Counterparts This Agreement may consist of a number of counterparts and if so the counterparts taken together constitute one and the same instrument. This Agreement is not binding on any party unless one or more counterparts have been duly executed by, or on behalf of, Nearmap and the Licensee.

17.12 Language The parties have expressly agreed that this Agreement and all ancillary agreements, documents or notices relating thereto be drafted solely in the English language. Les parties aux presentes ont expressement convenu que ce accord et toute autre convention, document ou avls y afferent solent rediges en anglais seulement.

17.13 Governing Law This Agreement will be governed by and construed In accordance with the laws of the State where the Licensee Is carrying on business applicable to agreements made and to be entirely performed within that state, without resort to its conflict of law provisions.

18. DEFINITIONS
In this Agreement:

Additional Terms and Conditions means the additional terms and conditions (if any) set out in the Quote.

Affiliate means, with respect to Nearmap, any entity that controls or is controlled by Nearmap, or is under common control with Nearmap. For purposes of this definition, an entity shall be deemed to control another entity if it owns or controls, directly or indirectly, at least fifty per cent (50%) of the voting equity of another entity (or other comparable Interest for an entity other than a corporation).

Allowance means any usage allowance the Licensee Is permitted to use and/or drawn down against for any Licensed Non-Government Products as specified the Quote.

API means application programming interface.

Authorized User means the number of persons specified in the "Seats" section of the Quote, who have been granted access to the Product by the Licensee pursuant to the term and conditions of this Agreement and who either has been assigned a unique Nearmap user login credential or whom the Licensee has assigned a user login credential that enables access to the Product.

Business Days means any day other than a Saturday, a Sunday or a recognised public holiday In Utah, USA.

Claim means any claim, cost (including legal costs on a solicitor and client basis), damages, debt, expense, tax, liability, loss, obligation, allegation, suit, action, demand, cause of action, proceeding or judgment of any kind however calculated or caused, and whether direct or indirect, consequential, incidental or economic.

Commencement Date means (a) for New Subscription Quotes, the date as specified in the "Contract Commencement" section or the "Subscription Start Date" section of the Quote, whichever is later, or (b} for Renewal Quotes or Amendment Quotes, the date as specified in the "Subscription Start Date" section of the Quote.

Commercial Purpose means to distribute, transfer, sell, sub-license or pass possession of any Products (in whole or In part) for the purpose of direct commercial benefit or gain by the Licensee.

Confidential Information means the terms of this Agreement, the pricing, and any other information relating to the business, finances, strategy, methods, processes, products, metadata, services or other affairs of Nearmap or Its representatives or related bodies corporate which is disclosed to, learnt by or accessed by the Licensee in connection with the Agreement, whether before or after the Licensee entered into the Agreement, whether orally, electronically, In writing or otherwise, but excludes information which:
(a) Is or becomes part of the public domain otherwise than as a consequence of a breach of the Agreement;
(b) the Licensee has obtained from a source other than Nearmap which source is entitled to disclose it; or
(c) the Licensee has developed or acquired independently before the date of the Agreement, and can provide reasonable proof.

Content means any content made available by or on behalf of Nearmap to the Licensee In connection with the License, whether or not through the Website or an API.

Coverage Area means the area specified in the "Coverage" section of the Quote for which Nearmap has available Products, which may cover part or all of that area and which may cover part (but not all} of the area covered by the Survey.

Derivative Work means any new work created by or for the Licensee that incorporates, embeds or includes all or part of a Nearmap Product or Content.

Fair Use Policy means the policy as attached to the Quote.

Fault means any fault, failure, error or defect which prevents the Licensee from accessing the Products, other than where access is prevented due to a planned outage, because of an unforeseeable event beyond Nearmap's reasonable control or any conduct or activity undertaken by the Licensee, the Licensee's employees or agents or mandataries.

Fees means the fees specified in the Quote payable by the Licensee for the License, or as otherwise agreed in writing between Nearmap and the Licensee.

Government Products means any Products specified in the Quote that are described as "Nearmap Vertical for Government" and "Nearmap Oblique for Government" and includes any other Products offered by Nearmap for government customers only where use of its License is connected to the Fair Use policy.

Intellectual Property Rights includes all Industrial and intellectual property rights throughout the world Including copyright, moral rights, trademarks, patents, rights to protect confidential Information and any other similar rights.

Late Payment Fee means a fee, as notified by Nearmap to the Licensee, corresponding to the costs Incurred by Nearmap (including, without limitation, administrative and other costs) in recovering any payment not made by the Licensee on the due or scheduled date for payment. Late fees incur interest at the rate of 1.5% per month (being 18% per year).

License means the license granted in section 1.1.

Licensee means the person or entity specified in the "Customer Name" section of the Quote.

Nearmap means Nearmap US, Inc.

Non-Government Products means all Products specified in the Quote that do not fall under the definition of Government Products.

Operational Hours means 9am to 5pm PT.

Page 7 of 9 ends

Nearmap US, Inc.

Periodic Allowance or Periodic Data Allowance means the data allowance specified in the "Allowance" section of the Quote unless otherwise agreed in writing between Nearmap and the Licensee.

Periodic Allowance Section means section 1.6 (or Its equivalent) In the most current version of the products agreement currently located at here.

Permitted Purpose means the use of Products by the Licensee for internal purposes In the Licensee's ordinary business, and at all times excludes any:
(a) Commercial Purpose;
(b) Unlawful Purpose;
(c) Integration or attempt to Integrate the Product In an internal system of the Licensee or of a third party; and
(d) Redistribution or copying of files, Images, photographs or making such files, Images or photographs available in any medium or manner that Is contained In the Products to any third party (except as expressly permitted under this Agreement).

Products means any Nearmap products specified In the Quote (and further described on the Website) and, if applicable, the Survey. For the avoidance of doubt, Products Include Content.

Products Specific Terms means additional terms and conditions that apply to certain Products, attached as Schedule 2.

Quote the document produced after the Licensee places an Initial order for the Product(s), requests any changes to its' License, or renews its License, which may be titled "New Subscription Quote", "Renewal Quote" or "Amendment Quote".

Schedule means a schedule to this Agreement, where such schedule has been Incorporated by reference to form part of this Agreement.

Subscription Period means the period stated in the "Subscription Period" column of the Quote.

Subscription Start Date means the date specified In the "Subscription Start Date" section of the Quote.

Survey has the meaning (if any) given to that section 16.1.

Survey Fee means the fee for the Survey as agreed in writing between Nearmap and the Licensee.

Survey Specification means the survey specification referred to in the Quote.

Term means the term specified In the "Subscription Term" section of the Quote, commencing on the Commencement Date. Where a Subscription Period is stated on the Quote, "Term" means the Subscription Period.

Third Party Providers means third party providers of products and services to Nearmap.

Unlawful Purpose means any unlawful purpose, Including but not limited to stalking, harassing or Intimidating any person or engaging in misleading or deceptive conduct.

Website means all pages and sub-sites available within the nearmap.com domain.

Page 8 of 9 ends

Nearmap US, Inc.

FAIR USE POLICY
General

1. It is important to Nearmap that all customers are able to access the Products and Services. Accordingly, we have devised a Fair Use Policy that applies to the data usage of the Products and Services.

2. In this Fair Use Policy:
a. Excessive Use has the meaning given to that term In section 7 of this Fair Use Policy; b. Fair Use Policy means this policy;
c. Nearmap, we, us or our means Nearmap US, Inc.;
d. Products has the meaning given to that term in Your Nearmap Agreement; e. Services has the meaning given to that term in Your Nearmap Agreement; f. You or Your means any customer of Nearmap;
g. Your Nearmap Agreement means the agreement pursuant to which Nearmap provides You with various products and services; and h. Unreasonable Use has the meaning given to that term in section 5 of this Fair Use Policy.

3. We reserve the right to vary the terms of this Fair Use Polley from time to time.

4. This Fair Use Policy is in addition to Your Nearmap Agreement and in the event of any inconsistency between the terms of this Fair Use Policy and the terms and conditions of Your Nearmap Agreement, Your Nearmap Agreement prevails.

Unreasonable Use

5. We consider Your use of the Products and Services unreasonable where You use it in a manner which is reasonably considered by Nearmap to be fraudulent use, to be contrary to Your Nearmap Agreement or to adversely affect other Nearmap customers' use of or access to the Products and Services.

6. Among other things, "fraudulent use" includes resupply of the Products and Services without Nearmap's consent so that someone else may access or use the Products and Services or take advantage of the Products and Services.

Excessive Use

7. Excessive Use is a continuing and unreasonably disproportionate use of the Products and Services when compared to other average Individual named users.

Nearmap's Rights

8. Where Your use of the Products and Services constitutes Unreasonable Use and/or Excessive Use, Nearmap may contact You to discuss changing Your usage pattern so that It conforms with this Fair Use Policy, or to upgrade to a more suitable Product or Service (if applicable).

9. If, after Nearmap has contacted You, Your Unreasonable Use and/or Excessive Use continues, Nearmap may, without further notice to You:
a. restrict Your access to low resolution Imagery for the remainder of the month; and/or b. restrict Your access to low resolution imagery for the remainder of the month until Your data allowance is reset at the beginning of the next month (if applicable); and/or
c. restrict Your access for the remainder of the month; and/or d. restrict Your access to Nearmap until Your data allowance is reset at the beginning of the next month (if applicable); and/or e. Immediately cease Your access to Nearmap; and/or
f. exercise any other right available to Nearmap under the terms of Your Nearmap Agreement.

Page 9 of 9 ends

Nearmap US, Inc.

City Council/Financing Authority Meeting I. 9.

DATE: 09/16/2025
TO: Honorable Mayor and City Council Members
SUBJECT: Authorize the annual payment to San Bernardino County Sheriff's Department (Cal-ID/Identix) in the amount of $85,781.28 for Redlands Police Department's Fingerprint Identification Services (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 that the City Council authorize the annual payment to San Bernardino County Sheriff's Department (Cal-ID/Identix) in the amount of $85,781.28 for Redlands Police Department's Fingerprint Identification Services.

RECOMMENDATION:

Staff recommend that the City Council authorize the annual payment to San Bernardino County Sheriff's Department (Cal-ID/Identix) in the amount of $85,781.28 for Redlands Police Department's Fingerprint Identification Services.

DISCUSSION:

Cal-ID/Identix is a sole source vendor that provides fingerprint identification services for law enforcement agencies in San Bernardino County. Cal-ID/Identix is responsible for monitoring and processing all fingerprints submitted by law enforcement agencies in San Bernardino County. The San Bernardino County Sheriff's Department is the authorized administrator of these services. Once the local fingerprinting process is complete, the records are electronically sent to the California Department of Justice (DOJ). The DOJ then enters them into a national database. In addition to fingerprint identification, the Cal-ID system also supports other biometric scanning capabilities, providing local law enforcement with broader tools for investigative purposes. This is the only system in place for monitoring, processing, and maintaining these biometric records. monitoring, processing, and maintaining these biometric records.

The invoice amount is based on a flat rate of $1.18 per capita at a population estimate of 72,696, for a total of $85,781.28. There is no increase in the per capita rate from the previous fiscal year and a slight increase in the estimated population compared to the previous year.

ALTERNATIVES:

Not applicable.

STRATEGIC PLAN:

Not applicable.

SUBMITTED BY:

Danielle Garcia, Management Services/Finance Director
RECOMMENDED BY:

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

Dana Abramovitz-Daniel, Procurement Manager
Fiscal Impact
Fiscal Year: 2026
Revenue Generating: N
Appropriation Required Y/N: N
Amount: 85,781.28
Budgeted Y/N: Y
Account No.: 604900
Discussion:

Funding for this expense is included in the Fiscal Year 2025-2026 IT budget.

Any subsequent increase in fees will be planned for during future budget preparations in the IT fund.

Attachments
CAL-ID Assessment Fee

City Council/Financing Authority Meeting I. 10.

DATE: 09/16/2025
TO: Honorable Mayor and City Council Members
SUBJECT: Approve a Second Amendment to the Agreement with Liftoff LLC for Microsoft Office 365 software licensing and consulting services (Management Services/Finance Director Garcia)
MOTION(S):

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

I move that the City Council approve the Second Amendment to the agreement with Liftoff LLC for Microsoft Office 365 software licensing and consulting services.

RECOMMENDATION:

Staff recommends that the City Council approve the Second Amendment to the agreement with Liftoff LLC for the provision of Microsoft Office 365 software licensing and consulting services.

DISCUSSION:

In February 2022, the City Council approved an agreement with Liftoff LLC ("Liftoff") for software licensing and professional consulting services to facilitate the City's conversion from a Microsoft Exchange on-premise server-based e-mail platform to Office 365, an online, hosted e-mail platform. Office 365 comes with a long list of advantages over traditional on-premise e-mail systems.

The initial agreement with Liftoff covered the project's two phases, and then several years of software licensing renewals.

Initially, the agreement was for one year with the option to extend that Initial Term for four (4) additional one-year terms. The compensation for the first year was $160,000, then $130,000 for each additional one-year term, bringing total compensation for the agreement to $680,000. Staff shortages and project delays compensation for the agreement to $680,000. Staff shortages and project delays resulted in the City Council first amending the agreement in 2023 to move the majority of funding from the first year to the second year of the agreement. The last year of the agreement (Year 5) starts on February 1, 2026 and will run until January 31, 2027, and the budget for the Year 5 license renewals is currently $130,000.

The software licenses that were purchased in the original agreement accounted for each e-mail assigned to an employee or departmental group with a cityofredlands.org or redlandspolice.org domain and the accompanying cybersecurity protection for these accounts. The types of licenses purchased varied due to the access needed for different types of employees, with a higher cost assigned to licenses that need access to an Office Suite program (i.e., Microsoft Word, Excel, PowerPoint, etc.). The IT department has continually adjusted the numbers and types of licenses needed for employees as positions have turned over, and has eliminated redundant or discontinued group e-mails. As a result, the total number of licenses purchased by the City has decreased overall, despite an increase in staffing levels since the agreement was executed in 2022.

However, as a condition of the original agreement, Microsoft reserved the right to increase the cost of these licenses, which they have incrementally done over the last three years. The cost of the most common type of license that gives employees access to an Office Suite program increased from $20.00 per license per month in 2022 to $25.30 per license per month in 2025-2026. While the cost of other licenses has gone down, and specialty licenses were added sparingly, the projected amount needed for the final year of the agreement is no longer sufficient. The total cost for license renewal for Year 5 is now $142,099.44, which exceeds the budgeted amount of $130,000. Currently, the City has spent $475,024 of the total amount of the agreement, which leaves $204,976 unspent.

The amendment before the City Council would allow the City to reallocate those unspent funds from the previous 4 years of the agreement to Year 5 of the agreement, the final year, to account for the increased cost of software licenses and any additional licensing needs that may arise.

ALTERNATIVES:

The City Council may deny the motion and provide alternative direction to staff.

STRATEGIC PLAN:

N/A
SUBMITTED BY:

Danielle Garcia, Management Services/Finance Director
RECOMMENDED BY:

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

Yvette M. Abich Garcia, City Attorney
Janice McConnell, Assistant City Manager
PREPARED BY:

Valerie Abrego, Management Analyst
Fiscal Impact
Fiscal Year: 2025-2026
Revenue Generating: No
Appropriation Required Y/N: No
Budgeted Y/N: Yes
Discussion:

There is no fiscal impact associated with the amendment. The unspent funds from the agreement will be carried over into the final renewal term from the amounts already approved in the Division of Innovation and Technology's budget for FY 2026.

Attachments
Original Agreement with Liftoff LLC February 2022
First Amendment to Agreement with Liftoff LLC
Second Amendment to Agreement with Liftoff LLC

1 I:\cmo\Agreements\Second Amendment Liftoff LLC FY2526-022.docx-wm

SECOND AMENDMENT TO AGREEMENT TO PERFORM PROFESSIONAL SERVICES

This second amendment (“ Second Amendment”) to the agreement for professional software licensing and consulting services (“Agreement”), dated February 1, 2022 by and between the City of Redlands, a municipal corporation and a general law city (“City”), and Liftoff LLC, a Delaware limited liability company (“Consultant”), is made and entered into this 16th day of September, 2025.

RECITALS

WHEREAS, it is the desire of the City and Consultant to amend their existing Agreement, specifically regarding total compensation.

NOW, THEREFORE, for good and valuable consideration in the receipt of which is hereby acknowledged City and Consultant agree as follows:

AGREEMENT

Section 1. Article 5 of the Agreement, entitled “Payments to Consultant,” is hereby amended to read as follows:

“5.1 The total annual compensation for Consultant's performance of the Services shall be in the amount of Sixty-Five Thousand Dollars ($65,000) during the Initial Term, with four additional one-year Extended Terms . Compensation for the first one -year Exten ded Term shall be in the amount of Two Hundred Twenty-Five Thousand Two Hundred Eighty Seven Dollars ($225,287).

Compensation for the second one -year Exten ded Term shall be in the amount of Forty-Nine Thousand One Hundred Fifty -Six Dollars ($49,156) . Compensation for the third one -year Extended Term shall be in the amount of One Hundred Thirty -Seven Thousand One Hundred Twenty-Eight Dollars ($137,128). Compensation for the fourth Exten ded Term shall be in the amount not to exceed Two Hundred Three Thousand Four Hundred Twenty-Nine Dollars ($203,429) bringing the total compensation during the Initial Term and four (4) Exten ded Terms to an amount not to exceed Six Hundred and Eighty Thousand Dollars ($680,000). City shall pay Consultant on a time and materials basis up to the not to exceed amount in accordance with Exhibit " C," titled " Fee Schedule," which is attached hereto and incorporated herein by reference.

Section 2. Exhibit “C” of the Agreement, entitled “Fee Schedule,” is hereby amended as shown in Attachment “1,” attached to this Amendment.

Section 3. All other provisions of the Agreement shall remain unchanged by this Second Amendment and in effect.

2 I:\cmo\Agreements\Second Amendment Liftoff LLC FY2526-022.docx-wm

CITY OF REDLANDS LIFTOFF LLC

By: ________________________________ By: ________________________________ Mario Saucedo, Mayor Ronald Braatz, President

ATTEST:

__________________________________
Jeanne Donaldson, City Clerk

3 I:\cmo\Agreements\Second Amendment Liftoff LLC FY2526-022.docx-wm

Attachment 1

EXHIBIT “C”

FEE SCHEDULE

G SKU Item Name
Part
Number Term in Months Price/User/Month Licenses Cost/Year Office 365 Plan G3 AAA-111894 12 $ 25.30 386 $ 117,189.60 Exhange Online Plan 2 3NS-00003 12 $ 7.50 151 $ 13,590.00 Defender Plan 1 GCC 3GU-00001 12 $ 1.88 444 $ 10,016.64 M365 Copilot GCC EP2-24658 12 $ 37.50 1 $ 450.00 Power Automate
Premium per User GCC 1O5-00001 12 $ 16.50 1 $ 198.00 Power BI Pro GCC DDJ-00001 12 $ 9.40 4 $ 451.20 Entra ID P2 GCC MQN-00001 12 $ 8.50 2 $ 204.00 Year 5 Total $ 142,099.44

G SKU Item Name
Part
Number Term in Months Price/User/Month Licenses Cost/Year Liftoff, LLC
Professional Services
One Time Fee-
Initial Year $ 30,000.00
Office 365 Plan G3 AAA-111894 12 $ 20.00 420 $ 100,800.00 Exhange Online Plan 2 3NS-00003 12 $ 8.00 164 $ 15,744.00 Defender Plan 1 GCC 3GU-00001 12 $ 2.00 552 $ 13,248.00 Azure AD Premium 2 MQN-00001 12 $ 8.50 2 $ 204.00 First Year Total $ 159,996.00
Years 2-4 Total $ 129,996.00
City Council/Financing Authority Meeting I. 11.

DATE: 09/16/2025
TO: Honorable Mayor and City Council Members
SUBJECT: Approve an Intergovernmental Agreement with Burtronics Business Systems for managed print services for an initial term of three years for $175,000, with an option for a one-year extended term for a total amount not-to-exceed $235,000 for as-needed services (Management Services/Finance Director Garcia)
MOTION(S):

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

I move to approve the Intergovernmental agreement with Burtronics Business Systems for Managed Print Services for an initial term of three years for $175,000, with an option for a one-year extended term for a total amount not-to-exceed $235,000 for as-needed services.

RECOMMENDATION:

Staff recommends that the City Council approve the Intergovernmental agreement with Burtronics Business Systems for citywide Managed Print Services which includes support, maintenance, and supplies for all SHARP machines in the City for an initial term of three years for $175,000 with the option for a one-year extended term for a total amount not-to-exceed $235,000 for as-needed services.

DISCUSSION:

The City of Redlands utilizes multi-function devices (MFDs), commonly referred to as "copiers", throughout the City to facilitate daily operations. These MFDs have the ability to copy, print, fax, and scan. In 2020, the City entered into a five-year lease agreement for 30 Sharp Electronics multi-function devices with De Lage Landen Public Finance, LLC with a nominal buy-out option for these devices at the end of the lease. After recently concluding that five-year lease in devices at the end of the lease. After recently concluding that five-year lease in July of 2025, the City now owns 33 Sharp MFDs spread across various City facilities.

Also in 2020, the City executed an agreement with a vendor for Managed Print Services that also concluded in July 2025, and has been operating on a month-to-month agreement with that vendor while a new procurement process was underway. For background, Managed Print Services is an industry term that describes on-demand printer supply replacement and on-site technician services for copiers and printing equipment.

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 agreement, the City is able to benefit from the combined purchasing power of more than 50,000 government, education, and nonprofit organizations to take advantage of preferred pricing and administrative efficiencies.

Under the NASPO's Authorized Sharp Electronics' Dealer List for Multi-Function Devices and related software, services, and cloud solutions, City staff researched several vendors chosen at random, determined whether they could offer Managed Print Services to the City of Redlands, elicited reviews from those vendors' current clients, and finally, solicited quotes from the highly rated remaining vendors based on the City's fleet of MFDs. The quotes were provided under the current industry standard that organizations use to avoid pre-payment of printing volumes that they may not use. This metric is called "Cost Per Click", and ensures that only actual printing volumes will be charged in arrears and accounts for the maintenance, support, and supplies needed to sustain our City-owned machines.

Burtronics Business Systems has served Inland Empire Businesses since 1985 and currently serves nearby municipalities and public entities to high acclaim.

Their current proposal for the City of Redlands will be an all-inclusive service and supply agreement that will include all parts, labor, toner, drums and consumable items for the Sharp MFDs, and will provide invoices using monitoring software for supply and service alerts to deliver accurate meter readings and invoice the City on a monthly basis. Their services will allow the City to add or remove MFDs per the City's needs and will also include on-site support, helpdesk support, and report support, and will directly ship supplies to our MFD locations across the City.

Based on staff's assessment, Burtronics' proposed Managed Print Services for the 33 City-owned Sharp Multi-Function Devices, are recommended to be sourced through the NASPO cooperative purchasing agreement for an initial term of three years for $175,000 with an option for a one-year extended term for a total amount not-to-exceed $235,000 for as-needed services.

ALTERNATIVES:

City Council may choose to reject, modify, or table the proposed purchase and the City may continue to pay a month-by-month contract with their previous Managed Print Services vendor.

STRATEGIC PLAN:

N/A
SUBMITTED BY:

Danielle Garcia, Management Services/Finance Director
RECOMMENDED BY:

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

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

Valerie Abrego, Management Analyst

Fiscal Impact
Fiscal Year: 2025-2026
Revenue Generating: No
Appropriation Required Y/N: No
Amount: $235,000
Budgeted Y/N: Y
Account No.: 604900
Discussion:

The total costs associated with the management of Multi-Function Devices are currently included in the IT Division's Budget for FY 2026. Future years' costs will be included in subsequent budget requests. Burtronics is willing to hold the Cost Per Click (CPC) rates significantly under NASPO's posted CPC rates for the duration of the agreement with the City.

Attachments
Burtronics Intergovernmental Request Form
NASPO Master Agreement 188627
CA Participating Addendum
MPS Statement of Work
EXHIBIT A MFD Fleet List
Exhibit B- Fee Schedule Title

Intergovernmental/ Piggyback
Contract Use Request
(Attach to PR form)

The Management Services-DoIT department requests the purchase of the following item(s) from:

Original Contracting Entity:

NASPO Value Point Cooperative Purchasing Program through State of Colorado and Sharp Electronics Corporation Contract#:

Master Agreement 188627 and State of California Participating Addendum 7-24-70-46-07 Contract Term:
08/01/24-07/31/26 (Limit to renew: 07/31/29)
Method of original contract award:

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

Other:

Does the original contract contain language contemplating contract extension to additional users?

X- Yes No

Description of Product/Service intend to acquire Unit Price Total Managed Print Services on all Sharp MFDs
-All-inclusive Services/Supplies/Support
-Cost Per Click w/OEM Supplies (Billed Monthly)
Monochrome Pages $0.0089
Color Pages $0.0524

Tax 8.75%
Grand Total $235,000.00-NTE
Please attach: vendor agreement to sale to the City AND Entity agreement/contract language allowing Piggyback

Purchasing Agent Approval: Date:

City Manager Approval: ______________________________ Date: ____________________

Vendor:

Burtronics Business Systems
Contact:

Randolph Hlebasko
Address 1:
290 West Orange Show Road
Address 2:

Suite 101
City/State/Zip:

San Bernardino, CA 92408
Telephone:
800-523-0822
Fax:
-
Web/E-Mail:
www.burtronics.com
Delivery/Service Location
Contact:

Eric Owens
Telephone:
909-335-4795
Department:

Management Svcs.-DoIT
Address 1:
35 Cajon Street
Address 2: Suite 222
Additional
Comments

RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 1

NASPO ValuePoint Master Agreement Terms and Conditions

For Multi-Function Devices and Related Software, Services and Cloud Solutions

A Contract for the NASPO ValuePoint Cooperative Purchasing Program Acting by and through the State of Colorado (Lead State)

Department of Personnel & Administration
State Purchasing & Contracts Office
1525 Sherman Street, 5th Floor
Denver, Co 80203

And

Sharp Electronics Corporation
100 Paragon Drive
Montvale, NJ 07645

Master Agreement Number: 188627

DocuSign Envelope ID: CE9EDE21-548B-4156-BDF8-8383A0FC97D0 RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 2

Contents
MASTER AGREEMENT TERMS AND CONDITIONS ............................................................................. 3 I. Definitions ............................................................................................................................... 3 II. Parties and Term of the Master Agreement ............................................................................ 7 III. Order of Precedence ............................................................................................................... 8 IV. Participants and Scope ........................................................................................................... 8 V. NASPO ValuePoint Provisions .............................................................................................. 10 VI. Pricing, Payment & Leasing .................................................................................................. 13 VII. Ordering ................................................................................................................................ 14 VIII. Shipping and Delivery ........................................................................................................... 17 IX. Inspection and Acceptance ................................................................................................... 18 X. Warranty ................................................................................................................................ 19 XI. Equipment Title ..................................................................................................................... 20 XII. Indemnification ...................................................................................................................... 21 XIII. Insurance .............................................................................................................................. 22 XIV. General Provisions ................................................................................................................ 24 SIGNATURE PAGE ............................................................................................................................... 30 EXHIBIT A – STATEMENT OF WORK .................................................................................................. 31 I. Product Overview .................................................................................................................. 31 II. Master Agreement Deliverables ............................................................................................ 32 III. Purchase, Lease and Rental Programs ................................................................................. 42 IV. Contractor Responsibilities and Tasks .................................................................................. 48 EXHIBIT B – SAMPLE D&A CERTIFICATE .......................................................................................... 58 EXHIBIT C – AUTHORIZED DEALER FORM ....................................................................................... 59 EXHIBIT D – AUTHORIZED DEALERS BY STATE .............................................................................. 60 ATTACHMENT 1 – SHARP LEASE AGREEMENT ............................................................................... 61 ATTACHMENT 2 – SHARP MAINTENANCE AGREEMENT ................................................................ 66 ATTACHMENT 3 – SHARP SAMPLE MPS STATEMENT OF WORK .................................................. 71

DocuSign Envelope ID: CE9EDE21-548B-4156-BDF8-8383A0FC97D0

RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 3

MASTER AGREEMENT TERMS AND CONDITIONS

I. Definitions

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

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

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

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

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

1.5.1 Attachment 1 – Sharp Lease Agreement

1.5.2 Attachment 2 – Sharp Maintenance Agreement

1.5.3 Attachment 3 – Sharp Sample MPS Statement of Work

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

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

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

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

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

1.11 Buyout to Keep - The early termination option on an FMV or Capital Lease that involves the acquisition of the Device by the Purchasing Entity, and consists of any current and past due amount, plus the remaining stream of Device Payments.

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

1.13 Cancellable Rental - An agreement that is cancellable upon the Purchasing Entity DocuSign Envelope ID: CE9EDE21-548B-4156-BDF8-8383A0FC97D0 RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 4

providing the Contractor with a thirty (30) day written notice, and is subject to a maximum penalty of up to three (3) months of Total Monthly Payments. Device ownership is not an option.

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

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

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

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

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

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

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

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

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

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

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

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

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

1.27 Fair Market Value (FMV) Lease - A lease in which the Purchasing Entity can either 1) Take title to the Device at the end of the Initial Lease Term by paying the residual value to Contractor, 2) Enter into a Renewal Term for the Device, or 3) Return the Device to DocuSign Envelope ID: CE9EDE21-548B-4156-BDF8-8383A0FC97D0 RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 5

Contractor at the end of the Initial Lease Term.

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

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

1.30 Initial Lease or Rental Term - The length of time (i.e. 12, 18, 24, 36, 48, 60 months) that a Purchasing Entity enters into a lease or rental agreement.

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

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

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

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

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

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

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

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

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

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

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

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

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

1.44 OEM – The Original Equipment Manufacturer.

1.45 Order - Any type of encumbrance doc ument or commitment voucher, including, but not limited to, a purchase order, contract, MPS statement of work, Maintenance Agreement, lease agreement, rental agreement etc. used by a Purchasing Entity to order the Products and Services.

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

1.47 Participating Entity - A state (as well as the District of Columbia and US 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.

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

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

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

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

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

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

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

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

1.56 Remanufactured - The process of disassembling Devices known to be worn or defective that can be reused or brought up to OEM specification by cleaning, repairing or replacing it in a manufacturing environment and then reassembling and testing it, so that it will operate like a new Device. Remanufactured Device must be certified by the Manufacturer.

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

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

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

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

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

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

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

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

1.64 Short-Term Rental - A type of agreement in which ownership is not an option and the maximum rental term does not exceed 18 months.

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

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

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

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

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

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

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

II. Parties and Term of the Master Agreement

2.1 Parties. This Master Agreement is entered into by and between the State of Colorado, acting by and through the Department of Personnel & Administration, State Purchasing & Contracts Office (hereinafter called the “Lead State”), and Sharp Electronics Corporation. (hereinafter called “Contractor”), for the procurement of A3 MFD’s, A4 MFD’s, Single- function Printers, Scanners, Software, Consumable Supplies, Managed Print Services, and Software Related Services (including cloud -based offerings and web -based fleet management tools), as approved per this Master Agreement, for the benefit of Participating States, Entity’s, and Purchasing Entities. The Contractor and the Lead State agree to the terms and conditions contained herein.

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

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

III. Order of Precedence

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

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

3.1.2 NASPO ValuePoint Master Agreement, including all Exhibits;

3.1.3 An Order issued against the Master Agreement;

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

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

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

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

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

IV. Participants and Scope

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

4.2 Applicability of Master Agreement. NASPO ValuePoint Master Agreement Terms and Conditions are applicable to any Order by a Participating Entity (and other Purchasing Entities covered by their Participating Addendum), except to the extent altered, modified, supplemented or amended by a Participating Addendum , subject to section III. For the purposes of illustration and not l imitation, 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 DocuSign Envelope ID: CE9EDE21-548B-4156-BDF8-8383A0FC97D0 RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 9

Entity and Contractor, may be included in the ordering document ( e.g., purchase order or contract) used by the Purchasing Entity to place the Order.

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

4.4 Obligated Entities. Obligations under this Master Agreement are limited to those Participating Entities who have signed a Participating Addendum a nd 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 A ddendum. Participating Entities incur no financial obligations on behalf of other Purchasing Entities.

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

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

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

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

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

DocuSign Envelope ID: CE9EDE21-548B-4156-BDF8-8383A0FC97D0

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

V. NASPO ValuePoint Provisions

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

5.2 Administrative Fees

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

5.2.1.1 Contractor will report on all Usage Based Equipment sales, and on Usage Based or Life Cycle Service and Supply sales. This method will no l onger require the Contractor to capture the actual Service and Supply revenues that are billed to the customer each month.

5.2.1.2 Industry research has shown close to a 1:1 ratio between sales price on a piece of Equipment and the actual amount of Service and Supply costs required to operate that Equipment over its Useful Life. Therefore, to simplify the reporting process and remove the burden to capture the actual Service and Supply costs, the Contractor may report as follows:

5.2.1.2.1 Purchased Equipment: Contractor shall report the actual amount invoiced (less any taxes) for all Equipment sold under the reporting period (calendar quarter). In addition, the Contractor shall report an additional amount equal to the invoice amount and identified as “Life Cycle Service and Supplies,” or an actual amount and identified as “Usage Based Service and Supplies,” providing the customer elects to enter into a Maintenance Agreement. Thus, in the Contractor’s Detailed Sales Report, for each item sold, there will be two -line items:
one for the piece of Equipment, and one for the Life Cycle or Usage Based Service and Supplies. The amount reflected for the Life Cycle Service and Supplies must be equal to the amount of the Equipment.

5.2.1.2.2 Lease and Rental Equipment: Contractor may report sa les according to the Purchased Equipment methodology described above, or they may report the actual amount invoiced (less any taxes) for the lease or rental during the reporting period (calendar quarter). In addition, the Contractor shall report an additional amount equal to the invoice amount and identified as “Life Cycle Service and Supplies,” or an actual amount and DocuSign Envelope ID: CE9EDE21-548B-4156-BDF8-8383A0FC97D0 RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 11

identified as “Usage Based Service and Supplies.” Thus, in the Contractor’s Detailed Sales Report, for each item leased or rented, there will be two-line items: one for the invoice amount to the customer for the Equipment, and one for the Life Cycle or Usage Based Service and Supplies. The amount reflected for the Life Cycle Service and Supplies must be equal to the amount of the invoiced Equipment.

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

5.3 NASPO ValuePoint Summary and Detailed Usage Reports

5.3.1 Sales Data Reporting. In accordance with this section, Contractor shall report to NASPO ValuePoint all Orders under this Master Agreement for which Contractor has invoiced the ordering entity or individual, including Orders invoice d 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 t his 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.

5.3.2 Summary Sales Data. “Summary Sales Data ” is Sales Data reported as cumulative totals by state. Contractor shall, using the reporting tool or template provided by NASPO ValuePoint , report Summary Sales Data 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.

5.3.3 Detailed Sales Data. “Detailed Sales Data” is Sales Data that includes for each Order all information required by the Solicitation or by NASPO ValuePoint, including customer information, Order information, and line-item details. Contractor shall, using the reporting tool or template provided by 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 Soli citation or provided by NASPO ValuePoint. The total sales volume of reported Detailed Sales Data shall be consistent with the total sales volume of reported Summary Sales Data.

5.3.4 Sales Data Crosswalks . Upon request by NASPO ValuePoint , Contractor shall provide to NASPO ValuePoint tables of customer and Product information and DocuSign Envelope ID: CE9EDE21-548B-4156-BDF8-8383A0FC97D0 RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 12

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

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

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

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

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

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

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

5.4.5 Most Favored Customer. Contractor shall, within thirty (30) days of their effective date, notify the Lead State and NASPO ValuePoint of any contractual most - favored-customer provisions in third-party contracts or agreements that may affect the promotion of this Master Agreement or whose terms provide for adjustments to future rates or pricing based on rates, pricing in, or Orders from this Master Agreement. Upon request of the Lead State or NASPO ValuePoint, Contractor DocuSign Envelope ID: CE9EDE21-548B-4156-BDF8-8383A0FC97D0 RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 13

shall provide a copy of any such provisions.

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

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

5.6 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, Nova Scot ia, 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, healt h authorities, housing authorities, agencies, boards, commissions, and crown corporations, may be eligible to use Contractor's Master Agreement.

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

VI. Pricing, Payment & Leasing

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

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

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

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

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

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

6.1.5 Pricing shall remain firm during the first twelve (12) months of the Master Agreement (e.g. 8/1/2024 – 7/31/2025). Contractor may then update their pricing DocuSign Envelope ID: CE9EDE21-548B-4156-BDF8-8383A0FC97D0 RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 14

once per calendar year. All requested price increases must be sent to the Lead State and include documentation from Contractor which provides a detailed explanation for the increase. While there will not be any restrictions regarding direct and indirect cost increases, it will be at the Lead State’s sole discretion to determine if the requested increase has a direct correlation to the Deliverables being offered under the Master Agreement. Price increases shall be allowed for all Products and all Services, including rate and fee structures on maintenance plans.

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

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

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

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

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

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

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

6.3 Leasing or Alternative Financing Methods. The procurement and other applicable laws of some Purchasing Entities may permit the use of leasing or alternative financing methods for the acquisition of Products under this Master Agreement. Exhibit A, Statement of Work, contains Leasing and Rental provisions; however, it shall be at the discretion of each Participating State or Entity to accept these terms, reject these terms, or further negotiat e the terms with the Contractor, as long as those negotiations don’t fall outs ide the original scope of the RFP or the Master Agreement.

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

VII. Ordering

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

7.2 Quotes. Purchasing Entities may define entity-specific or project-specific requirements and informally compete the requirement among companies having a Master Agreement on an “as needed” basis. This procedure may also be used when requirements are aggregated or other firm commitments may be made to achieve reductions in pricing. This procedure may be modified in Participating Addenda and adapted to the Purchasing Entity’s rules and DocuSign Envelope ID: CE9EDE21-548B-4156-BDF8-8383A0FC97D0 RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 15

policies. The Purchasing Entity may in its sole discretion determine which Master Agreement Contractors should be solicited for a quote. The Purchasing Entity may select the quote that it considers most advantageous, cost, and other factors considered.

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

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

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

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

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

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

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

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

7.6 Ordering and Invoicing Specifications . At the discretion of the Participating State or Entity, all Orders pursuant to this Master Agreement, may contain the following:

7.6.1 Name of Purchasing Entity;

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

7.6.3 Order date;

7.6.4 Description of the Product and/or Service ordered;

7.6.5 Model number;

7.6.6 Price;

7.6.7 The Master Agreement number; and

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

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

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

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

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

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

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

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

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

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

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

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

7.16.2 All Environmentally Preferable Products (EPP) shall be clearly listed;

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

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

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

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

7.18 Substitutions. If an ordered Product is out-of-stock, Contractor shall notify the Purchasing Entity and request approval before substituting for the out -of-stock item. Contractor’s DocuSign Envelope ID: CE9EDE21-548B-4156-BDF8-8383A0FC97D0 RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 17

request to substitute shall explain how the substituted Product compares with the out -of- stock item. Any substitute Product offered must be on the Contractor’s M aster Agreement Price List.

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

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

VIII. Shipping and Delivery

8.1 Shipping Terms. With the exception of Group C and Sub-Groups C1 and C2 Devices, all Products must be shipped F.O.B. destination, standard freight pre-paid by the Contractor, to the Purchasing Entity’s specified location, unless otherwise indicated in a Participating Addendum. Group C and Sub-Groups C1 and C2 shipping charges shall be quoted to the Purchasing Entity prior to Order confirmation.

8.1.1 Notwithstanding the above, responsibility and liability for loss or damage will remain the Contractor’s until final inspection and A cceptance when responsibility will pass to the Purchasing Entity except as to latent defects, fraud, and Contractor’s warranty obligations.

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

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

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

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

8.6 Inside Deliveries. All deliveries, with the exception of drop -shipped or desktop Devices, DocuSign Envelope ID: CE9EDE21-548B-4156-BDF8-8383A0FC97D0 RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 18

shall be made to the interior location specified by the Purchasing Entity. Specific delivery instructions will be noted on the Order. Any damage to the building interior, scratched walls, damage to the freight elevator, etc., will be the responsibility of the Contractor. If d amage does occur, it is the responsibility of the Contractor to immediately notify the Purchasing Entity placing the Order.

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

IX. Inspection and Acceptance

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

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

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

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

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

9.6 Inspection. All Devices are subject to inspection at reasonable times and places before Acceptance. Contractor shall provide right of access to the Lead State, or to any other authorized agent or official of the Lead State or other Participating or Purchasing Entity, at reasonable times, to monitor and evaluate performance, compliance, and/or quality assurance requirements under this Master Agreement.

9.6.1 Devices that do not meet specifications may be rejected. Failure to reject upon receipt, however, d oes not relieve the contractor of liability for material (nonconformity that substantial impairs value) latent or hidden defects subsequently revealed when goods are put to use.

9.6.2 Acceptance of such goods may be revoked in accordance with the provisions of the applicable commercial code, and the Contractor is liable for any resulting expense incurred by the Purchasing Entity related to the preparation and shipping of Device DocuSign Envelope ID: CE9EDE21-548B-4156-BDF8-8383A0FC97D0 RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 19

rejected and returned, or for which Acceptance is revoked.

9.7 Failure to Conform. If an y S ervices 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.

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

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

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

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

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

9.8.5 No Device will be deemed Accepted and no charges will be paid until the standard of performance or specification is met.

X. Warranty

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

10.2 The warranty period shall begin upon Acceptance of the Device, and shall be for a minimum of ninety (90) days for purchase, lease and rental Devices. This warranty shall be extended to all Devices acquired under the Master Agreement, including Remanufactured and/or Refurbished Devices.

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

10.4 Devices shall be in good working order, free from any defects in material and workmanship, and fit for the ordinary purposes they are intended to serve.

10.5 If defects are identified, per mutual agreement of Contractor and the Purchasing Entity, Contractor obligations shall be limited solely to the repair or replacement of Devices proven to be defective upon inspection.

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10.6 Replacement of Devices shall be on a like -for-like basis and shall be at no cost to the Purchasing Entity.

10.7 Repair of defective parts and/or Devices shall be at no cost to the Purchasing Entity.

10.8 Upon significant failure of a Device, the warranty period shall commence again for a minimum of ninety (90 ) days. Significant failure shall be determined by the Participating State.

10.9 Contractor warranty obligations shall not apply if:

10.9.1 The Device is installed, wired, modified, altered, or serviced by anyone other than Contractor and/or their Authorized Dealer;

10.9.2 If a defective or non-authorized Accessory, Supply, software, or part is attached to, or used in the Device; and

10.9.3 The Device is relocated to any place where Contractor Services are not available.

10.10 Contractor agrees to perform its Services in a professional manner, consistent with applicable industry standards.

10.11 It will be at the discretion of each Participating State or Entity to negotiate additional warranty requirements with the Contractor.

10.12 Lemon Clause

10.12.1 This clause shall apply to all Devices that are purchased, leased, or rented under the Contractor’s Master Agreement.

10.12.2 This clause shall not apply if Supplies are used in the Devices that were not manufactured, provided, or authorized by the Contractor.

10.12.3 The application period is thirty-six (36) months from the date of Acceptance.

10.12.4 This clause shall take precedence over any other warranty or Services clauses associated with the Contractor’s Master Agreement , or as specified by a Participating State or Entity in their Participating Addendum.

10.12.5 A Purchasing Entity must maintain an uninterrupted Maintenance Agreement on all purchased Devices in order for this clause to apply past the initial ninety (90) day warranty.

10.12.6 Any Device that fails (except due to operator error) to function in accordance with the Manufacturer’s published performance specifications, four (4) times in any four (4) week period and/or is subject to recurring related problems, shall be replaced with a new Device that meets or exceeds the requirements of the original Device, at no cost to the Purchasing Entity.

10.13 Rights Reserved. The rights and remedies of the parties under this warranty are in addition to any other rights and remedies of the parties provided by law or equity, including, without limitation, actual damages, and, as applicable and awarded under the law, to a prevailing party, reasonable attorneys’ fees and costs.

XI. Equipment Title

11.1 Conveyance of Title. Contractor shall have exclusive title to the Devices being delivered and the Devices shall be free and clear of all liens, encumbrance s, and security interests.

Title to the Device shall only pass to the Purchasing Entity upon:

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11.1.1 Purchasing Entity up-front purchase of the Device;

11.1.2 Purchasing Entity exercising the purchase option at the end of an FMV Lease;

11.1.3 Expiration of a Purchasing Entity’s Capital Lease; or

11.1.4 Purchasing Entity has secured Third Party financing and payment is being mad e directly to the Contractor by the Purchasing Entity.

11.2 Embedded Software. Transfer of title to the Device must include an irrevocable and perpetual license to use any Embedded Software in the Device. If Purchasing Entity subsequently transfers title of the Device to another entity, Purchasing Entity shall have the right to transfer the license to use the Embedded Software with the transfer of Device title.

A subsequent transfer of this software license will be at no additional cost or charge to either Purchasing Entity or Purchasing Entity’s transferee.

11.3 License of Pre-Existing Intellectual Property. Contractor grants to the Purchasing Entity a nonexclusive, perpetual, royalty -free, irrevocable, license to use, publish, translate, reproduce, transfer with any sale of tangible media or Product, perform, display, and dispose of the Intellectual Property, and its derivatives, used or delivered under this Master Agreement, but not created under it (“Pre -existing Intellectual Property”). The Contractor shall be responsible for ensuring that this license is consistent with any third-party rights in the Pre-existing Intellectual Property.

XII. Indemnification

12.1 General Indemnification. The Contractor shall defend, indemnify and hold harmless NASPO, NASPO ValuePoint, the Lead State, Participating Entities, and Purchasing Entities, along with their officers and employees, from and a gainst third -party claims, damages or causes of action including reasonable attorneys’ fees and related costs for any death, injury, or damage to tangible property arising from any act, error, or omission of the Contractor, its employees or subcontractors or volunteers, at any tier, relating to performance under this Master Agreement.

12.2 Intellectual Property Indemnification. The Contractor shall defend, indemnify and hold harmless NASPO, NASPO ValuePoint, the Lead State, Participating Entities, Purchasing Entities, along with their officers and employees ("Indemnified Party"), from and against claims, damages or causes of action including reasonable attorneys’ fees and related costs arising out of the claim that the Product or its use infringes Intellectual Property rights of another person or entity ("Intellectual Property Claim").

12.2.1 The Contractor’s obligations under this section will not extend to any combination of the Product with any other product, system or method, unless the Product, system or method is:

12.2.1.1 provided by the Contractor or the Contractor’s subsidiaries or affiliates;

12.2.1.2 specified by the Contractor to work with the Product;

12.2.1.3 reasonably required to use the Product in its intended manner, and the infringement could not have been avoided by substituting another reasonably available product, system or method capable of performing the same function; or

12.2.1.4 reasonably expected to be used in combination with the Product, system or method.

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12.2.2 The Indemnified Party shall notify the Contractor within a reasonable time after receiving notice of an Intellectual Property Claim. Even if the Indemnified Party fails to provide reasonable not ice, the Contractor shall not be relieved from its obligations unless the Contractor can demonstrate that it was prejudiced in defending the Intellectual Property Claim resulting in increased expenses or loss to the Contractor. If the Contractor promptly a nd reasonably investigates and defends any Intellectual Property Claim, it shall have control over the defense and settlement of the Intellectual Property Claim. However, the Indemnified Party must consent in writing for any money damages or obligations fo r which it may be responsible.

12.2.3 The Indemnified Party shall furnish, at the Contractor’s reasonable request and expense, information and assistance necessary for such defense. If the Contractor fails to vigorously pursue the defense or settlement of the Intellectual Property Claim, the Indemnified Party may assume the defense or settlement of the Intellectual Property Claim and the Contractor shall be liable for all costs and expenses, including reasonable attorneys’ fees and related costs, incurred by the Indemnified Party in the pursuit of the Intellectual Property Claim.

12.2.4 Unless otherwise set forth herein, section 12.2 is not subject to any limitations of liability in this Master Agreement or in any other document executed in conjunction with this Master Agreement.

XIII. Insurance

13.1 Unless otherwise agreed in a Participating Addendum, Contractor shall, during the term of this Master Agreement, maintain in full force and effect, the insurance described in this section. Contractor shall acquire such insurance from an insurance carrier or carriers licensed to conduct business in each Participating Entity’s state and having a rating of A -, Class VII or better, in the most recently published edition of Best’s Reports. Failure to buy and maintain the required insurance may result in this Master Agreement’s termination or, at a Participating Entity’s option; result in termination of its Participating Addendum.

13.2 Coverage shall be written on an occurrence basis , except for Cyber Liability, which is written on a claims made basis. The minimum acceptable limits shall be as indicated below, with no deductible for each of the following categories:

13.2.1 Commercial General Liability covering premises oper ations, Products and completed operations, blanket contractual liability, personal injury (including death), advertising liability, and property damage, with a limit of not less than $1 million per occurrence, $2 million general aggregate, $2 million Products and completed operations aggregate and $50,000 and any one fire. If any aggregate limit is reduced below $2,000,000 because of claims made or paid, the Contractor shall immediately obtain additional insurance to restore the full aggregate limit and furnish to the Participating Entity, a certificate or other document satisfactory to the Participating Entity, showing compliance with this provision.

13.2.2 Cyber Liability covering claims and losses with respect to network, internet (Cloud) or other data disclosure risks (such as data breaches, releases of Confidential Information, unauthorized access/use of information, and identity theft) with minimum limits of not less than $1,000,000 per claim and $1,000,000 aggregate.

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13.2.3 Contractor must comply with any applicable State Workers Compensation or Employers Liability Insurance requirements.

13.2.4 Automobile Liability covering any auto (including owned, hired and non - owned), with a minimum limit of $1,000,000 each accident combined single limit.

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

13.4 Prior to commencement of performance, Contractor shall provide to the Lead State a written endorsement to the Contractor’s general liability insurance policy or other documentary evidence acceptable to the Lead State that:

13.4.1 Includes the Participating States identified in the Request for Proposal as additional insured’s, and;

13.4.2 Provides that the Contractor’s liability insurance policy shall be primary, with any liability insurance of any Participating State as seconda ry and noncontributory.

Unless otherwise agreed in any Participating Addendum, the Participating Entity’s rights and Contractor’s obligations are the same as those specified in the first sentence of this subsection. Before performance of any Purchase Order issued after execution of a Participating Addendum authorizing it, the Contractor shall provide to a Purchasing Entity or Participating Entity who requests it the same information described in this subsection.

13.5 Contractor shall furnish to the Lead Stat e, Participating Entity, and, on request, the Purchasing Entity copies of certificates of all required insurance within seven (7) calendar days of the execution of this Master Agreement, the execution of a Participating Addendum, or the Order’s effective d ate and prior to performing any work. The insurance certificate shall provide the following information: the name and address of the insured; name, address, telephone number and signature of the authorized agent; name of the insurance company (authorized to operate in all states); a description of coverage in detailed standard terminology (including policy period, policy number, limits of liability, exclusions and endorsements); and an acknowledgment of the requirement for notice of cancellation.

Copies of renewal certificates of all required insurance shall be furnished within fifteen (15) days after any renewal date. These certificates of insurance must expressly indicate compliance with each insurance requirement specified in this section. Failure to pro vide evidence of coverage may, at sole option of the Lead State, or any Participating Entity, result in this Master Agreement’s termination or the termination of any Participating Addendum.

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

13.7 Notice of Cancellation. Contractor shall pay premiums on all insurance policies.

Contractor shall provide notice to a Participating Entity who is a state within five (5) business days after Contractor is first aware of expiration, cancellation or nonrenewal of such policy or is first aware that cancellation is threatened or expiration, nonrenewal or expiration otherwise may occur.

13.8 Participating Entities. Contractor shall p rovide to Participating States and Participating Entities the same insurance obligations and documentation as those specified in section DocuSign Envelope ID: CE9EDE21-548B-4156-BDF8-8383A0FC97D0 RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 24

XIII, except the endorsement is provided to the applicable Participating State or Participating Entity.

13.9 Furnishing of Certificates. Contractor shall furnish to the Lead State copies of certificates of all required insurance in a form sufficient to show required coverage within thirty (30) calendar days of the execution of this Master Agreement and prior to performing any work.

Copies of renewal certificates of all required insurance will be furnished within thirty (30) days after any renewal date to the applicable state Participating Entity. Failure to provide evidence of coverage may, at the sole option of the Lead State, or any Participating Entity, result in this Master Agreement’s termination or the termination of any Participating Addendum.

13.10 Disclaimer. Insurance coverage and limits will not limit Contractor’s liability and obligations under this Master Agreement, any Participating Addendum, or any Purchase Order.

XIV. General Provisions

14.1 Records Administration and Audit

14.1.1 The Contractor shall maintain books, records, documents, and other evidence pertaining to this Master Agreement and Orders placed by Purchasing Entities under it to the extent and in such detail as will adequately reflect performance and administration of payments and fees. Contractor shall permit the Lead State, a Participating Entity, a Purchasing Entity, the federal government (including its grant awarding entities and the U.S. Comptroller General), and any other duly authorized agent of a governmental a gency, to audit, inspect, examine, copy and/or transcribe Contractor's books, documents, papers and records directly pertinent to this Master Agreement or orders placed by a Purchasing Entity under it for the purpose of making audits, examinations, excerpt s, and transcriptions.

This right will survive for a period of six (6) years following termination of this Agreement or final payment for any order placed by a Purchasing Entity against this Master Agreement, whichever is later, or such longer period as is required by the Purchasing Entity’s state statutes, to assure compliance with the terms hereof or to evaluate performance hereunder.

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

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

14.2 Confidentiality, Non-Disclosure, and Injunctive Relief

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

14.2.1.1 Any and all information of any form that is marked as confidential or would by its nature be deemed confidential obtained by Contractor or DocuSign Envelope ID: CE9EDE21-548B-4156-BDF8-8383A0FC97D0 RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 25

its employees or agents in the performance of this Master Agreement, including but not nece ssarily limited to (1) any Purchasing Entity’s records, (2) personnel records, and (3) information concerning individuals, is confidential information of Purchasing Entity (“Confidential Information”).

14.2.1.2 Any reports or other documents or items (including s oftware) that result from the use of the Confidential Information by Contractor shall be treated in the same manner as the Confidential Information.

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

14.2.2 Non-Disclosure. Contractor shall hold Confidential 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.

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

14.2.2.2 Without limiting the generality of the foregoing, Contractor shall advise Purchasing Entity, applicable Participating Entity, and the Lead State immediately if C ontractor 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 Contractor shall at its expense cooperate with Purchasing Entity in seeking injunctive or other equitable relief in the name of Purchasing Entity or Contractor against any such person.

14.2.2.3 Except as directed by Purchasing Entity, Contractor will not at any time during or after the term of this Master Agreement disclose, directly or indirectly, any Confidential Information to any person, except in accordance with this Master Agreement, and that upon termination of this Master Agreement or at Purchasing Entity’s request, Contractor shall turn over to Purchasing Entity all documents, pap ers, and other matter in Contractor's possession that embody Confidential Information.

14.2.2.4 Notwithstanding the foregoing, Contractor may keep one copy of such DocuSign Envelope ID: CE9EDE21-548B-4156-BDF8-8383A0FC97D0 RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 26

Confidential Information necessary for quality assurance, audits , and evidence of the performance of this Master Agreement.

14.2.3 Injunctive Relief. Contractor acknowledges that Contractor’s breach of section

14.2 would cause irreparable injury to the Purchasing Entity that cannot be adequately compensated in monetary damages. Accordingly, Purchasing Entity may seek and obtain injunctive relief against the breach or threatened breach of the foregoing undertakings, in addition to any other legal remedies that may be available. Contractor acknowledges and agrees that the covena nts contained herein are necessary for the protection of the legitimate business interests of Purchasing Entity and are reasonable in scope and content.

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

14.2.5 NASPO ValuePoint. The rights granted to Purchasing Entities and Contractor’s obligations under this section will also extend to NASPO ValuePoint’s Confidential Information, including but not limited to Participating Addenda, Orders or transaction data relating to Orders under this Master Agreement that identify the entity/customer, Order dates, line-item descriptions and volumes, and prices/rates. This provision does not apply to disclosure to the Lead State, a Participating State, or any governmental entity exercising an audit, inspection, or examination pursuant to this Master Agreement. To the extent permitted by law, Contractor shall notify the Lead State of the identity of any entity seeking access to the Confidential Information described in this subsection.

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

14.3 Assignment/Subcontracts

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

14.3.2 The Lead State reserves the right to assign any rights or duties, including written assignment of contract administration duties, to NASPO ValuePoint and other third parties.

14.4 Changes in Contractor Representation . The Contractor must, within ten (10) calendar days, notify the Lead State in writing of any changes in the Contractor’s key administrative personnel managing the Master Agreement. The Lead State reserves the right to approve or reject changes in key person nel, as identified in the Contractor’s proposal. The Contractor shall propose replacement key personnel having substantially equal or better education, training, and experience as was possessed by the key person proposed and evaluated in the Contractor’s proposal.

14.5 Independent Contractor . Contractor is an independent contractor. Contractor has no authorization, express or implied, to bind the Lead State, Participating States, other Participating Entities, or Purchasing Entities to any agreements, settlement s, liability or understanding whatsoever, and shall not to hold itself out as agent except as expressly set forth herein or as expressly set forth in an applicable Participating Addendum or Order.

14.6 Cancellation. Unless otherwise set forth herein, this Master Agreement may be canceled DocuSign Envelope ID: CE9EDE21-548B-4156-BDF8-8383A0FC97D0 RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 27

by either party upon sixty (60) days’ written notice prior to the effective date of the cancellation. Further, any Participating Entity may cancel its participation upon thirty (30) days’ written notice, unless other wise limited or stated in the Participating Addendum.

Cancellation may be in whole or in part. Any cancellation under this provision will not affect the rights and obligations attending Orders outstanding at the time of cancellation, including any right of a Purchasing Entity to indemnification by the Contractor, rights of payment for Products delivered and accepted, rights attending any warranty or default in performance in association with any Order, and requirements for records administration and audit.

Cancellation of the Master Agreement due to Contractor default may be immediate.

14.7 Force Majeure. Neither party to this Master Agreement shall be held responsible for delay or default caused by fire, riot, unusually sev ere weather, other acts of God, acts of war which are beyond that party’s reasonable control, pandemics, or epidemics that would negatively impact supply chain distribution . The Lead State may terminate this Master Agreement upon determining such delay or default will reasonably prevent success ful performance of the Master Agreement. This clause does not absolve Purchasing Entity of their payment obligations for goods or services received. Past due account charges will not accrue until the conclusion of the Force Majeure event, at which point Contractor shall also be expected to resume their Service obligations.

14.8 Defaults and Remedies

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

14.8.1.1 Nonperformance of contractual requirements;

14.8.1.2 A material breach of any term or condition of this Master Agreement;

14.8.1.3 Any certification, representation or warranty by Contractor in response to the solicitation or in this Master Agreement that proves to be untrue or materially misleading;

14.8.1.4 Institution of proceedings under any bankruptcy, insolvency, reorganization or similar law, by or against Contractor, or the appointment of a receiver or similar officer for Contractor or any of its property, which is not vacated or fully stayed within thirty (30) calendar days after the institution or occurrence thereof; or

14.8.1.5 Any default specified in another section of this Master Agreement.

14.8.2 Upon the occurrence of an event of default, the Lead State shall issue a written notice of default, identifying the nature of the default, and providing a period of fifteen (15) calendar days in which Contractor shall have an opportunity to cure the defaul t. 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 pres erve public safety or prevent immediate public crisis. Time allowed for cure will not diminish or eliminate Contractor’s liability for damages, including liquidated damages to the extent provided for under this Master Agreement.

14.8.3 If Contractor is afforded an opportunity to cure and fails to cure the default within the period specified in the written notice of default, Contractor shall be in breach of its obligations under this Master Agreement and the Lead State shall have the DocuSign Envelope ID: CE9EDE21-548B-4156-BDF8-8383A0FC97D0 RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 28

right to exercise any or all of the following remedies:

14.8.3.1 Any remedy provided by law;

14.8.3.2 Termination of this Master Agreement and any related Contracts or portions thereof;

14.8.3.3 Assessment of liquidated damages as provided in this Master Agreement;

14.8.3.4 Suspension of Contractor from being able to resp ond to future bid solicitations; and

14.8.3.5 Suspension of Contractor’s performance.

14.8.4 Unless otherwise specified in the Participating Addendum, in the 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 an Order, a Purchasing Entity shall provide written notice of default as described in this section and have all of the rights and remedies under this paragraph and any applicable Participating Addendum with respect to an Order placed by the Purchasing Entity. Nothing i n these Master Agreement Terms and Conditions will be construed to limit the rights and remedies available to a Purchasing Entity under the applicable commercial code.

14.9 Waiver of Breach. Failure of the Lead State, Participating Entity, or Purchasing Entity to declare a default or enforce any rights and remedies will not operate as a waiver under this Master Agreement, any Participating Addendum, or any Purchase Order. Any waiver by the Lead State, Participating Entity, 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 will not be construed or operate as a waiver of any subsequent default or breach of such term or requirement, or of any other term or requirement under this Master Agreement, any Participating Addendum, or any Purchase Order.

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

14.11 No Waiver of Sovereign Immunity

14.11.1 In no event will this Master Agreement, any Participating Addendum or any contract or any Purchase Order issued thereunder, or any act of the Lead State, a Participating Entity, or a Purchasing Entity be a waiver of any form of defense or immu nity, whether sovereign immunity, governmental immunity, immunity based on the Eleventh Amendment to the Constitution of the United States or otherwise, from any claim or from the jurisdiction of any court.

14.11.2 This section applies to a claim brought against the Participating Entities who are DocuSign Envelope ID: CE9EDE21-548B-4156-BDF8-8383A0FC97D0 RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 29

states only to the extent Congress has appropriately abrogated the state’s sovereign immunity and is not consent by the state to be sued in federal court.

This section is also not a waiver by the state of any form of immun ity, including but not limited to sovereign immunity and immunity based on the Eleventh Amendment to the Constitution of the United States.

14.12 Governing Law and Venue

14.12.1 The laws of the Lead State shall govern the construction and effect of this Master Agreement. Venue for any administrative or judicial action relating to this Master Agreement shall be in the City and County of Denver, Colorado.

14.12.2 The construction and effect of any Participating Addendum or Order against this Master Agreement shall be governed b y and construed in accordance with the laws of the Participating Entity’s or Purchasing Entity’s State.

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

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

14.14 Survivability. Unless otherwise explicitly set forth in a Participating Addendum or Order, the terms of this Master Agreement as they apply to the Contractor, Participating Entities, and Purchasing Entities, including but not limited to pricing and the reporting of sales and payment of administrative fees to NASPO ValuePoint, shall survive expiration of this Master Agreement and shall continue to apply to all Participating Addenda and Orders until the expiration thereof.

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SIGNATURE PAGE

THE PARTIES HERETO HAVE EXECUTED THIS MASTER AGREEMENT

* Individual signing for Contractor hereby swears and affirms that they are authorized to act on Contractor’s behalf and acknowledge that the Lead State is relying on their representations to that effect.

CONTRACTOR
Sharp Electronics Corporation

By:

Title:

By:
_____________________________________________
*Signature

Date: _________________________

STATE OF COLORADO
Jared S. Polis, Governor
Department of Personnel & Administration
State Purchasing & Contracts Office
Tony Gherardini, Executive Director

By:
______________________________________________
John Chapman, State Purchasing Manager

Date: _________________________

ALL CONTRACTS REQUIRE APPROVAL BY THE STATE CONTROLLER

CRS §24-30-202 requires the State Controller to approve all State Contracts. This Master Agreement is not valid until signed and dated below by the State Controller or delegate. Contractor is not authorized to begin performance until such time. If Contractor begins performing prior thereto, the State of Colorado is not obligated to pay Contractor for such performance or for any Goods and/or Services provided hereunder.

STATE CONTROLLER
Robert Jaros, CPA, MBA, JD

By: ___________________________________

Date: _____________________

DocuSign Envelope ID: CE9EDE21-548B-4156-BDF8-8383A0FC97D0 President & CEO
1/11/2024
Mike Marusic
1/11/2024
1/11/2024
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EXHIBIT A – STATEMENT OF WORK

I. Product Overview
A. Contractor is authorized to provide Products and Services in the following Group s and Sub- Groups:

1. Primary Products and Services:

Group Products and Services
A A3 MFD – OEM only
B A4 MFD – OEM and Non-OEM
D Single-function Printers – OEM and Non-OEM
F Scanners – OEM and Non-OEM
G Software – OEM and Non-OEM
H Supplies (consumable) – OEM and Non-OEM
I Managed Print Services

2. Ancillary Products and Services:

Sub-
Group Products and Services
G1 Software Related Services
D1 Specialty Printers (3D, receipt, barcode label, card, cable) – OEM and Non-OEM

B. Contractor may not provide Products that have not been approved by the Lead State, with the exception of NSP items, as referenced in section II.B.3.

C. Contractor may only offer Devices that meet the minimum requirements as outlined in section II.A.

D. Any Products added to the Master Agreement throughout the term of the Contract must be discounted according to the proposed discount for the appropriate Segment or as specified in section II.A.4.

E. Contractor may provide MPS under any Group they offer under thi s Contract. However, MPS may not be provided on any Devices that are being leased or rented to a Purchasing Entity by another Manufacturer, unless Contractor has a written agreement with the Manufacturer to do so. Further, Contractor is not permitted to pr ovide (e.g. sell, lease, rent) Devices under any Group they have NOT been awarded.

F. Contractor may add, remove or modify Products and Services on their Price Lists once per calendar month, beginning in September 2024. Modifications do NOT include price increases.

Refer to section 6.1 of the Master Agreement Terms and Conditions for information regarding pricing.

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G. Any Device additions must be updated with Buyer’s Lab within ninety (90) days of submission to the Lead State. Failure to adhere to this requiremen t will result in the Device(s) being removed from the Master Agreement Price List(s) until such time they can be verified on Buyer’s Lab. In addition, if a Device is acquired by a Purchasing Entity that is not listed on Buyer’s Lab within 90 days of it being added to the Price List, then Contractor shall remove the Device from the Purchasing Entity location and substitute it with a Device of equal or greater value, at no charge to the Purchasing Entity. This substituted Device must be on the Price List, AND listed on Buyer’s Lab.

II. Master Agreement Deliverables
A. Primary Product and Service Offerings

1. Group Categories. Segments shall be utilized to distinguish the various speeds of the Devices within Groups. The speeds are denoted in Page per Minute (PPM). The Segments for each Group are as follows:

Group A – MFD, A3
Segment PPM
2 20 – 30
3 31 – 40
4 41 – 50
5 51 – 60
6 61 – 70
7 71 – 90

Group B – MFD, A4
Segment PPM
1 Up to 20
2 21 - 30
3 31 - 40
4 41 - 50
5 51 - 60
6 61+

Group D – Single-function Printers
Segment PPM
1 Up to 20
2 21 – 40
3 41 – 60
4 61+

Group F - Scanners
Segment PPM
1 10 – 29
2 30 – 49
3 50 – 69
4 70 – 89
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5 90 – 110
6 111 – 130
7 131+

2. Device Configurations. Devices must be equipped, at a minimum, with the following Accessories/capabilities:

2.1 Group A – MFD, A3
a. New power filter;
b. Duplex for Segment 3 and above;
c. Standard paper drawer(s) equal to or greater than:
i) One (1) paper supply for Segment 2;
ii) Two (2) paper drawers for Segments 3 and 4; and/or
iii) 2,000 sheet paper capacity for Segments 5 and above. iv) Paper size capacity up to 11” x 17”; and
v) Bypass paper supply, if applicable for Segment.

2.2 Group B – MFD, A4
a. New power filter;
b. Bypass paper supply;
c. Standard paper drawer(s) equal to or greater than:
i) One (1) paper supply for Segments 1 and 2;
ii) Two (2) paper drawers for Segments 3 and 4; and/or
iii) 1,000 sheet capacity for Segments 5 and above.
d. Paper size capacity up to 8 1/2” x 14”; and
e. Envelope adjustment capability.

2.3 Group D – Single-function Printers
a. Must include an inkjet, light emitting diode (LED), or laser print engine; b. Standard paper drawer(s);
c. Standard paper capacity; and
d. Network connectivity.

2.4 Group F – Scanners
a. Charge-Coupled Device (CCD) or Contact Image Sensor (CIS); b. Automatic Document Feeder (ADF);
c. Letter or legal paper size capacity;
d. Color depth of at least 24 bytes; and
e. Single pass duplex scan.

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3. Device Standards. Devices must meet the following requirements:

3.1 Group A Base Units are OEM only.

3.2 Group A and Group B must be EPEAT registered to a minimum of Bronze Standard within one (1) year of being added to the Master Agreement Price List.

3.3 Group D must be Energy Star compliant or EPEAT registered to a minimum of Bronze Standard within one (1) year of being added to the Master Agreement Price List.

3.4 If Contractor Devices fail to meet the EPEAT Bronze Standard, or be Energy Star compliant (applicable to Group D Devices only) within one (1) year, then they will be removed from the Price List. If said Devices have already been placed at a Purchasing Entity’s location, then Contractor must replace the Devices with a comparable, qualified model, at no cost to the Purchasing Entity.

3.5 All Devices must be Newly Manufactured, current, Remanufactured, or Refurbished, except as specified in a Participating Addendum. Discontinued Devices are not permitted to be offered under the Master Agreement.

3.6 Devices, when installed, and if available, must be set -up to receive automatic software updates and patches.

3.7 Device specifications must be published on the Contractor website.

3.8 MSRP must not exceed what is listed with Buyers Laboratory Inc., or List Price must not exceed what is published on the Manufacturer’s website.

3.9 Devices must maintain a PPM speed, according to Segment classification.

3.10 Devices must be compatible with using recycled paper, up to and including, 100% Post-Consumer Waste (PCW) paper. Contractor may not fault the use of recycled paper for Device failures, as long as the recycled paper in use meets the standard paper specifications (e.g., multi-purpose, copy, or laser paper).

4. Device Exceptions

4.1 Group B, Group D, Sub-Group D1, and Group F will not be restricted to OEM, and do not have to be Private Labeled.

4.2 Group F is not required to be EPEAT registered or Energy Star compliant.

4.3 Digital Duplicato rs may be offered by Contractor under Group A, and must be priced based on the minimum discount offered in the Segment to which they most closely relate.

5. Accessories

5.1 Contractor shall provide OEM and/or Third Party compatible Accessories that compliment or enhance the features of the Device.

5.2 Contractor may also maintain a separate price list for Accessories for Base Units that have been discontinued. The pricing must be based on the same discount offered, per the ‘Discount from MSRP’ tab, on the applicable Group Price List.

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5.3 Purchasing Entities may add Accessories to Devices that have been purchased, leased or rented under prior NASPO ValuePoint Master Agreements, as well as via any other means. If the Device is currently being leased or rented, Purchasing Entity must obtain Contractor approval to add Accessories. Purchasing Entities shall also be advised that obtaining Accessories from a Third Party and not the Contractor or their Dealer may void certain warranty or maintenance agreement provisions.

6. Remanufactured and Refurbished Equipment

6.1 Contractor may offer Remanufactured and/or Refurbished Equipment under any Group.

6.2 Remanufactured and Refurbished Equipment is not requi red to be EPEAT registered or Energy Star compliant.

6.3 Equipment can be acquired via a purchase, lease or rental agreement.

6.4 Contractor must notify the Purchasing Entity in writing, when Remanufactured or Refurbished Equipment is being offered.

6.5 All Remanufactured or Refurbished Equipment must be clearly labeled as such, and must be certified by the Manufacturer.

6.6 Remanufactured Equipment must be priced according to the minimum discount offered for similar Equipment in the same Group and Segment of the resultin g Master Agreement.

6.7 Refurbished Equipment shall be offered at a minimum discount of 10% less than the lowest priced Device of the Group and Segment to which the Refurbished Equipment belongs.

6.8 Service and Supplies for Remanufactured and Refurbished Equipment will receive the same pricing as the Published Price for the Group and Segment to which it belongs.

7. Group G - Software

7.1 May be provided by Contractor to enhance the capabilities of the Devices, or may be provided as a standalone option on any owned, leased or rented Device.

7.2 Software pricing for unique designs or complex configurations will be quoted on a case by case basis.

7.3 Contractor may provide OEM and/or Third Party software.

7.4 All software drivers shall be, at a minimum, Windows 10 compliant, and all Devices must have universal software drivers.

7.5 Purchasing Entities that acquire software shall be subject to the license agreements distributed with such software, provided such terms do not contradict the language in the Master Agreement, and unless othe rwise stated in a Participating Addendum.

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7.6 Software Subscriptions
a. Software pricing shall be inclusive of available software patches and any updates.
b. Purchasing Entities shall have the option to finance software subscriptions by utilizing the proposed lease and rental rates.
c. Any new releases of software versions (upgrades) shall be chargeable to the Purchasing Entity; however, Contractor may not charge for the installation of the software upgrade, unless installation is excessive, and charges are agreed to by Purchasing Entity.
d. License fees and support fees shall remain firm throughout the term of the agreement.
e. Software subscriptions shall not be subject to automatic renewals, unless otherwise agreed to in an Order.
f. Contractor shall be responsible for communicating all updates, patches, and new releases/versions to Purchasing Entities.
g. Contractor shall provide a web -based or toll -free hotline during Normal Business Hours for Purchasing Entities to report software problems or answer software related questions.

8. Group H – Supplies (consumable)

8.1 Contractor may offer OEM or compatible consumable Supplies for Groups A, B, D and F, as well as Sub-Group D1. These Supplies may be purchased as standalone items or included as part of a Maintenance Agreement. Under no circumstances may the Supplies, regardless of quantity, be financed, unless they are start -up Supplies. All compatible Supplies must meet OEM standards for performance and quality. The Supplies that may be offered are:
a. Toner;
b. Staples;
c. Ink;
d. Print Cartridges;
e. Imaging Drums;
f. Fuser Kits;
g. Cleaning Kits;
h. Transfer Kits;
i. Waste Toner Bottles;
j. Fuser Oil;
k. Ozone Filters;
l. Ribbon;
m. Developer;
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n. Rollers and Pads; and
o. Maintenance Kits.

8.2 Toner must be free of carcinogenic, mutagenic, or teratogenic substances, and should avoid petroleum inks and inks with high volatile compounds. Toner cartridges should also be remanufactured, contain recycled content, or be bio - based.

8.3 Contractor shall provide the Purchasing Entity with a method to return the empty toner cartridges at no additional charge.

9. Service Offerings

9.1 Group I - Managed Print Services
a. The main components of an MPS engagement are needs assessment, selective or general replacement of Devices, and the Service, parts and Supplies needed to operate the new and/or existing Devices, including existing Third Party Devices as owned by the Purchasing Entity. The Contractor tracks how the Device fleet is being used, the problems associated with that use, and customer satisfaction in regards to meeting statement of work objectives.
b. In addition to the ongoing monitoring and management of a fleet of Devices, Contractor must also offer project implementation Services, and customer help-desk support and training.
c. Contractor may also offer hourly Services for consulting purposes, project management, change management plans, and other staffed Services which meet customer needs such as to operate copy centers or complete back file scanning projects.
d. MPS may also include enterprise content management Services and workflow optimization components, such as scanning and document capture solutions, developing custom applications for smart MFDs that automate paper-intensive document workflows and route scanned pages to document management systems. It can also be extended to include the restructuring of document workflows. Some MPS engagements may be designed to improve document security or to reduce print volumes and power consumption for environmental reasons.
e. All MPS engagements shall require the Contractor and Purchasing Entity to complete a detailed statement of work, similar to the format referenced in Attachment 3 , Sharp Sample MPS Statement of Work , and it must be approved by both parties prior to the initiation of any engagement. f. Any MPS engagement shall include the following:
i) Free Initial Assessment (includes, but is not limited to: document workflow; identification of Service, Supplies, and parts; current output; total cost of ownership; employee to Device ratio; preliminary estimated cost savings);
DocuSign Envelope ID: CE9EDE21-548B-4156-BDF8-8383A0FC97D0 RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 38

ii) Implementation (e.g. plan development; hardware a nd software installation and set-up);
iii) Remote Device Monitoring (e.g. job accounting; automated meter reads; automated toner replenishment);
iv) End-user Support (e.g. training; Help Desk); and
v) Account management (e.g. reporting; invoicing; customer business reviews).
g. The MPS engagement may include, but is not limited to, the following:
i) Professional Services (e.g. consulting; project management; record management; network and data security; document workflow consulting; document scanning; back -file conversion; mail-room Services);
ii) Cost-based Assessment (e.g. asset mapping; end -user survey; detailed recommendation; analysis and plan design);
iii) Change Management;
iv) Maintenance (e.g. Preventative Maintenance; Service and repair; on- site break/fix; parts management; warranty management); v) Ongoing Fleet Management and Optimization (e.g. consumable spend; continual assessments; green initiatives; add/move/change Services; disaster recovery).
vi) Software and Cloud Solutions (e.g. mobile print, pull -print, enterprise content management; automated workflow; capture and route; security); and
vii) Cartridge Recycling.
h. The free initial assessment shall not constitute a commitment on behalf of the Purchasing Entity. Upon request from a Purchasing Entity, Contractor must provide the assessment with the understanding that the Purchasing Entity is under no obligation to enter into an MPS engagement.
i. MPS pricing and billing options shall be flexible and the Purchasing Entity will drive the complexity of the solution required with a staged a pproach to implementation.

9.2 Maintenance Agreements. No Maintenance Agreement shall be subject to automatic renewals.
a. Pricing
i) Pricing must include a zero base, cost per click rate for b&w and/or color for Groups A, B, and D.
ii) Pricing for a monthly base charge, a set copy allowance and an overage rate for b&w and/or color may also be provided. iii) Pricing for a monthly base charge, a set copy allowance, an overage rate for b&w and/or color, and Supplies may also be provided.

DocuSign Envelope ID: CE9EDE21-548B-4156-BDF8-8383A0FC97D0 RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 39

iv) Flat Rate Fee pricing must be provided that includes all parts, labor, Preventative Maintenance, and Service Calls for Groups A, B, and D.

Supplies may or may not be included.
v) Pricing for ALL Groups may also be provided that includes all parts, labor, Preventative Maintenance (if applicable), and Service Calls, but excludes Supplies.
vi) Contractor may increase their Service and Supply pricing to include staples (if applicable to the Device).
vii) Contractor may provide a flat rate fee without staples, and a fla t rate fee with staples. All flat rate fees shall allow for an annual increase of up to 5%.
viii) Contractor may charge flat rate fees for Services performed on any Accessories.
ix) Service Calls due to misuse, neglect or abuse shall not be covered by the Maintenance Agreement, and Contractor and Authorized Dealers may bill the Purchasing Entity at an hourly rate for Services rendered. x) 11”x17” impressions may be counted as one (1) click or two (2) clicks on Group A Devices.
xi) A two-sided document shall be counted as two (2) clicks. xii) Contractor must not charge for scans on any MFD.
b. Initial Term
i) Pricing shall remain firm for the initial term of the Mainten ance Agreement (e.g. 12, 24, 36 months etc.). Upon renewal of the Maintenance Agreement, Contractor may adjust the pric ing, as long as the pricing does not exceed Master Agreement rates.
ii) For lease and rental Devices, the total Maintenance Agreement term shall be equal to the term of the lease or rental (e.g. 24, 36, 48 months etc.).
iii) For purchased Devices, the initial term is determined by the Purchasing Entity, as long as it does not exceed 60 months. c. Renewal Term
If a Purchasing Entity wishes to renew a Maintenance Agreement for Devices that were acquired under prior Master Agreement (RFP -NP-18-001) or Master Agreement (3091), then section II.A (9.2)(h) shall apply. d. Blended Rates
i) Contractor must have the ability to blend the Service and Supply costs over a large Device fleet, and the Blended Rate must cover all units in the fleet.
ii) The Blended Rate must be divided between b&w and color. iii) Contractor shall provide the Purchasing Entity with the Blended Rate DocuSign Envelope ID: CE9EDE21-548B-4156-BDF8-8383A0FC97D0 RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 40

calculation prior to Order placement.
iv) Utilizing a Blended Rate shall be at the discretion of th e Participating State or Entity, and/or the Purchasing Entity.
e. Manual Meter Reads
i) Contractor must have an electronic method for collecting meter reads from a Purchasing Entity.
ii) Meter reads may be submitted via the Contractor’s online portal, or through email, or facsimile.
iii) A Participating State or Entity may also elect, at their discretion, to submit meter reads through the Device.
f. Customer Owned Devices
i) Purchasing Entities may elect to enter into a Maintenance Agreement for Devices they already own, or Devices they acquire through an up - front purchase.
ii) The Maintenance Agreement m ay be priced on a flat rate fee, which shall include parts, labor, Preventative Maintenance (if applicable) and Service calls. Supplies may or may not be included.
g. Lease or Rental Devices
i) Contractor shall be required to provide a Maintenance Agreement on all Devices that are leased or rented by a Purchasing Entity. ii) The Maintenance Agreement shall be priced based on a cost per click rate, or a monthly base charge.
h. Legacy Devices
i) Upon request from the Purchasing Entity, Contractor may provide a Maintenance Agreement on any Device that is owned or was leased or rented through Master Agreement (RFP -NP-18-001), Master Agreement (3091), or via any other means, providing the following conditions are met:
1) The Device has not reached the end of its Useful Life; 2) The maximum term of the Maintenance Agreement does not exceed the Useful Life of the Device, unless otherwise specified in a Participating Addendum; and
3) The Maintenance Agreement adheres to the same requirements as outlined in sections II.A (9.2)(f) and II.A (9.2)(g). ii) Devices that were previously serviced by another Dealer or Manufacturer must be inspected and repaired, if necessary. Upon mutual agreement, Contractor may charge Purchasing Entity for any parts and/or labor required to bring the Device up to ac ceptable maintenance levels.
iii) If the Device has been at the Purchasing Entity’s location for less than DocuSign Envelope ID: CE9EDE21-548B-4156-BDF8-8383A0FC97D0 RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 41

five (5) years, then Maintenance Agreement pricing shall not exceed the new Master Agreement pricing, until the Purchasing Entity reaches the five (5) yea r mark. Refer to section II.A (9.2)(h)(iv) below for additional information.
iv) If the Device has been at the Purchasing Entity’s location for more than five (5) years, then Maintenance Agreement pricing shall not exceed 120% of the Service and Supply pricing in the new Master Agreement.

B. Ancillary Product and Service Offerings

1. Sub-Group Categories. The following Products and Services are sub -groups of the Primary Product and Service Offering Groups.

1.1 Sub-Group G1 – Software Related Services. This is a sub-group of Group G – Software. This sub-group shall include, but not be limited to, the following Services:
a. Cloud-based scanning (software as a service, enterprise content management); and
b. Industrial Print solutions (back-file conversion, enterprise content management).

1.2 Sub-Group D1 – Specialty Printers. This is a sub -group of Group D – Single- Function Printers. Products offered under this sub-group are not restricted to OEM, and may include, but not be limited to, the following:
a. Barcode labels;
b. High Volume Inkjet;
c. 3D Printers;
d. Receipt printers;
e. Card printers; and
f. Cable printers.

2. Sub-Group Category Discounts. Products in Sub -Group D1 must be discounted at a minimum of 5% for OEM and a minimum of 2% for Non -OEM, unless such discounts would exceed the discount amount offered for OEM and Non-OEM within Group D.

3. Open Market Items

3.1 Contractor may offer Not Specifically Priced (NSP) items that compliment or enhance the Devices and/or Servi ces offered under the Master Agreement . NSP items will not include:
a. Interactive White boards;
b. Computers, monitors, or other related hardware items; c. Fax machines;
d. Kiosk machines;
e. Overhead Projectors; and
f. Cameras.

DocuSign Envelope ID: CE9EDE21-548B-4156-BDF8-8383A0FC97D0 RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 42

3.2 NSP items may only be acquired through the Contractor or their Authorized Dealer and must be reported quarterly with all other sales under the Master Agreement.

3.3 NSP items must be priced at a minimum discount of 15% from MSRP or List Price.

3.4 NSP items may be offered to a Purchasing Entity as a stand-alone option, and the maximum allowable amount of all NSP items in a single Order shall be determined by the Participating State or Entity.

3.5 It shall be at the discretion of the Participating State or Entity to allow Open Market Items in their Participating Addendum.

4. Emerging Technologies

4.1 Upon approval from the Lead State, Contractor may add new, related technology to the resulting Master Agreement.

4.2 Technology is not restricted to OEM, nor is it required to be Private Labeled.

4.3 Any new technology that a Contractor requests to add to their Price List must contain a full description of the Product, the MSRP and pricing information, and an explanation/justification as to how the Product conforms to the requirements of the RFP and Master Agreement.

4.4 Any new technology must be priced according to the lowest discount offered for any Product under the Master Agreement. No discount or a 0% discount does not qualify as a “lowest” discount.

III. Purchase, Lease and Rental Programs
A. Acquisition Methods. Contractor may offer the following:

Financial Vehicle Standard Terms Offered
Purchase N/A
Fair Market Value Lease
12,18, 24, 36, 48 and 60
months
Capital Lease
Straight Lease
Cancellable Rental
Short-Term Rental 12 months

1. All Devices on Contractor’s Price List may be purchased, leased or rented, either as a packaged-deal, or stand-alone item.

B. Device Trade-In

1. A Purchasing Entity shall have the option, at the Contractors sole discretion, and based upon Participating State or Entity regulations and laws, and Purchasing Entity policies, to do a Device Trade-In, when placing a purchase, lease or rental Order.

2. The value for the Device Trade -In shall be negotiated by the Purchasing Entity and the Contractor, and shall not include any disposal or shipping fees.

C. Lease and Rental Rates

1. Contractor may elect to include property tax in their lease and rental rates, or they may DocuSign Envelope ID: CE9EDE21-548B-4156-BDF8-8383A0FC97D0 RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 43

bill the Purchasing Entity separately for property tax.

2. Once a Purchasing Entity enters into a lease or rental agreement, the lease or rental rate must remain fixed throughout the Initial Lease or Rental Term, regardless of whether the Contractor had increased their lease or rental rates in the Master Agreement Price Lists.

If Contractor has decreased their lease or rental rates in their Price Lists, then they may extend that lower rate to the Purchasing Entity.

3. Device Payments for Renewal Terms must never exceed Master Agreement pricing.

4. If a Purchasing Entity enters into a Renewal Term, then the Device Payment will be subject to the lease and rental rates listed in the most recent Price Lists posted on the NASPO ValuePoint website.

5. Contractor may update lease and rental rates on a quarterly basis to allow for changes in the financial market. The rates must be indexed against the US Daily Treasury Yield Curve Rates, or a comparable index, and must be the rate in effect at the end of each calendar quarter.

6. Lease and rental rates must be proposed as a decimal multiplying factor in such a manner that the purchase price of the Device may be multiplied by the lease or rental rate to arrive at the resulting monthly Device Payment. Proposed rates must include the following information:

6.1 The Daily Treasury Yield Curve (or comparable index) Rate;

6.2 The date used for the Daily Treasury Yield Curve (or comparable index) Rate; a. The fixed margin for each lease and rental type being proposed, and how that margin is determined; and
b. The methodology for determining the 48 month base rate if a 4 -year rate is not published.

6.3 Contractor must offer Coterminous lease and rental rates to any Purchasing Entity wishing to add Products to an existing lease or rental agreement. The calculation for the Coterminous lease and rental rates must adh ere to the following methodology:

For example: A customer enters into a 36 month FMV Lease, and 12 months into that lease, they decide to add an Accessory to the Base Unit. The Contractor shall divide the 36 month cumulative Device Payment by 24 months t o arrive at the monthly Coterminous payment for that Accessory. That payment will then be added to the existing Device Payment. The new Total Monthly Payment must then be disclosed to the Purchasing Entity.

D. Leasing and Rental Overview

1. All lease and rental programs shall remain with the Contractor or Authorized Dealer through an in -house leasing program, or through the financial branch or subsidiary of Contractor. In addition, Contractor and their Authorized Dealer may use Third Party leasing companies, howe ver; all Third Party leasing company documents must be reviewed and approved by the Lead State and said documents must be incorporated into the Master Agreement before any Participating State, Participating Entity, or Purchasing DocuSign Envelope ID: CE9EDE21-548B-4156-BDF8-8383A0FC97D0 RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 44

Entity can use them. It wil l be at the discreti on of the Participating State, Participating Entity, or the Purchasing Entity as to whether billing shall be in the name of Contractor, Authorized Dealer or Third Party leasing company. All contractual obligations however, will still be the responsibility of the Contractor.

2. A Purchasing Entity may lease or rent Devices pursuant to the terms and conditions in this Master Agreement, and according to the requirements listed in their states’ Participating Addendum.

3. Lease and rental agreements shall not be subject to automatic renewals. This is non - negotiable in any Particpating Addendum or Order.

4. A lease or rental agreement issued prior to the termination of the Master Agreement and Participating Addendum, shall survive the terminat ion of the Master Agreement and the Participating Addendum, and all terms and conditions of the Master Agreement and Participating Addendum shall continue to apply.

5. With the exception of a $1 Buyout Lease arrangement, or unless exercising the purchase option on an FMV Lease, a Purchasing Entity shall return the Device at the end of the Initial Lease or Rental Term, or at the end of the Renewal Lease or Rental Term, or the Contractor may pick the Device up, without any further financial obligations to the Purchasing Entity.

6. Device pickups must be performed within thirty (30) calendar days of the end of the Initial or Renewal Term.

7. Device returns must be performed within thirty (30) calendar days after the Contractor or Authorized Dealer provides return shipping instructions to the Purchasing Entity.

8. If Purchasing Entity fails to make Device available for pickup after thirty (30) calendar days, then Contractor or Authorized Dealer may bill the Purchasing Entity , at the total monthly payment amount for suc h Device, for each month that the Device remains at Purchasing Entity’s location. Contractor or Authorized Dealer is not permitted to bill the Purchasing Entity for failure of Contractor or Authorized Dealer to pickup the Device when Purchasing Entity has made it available.

9. Contractor and/or Authorized Dealers shall be responsible for all Device pickup and return costs.

10. The maximum term on any Initial Lease or Rental Term shall be 60 months.

11. The length of a Renewal Term shall be at the discretion of the Participating State or Entity, but at no time shall the Renewal Term exceed the Useful Life of the Device.

12. All Renewal Terms shall be billed on a monthly basis.

13. If a Purchasing Entity elects to enter into a month to month Renewal Term, they may cancel at anytime, without penalty, by giving Contractor thirty (30) days advance, written notice.

14. If a Purchasing Entity elects to enter into a 12 -month Renewal Term, the Renewal Term will automatically terminate at the end of the 12 -month period, unless the Purchasi ng DocuSign Envelope ID: CE9EDE21-548B-4156-BDF8-8383A0FC97D0 RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 45

Entity has notified the Contractor that they wish to enter into a new Renewal Term. If a Purchasing Entity wants to cancel their 12 -month Renewal Term early, then early termination fees shall apply, and will be equivalent to the remaining stream of Equipment payments only (i.e. less maintenance).

E. Leasing and Rental Options

1. FMV Lease

1.1 A Purchasing Entity shall have the option to enter into an Initial Lease Term of 12, 18, 24, 36, 48, or 60 months for Group A, Group B, Group D, Sub-Group D1, and Group F, based upon the Contractor’s available options, and at the discretion of the Participating State or Entity.

1.2 Upon the expiration of the Initial Lease Term, a Purchasing Entity may do one of the following:
a. Exercise their purchase option;
b. Renew the lease on a month to month basis, or a 12 month basis, at the discretion of the Participating State or Entity; or
c. Return the Device to the Contractor, or have the Contractor pick the Device up.

2. Capital Lease ($1 Buyout Lease)

2.1 A Purchasing Entity shall have the option to enter into an Initial Lease Term of 12, 18, 24, 36, 48, or 60 months for Group A, Group B, Group D, Sub-Group D1, and Group F, based upon the Contractor’s available options, and at the discretion of the Participating State or Entity.

2.2 Upon the expiration of the Initial Lease Term, the Contractor shall provide title to the Device to the Purchasing Entity, or as otherwise determined in a Participating Addendum or an Order , and the Purchasing Entity shall not be subject to any additional expense in order to assume possession of the Device.

3. Straight Lease

3.1 A Purchasing Entity shall have the option to enter into an Initial Lease Term of 12, 18, 24, 36, 48, or 60 months for Group A, Group B, Group D, Sub-Group D1, and Group F, based upon the Contractor’ s available options, and at the discretion of the Participating State or Entity.

3.2 Upon the expiration of the Initial Lease Term, a Purchasing Entity may do one of the following:
a. Renew the lease on a month to month basis, or a 12 month basis, at the discretion of the Participating State or Entity; or
b. Return the Device to the Contractor, or have the Contractor pick the Device up.

4. Cancellable Rental

4.1 A Purchasing Entity shall have the option to enter into an Initial Lease Term of 12, DocuSign Envelope ID: CE9EDE21-548B-4156-BDF8-8383A0FC97D0 RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 46

18, 24, 36, 48, or 60 months for Group A, Group B, Group D, Sub-Group D1, and Group F, based upon the Contractor’s available options, and at the discretion of the Participating State or Entity.

4.2 A Purchasing Entity shall have the option to cancel the rental at anytime throughout the term of the agreement, by providing the Contractor with a thirty (30) day prior written notice.

4.3 Upon the expiration of the Initial Lease Term, a Purchasing Entity may do one of the following:
a. Renew the lease on a month to month basis, or a 12 month ba sis, at the discretion of the Participating State or Entity; or
b. Return the Device to the Contractor, or have the Contractor pick the Device up.

5. Short-Term Rental

5.1 A Purchasing Entity may have the option to enter into an Initial Rental Term of 12 months, based upon the Contractor’s available options, and at the discretion of the Participating State or Entity.

5.2 Upon the expiration of the Initial Rental Term, a Purchasing Entity shall return the Device to the Contractor, or have the Contractor pick the Device up.

5.3 Short-Term Rentals are not permitted to be renewed beyond the Initial Rental Term.

F. Leasing and Rental Terms and Conditions

1. Possession and Return of Lease and Rental Devices

1.1 The Purchasing Entity is responsible for risk of loss to the Devices while the Devices are in Purchasing Entity’s possession. Purchasing Entity shall be relieved of all risks of loss or damage to the Devices during periods of transportation and de-installation.

1.2 Contractor or Authorized Dealer must notify a Purchasing Entity, in writing, of their End of Term (EOT) options at least sixty (60) days prior to the end of any Initial Lease or Rental Term. Such notification may include, but not be limited to, the following:
a. Any acquisition or return options, based on the type of le ase or rental agreement;
b. Any renewal options, if applicable; and/or
c. Hard drive removal and surrender cost, if applicable.

1.3 If a Purchasing Entity desires to exercise a purchase, renewal, or return of the Device, it shall give Contractor at least thirty (3 0) days written notice prior to the expiration of such lease or rental term. Notwithstanding anything to the contrary, if Purchasing Entity fails to notify Contractor of its intent with respect to the exercise of a purchase, renewal, or return of the Device, the Initial Lease or Rental Term shall be terminated on the date as stated in the Order and removal of the Device will be mutually arranged, unless otherwise specified in an Order.

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1.4 If the Purchasing Entity does not exercise the purchase or renewal optio n, it will immediately make the Device available to Contractor in as good of condition as when Purchasing Entity received it, except for ordinary wear and tear.

2. Payment. The first scheduled payment (as specified in the applicable Order), will be due following the Acceptance of the Device(s), or such later date as Contractor may designate.

The remaining payments will be due on the same day of each subsequent month, unless otherwise specified in the applicable Order.

3. Buyout to Keep Option. A Purchasing Entity must notify the Contractor or Authorized Dealer, in writing, at least thirty (30) days in advance, if they wish to exercise the Buyout to Keep option on an FMV or Capital Lease. A Buyout to Keep option is not available on a Straight Lease.

4. Buyout to Return Option. A Purchasing Entity must notify the Contractor or Authorized Dealer, in writing, at least thirty (30) days in advance, if they wish to exercise the Buyout to Return option on an FMV or Straight Lease, and return the Device to the Contractor in good working condition (ordinary wear and tear excepted).

5. Device Upgrade or Downgrade . A Purchasing Entity may do a Device Upgrade or Downgrade on a lease or rental at anytime throughout the term of the lease or rental agreement. The Purchasi ng Entity and the Contractor shall negotiate the price of the Device Upgrade or Downgrade, but at no time shall the total cost of the Device Upgrade or Downgrade be less than the remaining stream of Device Payments.

6. Non-appropriation of Funds. The continuation of any lease or rental agreement will be subject to, and contingent upon, sufficient funds being made available by the Participating State Legislature and/or federal sources. The Purchasing Entity may terminate any such lease or rental agreement, and Contractor waives any and all claim(s) for damages, effective immediately upon receipt of written notice (or any date specified therein) if for any reason the Purchasing Entity’s funding sources are not available.

7. Assignment. Purchasing Entity has no right to sell, transfer, encumber, sublet or assign the Device or any lease or rental agreement without Contractor’s prior written consent (which consent shall not be unreasonably withheld).

7.1 Purchasing Entity agrees that Contractor may not sell or assign any portion of Contractor’s interests in the Device and/or these Lease or Rental Terms or any Order for leases or rentals, without notice to Purchasing Entity even if less than all the payments have been assigned. In that event, the assignee (the “Assignee”) will have such rights as Contractor assigns to them, but none of Contractor’s obligations (Contractor will keep those obligations) and the rights of the Assignee will not be subject to any claims, defenses or set offs that Purchasing Entity may have against Contractor.

7.2 No assignment to an Assignee will release Contractor from any obligations Contractor may have to Purchasing Entity.

8. Early Termination Charges

8.1 Except in the case of Non-appropriation of funds, FMV, $1 Buyout, Straight Leases and Short-term Rentals shall be subject to an early termination charge, and shall DocuSign Envelope ID: CE9EDE21-548B-4156-BDF8-8383A0FC97D0 RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 48

involve the return of the Device (in good working condition; ordinary wear and tear excepted) by the Purchasing Entity to the Contractor. With respect to the Device, the termination charge shall not exceed the balance of remaining Device Payments (including any current and past due amounts), and with respect to Service or maintenance obligations, the termination charge shall not exceed four (4) months of the Service and Supply base charge or twenty -five percent (25%) of the remaining Maintenance Agreement term, whichever is less.

8.2 Cancellable Rentals shall not exceed a termination charge of three ( 3) months of Total Monthly Payments, or as otherwise agreed to by the Participating State or Entity.

9. Default. Each of the following is a “default” under these lease and rental terms:

9.1 Purchasing Entity fails to pay any payment or any other amount within for ty-five (45) days (or as otherwise agreed to in a Participating Addendum) of its due date;

9.2 Any representation or warranty made by Purchasing Entity in these lease or rental terms is false or incorrect and Purchasing Entity does not perform any of its obligations under these lease or rental terms, and this failure continues for forty - five (45) days (or as otherwise agreed to in a Participating Addendum) after Contractor has notified Purchasing Entity;

9.3 Purchasing Entity or any guarantor makes an assignment fo r the benefit of creditors;

9.4 Any guarantor dies, stops doing business as a going concern, or transfers all or substantially all of such guarantor’s assets; or

9.5 Purchasing Entity stops doing business as a going concern or transfers all or substantially all of Purchasing Entity’s assets.

10. Remedies. If a Purchasing Entity defaults on a rental or lease agreement, then Contractor, in addition to, or in lieu of, the remedies set forth in the Master Agreement, and Participating Addendum, may do one or more of the following, at the discretion of the Participating State or Entity:

10.1 Cancel or terminate any or all Orders, and/or any or all other agreements that Contractor has entered into with Purchasing Entity;

10.2 Require Purchasing Entity to immediately pay to Contractor, a s compensation for loss of Contractor’s bargain and not as a penalty, a sum equal to:
a. All past due payments and all other amounts payable under the lease or rental agreement;
b. All unpaid payments for the remainder of the lease or rental term, discounted at a rate equal to three percent (3%) per year to the date of default; and c. Require Purchasing Entity to deliver the Device to Contractor per mutual arrangements.

IV. Contractor Responsibilities and Tasks
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A. Service Requirements

1. Technicians. All technicians must be factory trained by the OEM and certified to Service the Devices.

2. Standard Service Levels. Participating States and/or Entities may negotiate their own Service Level Agreement (SLA) with the Contractor. The SLA, must, at a minimum, adhere to the following requirements:

2.1 End-User Training
a. Purchasing Entity may request an initial one -hour training session for each Device ordered under the Contract. Contractor shall provide this initial training, free of charge, via one of the following delivery methods: On-site, web-based, or on-line. The delivery method selected for each Device will be at Contractor’s sole discretion. Purchasing Entity should be advised that while this initial one -hour of free training shall be provided by Contractor at Purchasing Entity’s request, Contractor will not provide substitutions (e.g. free supplies, deeper discounts, etc.) in lieu of this training. b. Purchasing Entity may also request an additional one -hour training session for technical support, which shall include network connectivity and print driver installation. This additional training shall be provided via a delivery method mutually agreed upon by Contractor and Purchasing Entity, and at a mutually agreed upon price.
c. If Purchasing Entity elects to exercise the training opti on, then Contractor shall provide the training within ten (10) Business Days of Purchasing Entity’s request.
d. Contractor may offer additional on -site, one-hour training sessions for a flat rate fee. Additional charges for travel and per diem, if applicable, must be disclosed to the Purchasing Entity, and mutually agreed upon, prior to Order placement.
e. Contractor must provide on-site or off-site operational training to designated Purchasing Entity personnel, until the personnel are able to operate the Device independently. Pricing for operational training shall be based on a flat rate fee. Additional charges for travel and per diem, if applicable, must be disclosed to the Purchasing Entity, and mutually agree upon, prior to Order placement.
f. Contractor shall pr ovide Device literature, user -manuals, and access to on - line resources, if available, at no charge to the Purchasing Entity. g. For Groups A, B, D, and Sub-Group D1, Contractor shall provide a no charge, toll-free end -user technical support number that Purchasing Entities can utilize for everyday minor troubleshooting (i.e. this does not include network connectivity or print driver installation). A Purchasing Entity must be able to obtain assistance during Normal Business Hours.
h. Contractor shall provide phone/technical support within two (2) hours of Purchasing Entity’s request for assistance, providing such request, and subsequent support, falls within normal business hours.

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2.2 Preventative Maintenance. Contractor must perform all Preventative Maintenance Services at the Manufacturer’s suggested intervals, or as specified in an Order. Preventative Maintenance shall not be a requirement on desktop Devices.

2.3 Device Performance
a. Device Downtime shall be computed from the time the Contractor is notified of Device failure until the time in which the Device is fully operational. b. Device Downtime due to lack of consumable Supplies is not acceptable. c. Contractor must provide daily communication to the Purchasing Entity regarding inoperable Devices, including updates regarding resolution timeframe, and any parts, Accessories, or Devices on back-order.

2.4 Loaner Device. If any Device in Group A or Group B is inoperable for two (2) Business Days, due to Device malfunction, as r easonably determined by Contractor, then Contractor shall provide the Purchasing Entity with:
a. A loaner Device of similar speed and capabilities until such time as the inoperable Device is now operable; or
b. At the discretion of the Participating State or Ent ity, provide the Purchasing Entity with off -site manned production capabilities, at the sole cost to the Contractor, to accomplish the work of the Device that is inoperable.

2.5 Repair Parts
a. Contractor shall guarantee the availability of repair parts for a minimum of five (5) years after the Purchasing Entity’s Acceptance of any Device. b. All Device components, spare parts, application software, and ancillary Devices that are supplied under any resulting Master Agreement, must conform to Manufacturer specifications.
c. Contractor shall be responsible for ensuring that any repair parts are operable and installed in accordance with Manufacturer specifications. d. Repair parts may be new, reconditioned, reprocessed or recovered.

2.6 Service Zones
a. Unless otherwise specified in a Participating Addendum, Contractor shall adhere to the following Service Call Response Times based on the distance that their Service Base Location is from the Purchasing Entity:

Service
Zone Definition Response Time
Urban Within 60 miles 4 - 6 Hours
Rural 60 – 120 miles 1 - 2 Business Days
Remote
120+ miles, or only
accessible by plane or
by boat
4 – 5 Business Days
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b. Repair or replacement of parts and/or Devices shall occur within four (4) Business Days of Contractor arriving at Purchasing Entity’s location, with the following exception:
i) If Contractor is drop -shipping a new Device to replace a defective Device, then Purchasing Entity must receive the new Device within three (3) Business Days.
c. Contractor(s) may charge different rates according to each Service Zone.

2.7 Service Logs
a. Contractor shall maintain a Service log which describes the maintenance and repair Services provided for each Device.
b. A no-cost copy of Service logs/reports must be provided to the Purchasing Entity or Participating State or Entity, within five (5) Business Days of the request.

2.8 Device Relocation
a. Device relocation Services include dismantling, packing, transporting, and re- installing Device.
b. Contractor may charge for this Service based on the following table:

Service
Zone
Distance from current
placement of Device Charge
1 Within the same building No Charge
Allowed*
2 Up to 50 miles from building in
which Device is currently placed
Flat Rate Fee, plus
Per Mile or Hourly
Fee
3 More than 50 miles from building
in which Device is currently
placed
Flat Rate Fee, plus
Per Mile or Hourly
Fee
*Contractor may charge Purchasing Entities a mutually agreed upon price for special rigging in the event a Purchasing Entity’s demographics require such rigging for Zone 1 relocations. The price shall be agreed upon in writing by Contractor and Purchasing Entity prior to any Device relocation in Zone

1. c. Contractor may not charge for any fees incurred due to fuel or tolls. d. Moves must be performed within thirty (30) calendar days of the Purchasing Entity request. Request may be verbal or written, but Contractor must confirm the request in writing and provide a date that the move will occur. Written confirmation must be sent to the Purchasing Entity within three (3) Business Days of reques t. In the event that there will be a delay in these Services, Contractor shall communicate with Purchasing Entity and agree on a mutually beneficial time-frame.
e. Contractor is required to offer Device relocation ser vices for all lease and rental Equipment.

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3. Meter Read Invoicing

3.1 In order for Contractor to generate accurate invoices, Purchasing Entities shall provide meter reads within the Contractor’s requested time-frame.

3.2 Invoices that are generated without receiving the proper meter read information from the Purchasing Entity will not be considered inaccurate.

3.3 The Purchasing Entity shall provide written notice of any such alleged invoicing issue and the Contractor will be allowed a thirty (30) day cure period to address any such issue. During the thirty (30) day cure period, the Purchasing Entity will not be assessed any late fees for failure to submit payment by the invoice due date.

3.4 Failure on the Contractor’s part to maintain accurate invoicing shall result in a $25.00 per instance credit on the following month’s invoice.

4. Reporting

4.1 Service Level Calculations
a. At the discretion of the Participating State or Entity, Contractor shall produce reports that can be measured against the required SLA components. b. The Participating State or Entity shall determine how the reports will be utilized and whether liquidated damages will be assessed for failure to meet the SLA requirements. Any liquidated damages or penalty structure shall be defined in the Participating State or Entity’s Participating Addendum.

4.2 Periodic Reporting. Contractor shall provide periodic reporting to all Purchasing Entities upon request. The reports shall be provided on a quarterly basis, or at the discretion of the Participating State or Entity.
a. The report shall include the following:
i) Number of Service Calls placed;
ii) Response Time per Device;
iii) Dates that Preventative Maintenance was performed, if applicable; and
iv) Estimated end of Useful Life per Device, based on current usage. b. The report may include, but not be limited to, the following:
i) Location of Devices;
ii) Click usage per Device; and
iii) EPEAT certification level of each Device.

B. Customer Service

1. Key Personnel. Contractor shall ensure that staff has been allocated appropriately to ensure compliance with the resulting Master Agreement and subsequent Part icipating State or Entity requirements and that the individuals occupying the Key Personnel positions have adequate experience and knowledge with successful implementation and management of a national cooperative contract. Contractor shall provide a single point of DocuSign Envelope ID: CE9EDE21-548B-4156-BDF8-8383A0FC97D0 RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 53

contact for the following:

1.1 Master Agreement Contract Administrato r – shall be the Lead State’s primary contact in regards to Contract negotiations, amendments, Product and Price List updates, and any other information or documentation relating to the Master Agreement;

1.2 NASPO ValuePoint Reporting Contact – shall be responsible for submitting quarterly reports and the quarterly Administrative Fee to the appropriate personnel;

1.3 Master Agreement Marketing Manager – shall be responsible for marketing the resulting Master Agreement, as well as creating Participating State websites, and ensuring that all uploaded data and content is current; and

1.4 National Service Manager – shall be responsible for overseeing the Regional Service Managers, Field Service Technicians, training, and inside Service operations. This position will work with the Lead State Contract Administrator to ensure contractual obligations are met, while pr oviding leadership for the Contractor’s operations, as well as strategic planning of the Service department.

2. Single Point of Contact . Contractor shall provide a single point of contact for each Participating State, who will handle any questions regarding t he Products provided, as well as pricing, delivery, billing, reporting, status of Orders, customer complaints and escalated issues.

3. Service and Support Hours. Contractor must provide full Service and support for Products during Normal Business Hours.

4. Customer Service Team. Contractor shall also have a designated customer service team who shall be available by phone (via local or toll free number), fax, or email during Normal Business Hours.

5. Additional Coverage. Contractor may offer additional coverage beyond Normal Business Hours for any Device that needs to be serviced. Such coverage shall be billed to the Purchasing Entity at an hourly rate.

6. Online Access. Customer service representatives shall have online access to account information and be able to respond to inquiries concerning the status of Orders (shipped or pending), delivery, back -orders, pricing, Product availability, Product information, and account and billing questions.

C. Authorized Dealers

1. Contractor can engage Authorized Dealers to provide Products and/or Services.

2. In the event a Contractor elects to use Authorized Dealers in the performance of the specifications, the Contractor shall serve as the primary Contractor, and shall be fully accountable for assuring that their Authorized Dealers comply with the terms and conditions of the resulting Master Agreement, and any Participating Addendum, and shall be liable in the event Authorized Dealers fail to comply with such terms and conditions.

3. Authorized Dealers shall be expected to stay current with Contractor Products, pricing, Master Agreement, and Participating Addendum requirements, and Contractor shall DocuSign Envelope ID: CE9EDE21-548B-4156-BDF8-8383A0FC97D0 RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 54

provide training to all of their Authorized Dealers at least once per calendar year, or as otherwise determined by the Lead State.

4. Authorized Dealers shall have the ab ility to accept Orders from a Purchasing Entity and invoice them directly, unless otherwise stated in a Participating Addendum.

5. Contractor shall send notice to the Lead State, utilizing Exhibit C, Authorized Dealer Form and Exhibit D, Authorized Dealers by State, within three (3) calendar days of engaging or removing a Dealer.

6. The Lead State reserves the right to deny the addition of any Authorized Dealer and will provide notification to the Contractor with justification as to why the decision was reached.

In addition, it will be at the discretion of each Participating State or Entity as to whether they will utilize the Authorized Dealers as approved by the Lead State. Under no circumstances is a Participating State or Entity permitted to use a Dealer that h as not been approved by the Lead State.

7. If an Authorized Dealer is performing unsatisfactorily, or is not in compliance with the Master Agreement, then it shall be at the discretion of the Lead State, upon recommendation from the Participating State, to:

7.1 Require the Dealer to attend remedial training with either the Contractor or the Lead State or;

7.2 Remove the Dealer from the Contract, or in the case of multiple branch locations in one state, or multiple states, remove them as a Dealer from the location in which they are not in compliance.

D. Device Demonstration Requirements

1. Contractor may offer trial or demonstration Devices for any Group A, B, D, F and Sub - Group D1.

2. Trial or demonstration Devices may be new or used; however, no used, Remanufactured, or Refurbished Devices shall be converted to a purchase, lease, or rental.

3. At the discretion of the Participating State or Entity, and upon request by a Purchasing Entity, showroom Devices for Groups A and B may be converted to a purchase, lease, or rental providing the following conditions are met:

3.1 The meter count on Group A and Group B Devices does not exceed 10,000 copies total (i.e. b&w and color combined);

3.2 The Device must be discounted by at least 5% off of the Master Agreement pricing for that same Device; and

3.3 The Purchasing Entity and the Contractor indicate on the Order that the Device is a showroom model.

4. Any trial or demonstration period shall be free to the Purchasing Entity and shall not exceed thirty (30) calendar days.

5. If Purchasing Entity does no t make the demonstration Device available for pickup after thirty (30) calendar days, then Contractor may bill the Purchasing Entity for use of Device DocuSign Envelope ID: CE9EDE21-548B-4156-BDF8-8383A0FC97D0 RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 55

for each day that it remains at Purchasing Entity’s location. Such rates shall not exceed current market standards.

E. Device Installation Requirements

1. Prior to Order Acceptance, Contractor must advise Purchasing Entity of any specialized installation and site requirements for the delivery and installation of Device. This information should include, but is not limited to, the following:

1.1 Air conditioning;

1.2 Electrical;

1.3 Special grounding;

1.4 Cabling;

1.5 Space;

1.6 Humidity and temperature limits; and

1.7 Other considerations critical to the installation.

2. The Purchasing Entity shall be responsible for furnishing and installing any special wiring or dedicated lines.

3. Network installation shall include configuration of the Device for the proper network protocols, and installation of the appropriate print drivers on up to five (5) computers per Device, or as otherwise specified in a Participating Addendum.

4. If applicable, all Devices must be set -up with Preventative Maintenance notifications turned on, and with the most environmentally responsible defaults enabled, including Energy Star saving settings.

5. Contractor may charge for excessive installation requirements, including rigging, access alterations, and access to non -ground floors via stairs. Any such excessive installation charges must be quoted to the Purchasing Entity prior to the signature of any Order, and shall be based on the actual expenditures of Contractor or Authorized Dealer.

6. Contractor or Authorized Dealers shall affix a label or a decal to the Device at the time of installation which shows the name, address, and telephone number of Contractor or Authorized Dealer responsible for warranty Service of the Device.

7. Contractor shall clean-up and remove all debris and rubbish resulting from their work as required by the Purchasing Entity. Upon completion of the work, the premises shall be left in good repair and in an orderly, neat, clean, and unobstructed condition.

F. Security Requirements

1. Network and Data Security

1.1 Devices may be configured to include a variety of data security features. The set - up of such features shall be at the discretion of the Purchasing Entity, and all costs associated with their implementation must be conveyed by Contractor prior to Order placement.

1.2 Contractor will not be permitted to download, transfer, or access print data stored DocuSign Envelope ID: CE9EDE21-548B-4156-BDF8-8383A0FC97D0 RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 56

on the Device in either hard drive or chip memory. Only system managem ent accessibility will be allowed.

1.3 Contractor shall ensure that delivery and performance of all Services shall adhere to the requirements and standards as outlined in each Participating State or Entity’s Participating Addendum.

2. Sensitive Information. Sensitive information that is contained in any Legacy Devices or applications shall be encrypted if practical. In addition, sensitive data will be encrypted in all newly developed applications. Since sensitive information is subjective, it shall be defined by each Participating State or Entity in their Participating Addendum.

3. Data Breach. Contractor shall have an incident response process that follows National Institute of Standards and Technology (NIST) standards as referenced in the NIST Computer Security Incident Handling Guide, which can be downloaded at https://www.nest.gov/publications/computer-security-incident-handling-guide, and it shall include, at a minimum , breach detection, breach notification, and breach response.

Further, Contractor shall notify the impacted Purchasing Entity within 72 hours of learning of such breach.

4. Authentication and Access

4.1 Any network connected Device must offer authentication for all features via LDAP and/or Windows AD, as well as the ability to disable authentication for any or all features.

4.2 Any network connected Device must have the ability to connect via Dynamic Host Configuration Protocol (DHCP) or Static IP address.

4.3 The creden tial information for any remote authentication method may not be maintained within the Device’s memory.

4.4 Access to the Device’s administrative functions must be password protected per the Participating State or Entity requirements, and the default settings must be changed at the time of Device installation.

5. Hard Drive Removal and Surrender

5.1 Contractor shall ensure that all hard drive data is cleansed and purged (if capable) from the Device at the end of its Useful Life, or when any hard drive is repossessed by Contractor; or

5.2 At the Participating State or Entity’s discretion, Contractor shall remove the hard drive from the applicable Device and provide the Purchasing Entity with custody of the hard drive before the Device is removed from the Purchasing Entity’s location, moved to another location, or any other disposition of the Device. The Purchasing Entity shall then be responsible for securely erasing or destroying the hard drive.

5.3 If Contractor takes possession of any Device at a Purchasing Entity’s location, then they shall also remove any ink, toner, and associated Supplies (drum, fuser, etc.) and dispose of them in accordance with applicable law, as well as environmental, and health considerations, or as otherwise specified in a Participating Addendum.

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5.4 Hard drive sanitation shall be at no expense to the Purchasing Entity, however; Contractor may charge the Purchasing Entity a fee if the Purchasing Entity elects to keep the hard drive in their possession. Contractor must disclose the price for removal and surrender of the hard drive, prior to Order placement.

5.5 If the hard drive is not removable, or the Device does not contain a hard drive, then Contractor must convey this to the Purchasing Entity at the time of Order placement. In the case of a non -removable hard drive, section IV.I (5.1) shall apply.

5.6 If Contractor is removing another Manufacturer’s Device, they are not permitted to remove the hard drive. Only the Manufacturer or their Authorized Dealer shall remove hard drives in their own Devices. Contractor shall work with the Manufacturer to ensure the requirements pursuant to this section are met.

G. Contractor Notices. Contractor shall notify the Lead State, Participating States, Participating Entities and all Purchasing Entities of any recall notices, warranty replacements, safety notices, or any applicable notice regarding the Products being sold. This notice must be received in writing (via postal mail or email) within thirty (30) calendar days of Contractor learning of such issues.

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EXHIBIT B – SAMPLE D&A CERTIFICATE

NASPO VALUEPOINT MASTER AGREEMENT NO.

AND THE STATE OF Insert Name of Participating State PARTICIPATING ADDENDUM NO.

WITH Insert Name of Contractor

To: Insert Name of Contractor or Authorized Dealer

Pursuant to the provisions of the Master Agreement and Participating Addendum, Purchasing Entity hereby certifies and warrants that (a) all Equipment described in the Order has been delivered and installed; (b) Purchasing Entity has inspected the Equipment, and all such testing as it deems necessary has been performed by Purchasing Entity and/or Contractor to the Satisfaction of Purchasing Entity; and (c) Purchasing Entity accepts the Equipment for all purposes of the Order.

Insert name of Purchasing Entity
By:

Title:

Date:

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EXHIBIT C – AUTHORIZED DEALER FORM

Manufacturer Name: _________________________________

(Check one)

The Dealer listed below is authorized to provide Products and Services in accordance with the NASPO ValuePoint Multi-Function Devices and Related Software, Services and Cloud Solutions Master Agreement.

The Dealer listed below will no longer provide Products and Services under the NASPO ValuePoint Multi- Function Devices and Related Software, Services and Cloud Solutions Master Agreement for the following reason (required):

State(s) Serviced by Dealer:

Dealer Name:

Address:

Phone (include Toll-Free, if
available):

Contact Person(s):

Email Address:

FEIN:

Signed: ________________________________________ Date: _____________ (Contractor Representative)

Signed: ________________________________________ Date: _____________ (Authorized Dealer Representative)

________________________________________
(Print First and Last Name of Authorized Dealer Representative)

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EXHIBIT D – AUTHORIZED DEALERS BY STATE

Exhibit D -
Authorized Dealers by State.xlsx

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ATTACHMENT 1 – SHARP LEASE AGREEMENT

In this Master Lease Agreement, as it may be amended from time to time (the “Master Lease ”), the words “You” and “Your” mean the Customer named above. “We,” “Us” and “Our” mean Lessor (as indicated and signed on page 3). “Schedule” means a document, in the form attached hereto as Exhibit A or such other form as We may accept in Our sole discretion, to be entered into between You and Us for each individual transaction entered into between You and Us pursuant to this Master Lease. “Sharp” means Sharp Electronics Corporation. Sharp or one of its authorized dealers (“Authorized Dealer”) is the supplier of the Equipment to You. This Master Lease, each Schedule and the other documents executed or delivered by Us in connection herewith and therewith represent the final and only agreement between You and Us regarding the subject matter herein and therein and shall supersede any other oral or written agreements between You and Us. This Master Lease can be changed only by a written agreement between You and Us. Other agreements not stated herein (including, without limitation, those contained in any purchase agreement or other agreement between You and Sharp or Authorized Dealer) are not binding on Us. You agree this Master Lease and each Schedule may be executed in counterparts and any facsimile, photographic or other electronic transmission and/or electronic signing of this Master Lease and each Schedule by You when manually countersigned by US or attached to Our original signature counterpar t and/or in Our possession shall constitute the sole original chattel paper as defined in the UCC for all purposes and will be admissible as legal evidence thereof. At Our option, We may require a manual signature. You hereby represent that this Master Lease is legally binding and enforceable against You in accordance with its terms.

1. LEASE OF EQUIPMENT - GENERAL. Each Schedule executed by You (and to be executed by You in the future) represents your agreement to lease from Us the personal property listed therein (together with all existing and future accessories, attachments, replacements, additions and embedded software, the “Equipment”), and/or to finance certain licensed software and services (“Financed Items”, which are included in the word “Equipment” unless separately stated), upon the terms stated in such Schedule and this Master Lease, the terms and conditions of which are incorporated by reference into the Schedule (collectively, a “Lease”). Each Schedule, including the terms and conditions incorporated therein by reference, shall be considered a separate and independent Lease. If the Equipment includes any software, You agree that (i) We don’t own the software, (ii) You are responsible for entering i nto any necessary software license agreements with the owners or licensors of such software, (iii) You shall comply with the terms of all such agreements, if any, and (iv) any default by You under any such agreements shall also constitute a default by You under this Master Lease and the related Schedule. The initial term of each Lease will begin on a date designated by Us after We accept it (the “Commencement Date”) and will continue for the number of months shown on such Schedule (“Initial Term”). You promise to pay to Us the periodic payments shown on each Schedule in accordance with the payment schedule set forth therein, plus all other amounts stated herein and therein. Each Schedule is binding on You as of the date You sign it. After You sign a Schedule, We may (i) insert the Schedule or contract number thereon and any other information missing in such Schedule, and ii) lease payment may be adjusted to include applicable sales tax and to comply with the tax laws of the state in which the Equipment i s located.

2. NON-CANCELABLE TERM. As used herein, “Present Term” means the term presently in effect at any time with respect to a Lease, whether it is the Initial Term or a Renewal Term (as defined below). With respect to each Lease, You shall notify Us in writing at least 30 days before the end of the Present Term (the “Notice Period”) that You intend to return the Equipment at the end of such Present Term or enter into a Renewal Term, per the terms and conditions outlined in the NASPO ValuePoint Master Agreement. Should you choose to renew the Lease, then) the payment amount and other terms of such Lease will continue to apply. If You do notify Us in writing within the Notice Period that You intend to return the Equipment at the end of the Present Term, then, promptly upon the expiration of such Present Term, You shall return the Equipment pursuant to Section 13 below. Each Lease is non- cancelable during the Initial Term and any Renewal Term.

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3. UNCONDITIONAL OBLIGATIONS. With respect to each Lease, You agree that: (a) We are a separate and independent company from Sharp or its Authorized Dealer, the manufacturer and any other vendor (collectively, “Vendors”), and the Vendors are NOT Our agents; (b) no statement, representation or warranty by any Vendor is binding on Us, and no Vendor has authority to waive or alter any term of this Master Lease or any Schedule; (c) You, not We, selected all Equipment and the Vendors based on Your own judgment; (d) Your duty to perform Your obligations under this Master Lease and each Schedule are unconditional and irrevocable and are not subject to any setoff, reduction, withholding, counterclaim, or defense for any reason whatsoever including any failure of any Equipment, the existence of any law restricting the use of any Equipment, or any other adverse condition; (e) if You are a party to any maintenance, service, supplies or other contract with any Vendor, We are NOT a party thereto, such contract is NOT part of this Master Lease or any Schedule (even though We may, as a convenience to You and a Vendor, bill and collect monies owed by You to such Vendor), We have no obligations to You under such contract, and no breach by any Vendor will excuse You from performing Your obligations to Us under this Master Lease or any Schedule; and (f) if the Equipment is unsatisfactory or if any Vendor fails to provide any service or fulfill any other obligation to You, You shall not make any claim against Us and shall continue to perform all of Your obligations to Us.

4. PAYMENTS. The payments due pursuant to each Schedule, plus applicable taxes and other charges provided for herein and in the Schedule, shall be due and payable by the due date set forth in Our invoice to You. In order to facilitate an orderly transition, including installation and training, and to provide a uniform billing cycle, the start date of this Agreement (the "Effective Date") will be a date after the certification of acceptance of the Equipment, as shown on the first invoice. The payment for this transition period will be based on the base minimum usage payment, prorated on a 30-day calendar month, and will be added to your first monthly Payment. The payments due under a Schedule may include additional copy charges at the “Overage Copy Charge” rate specified in the Schedule for copies in excess of the Monthly Copy Allowance provided in the Schedule. You agree to (a) provide Us or Sharp or its Authorized Dealer by telephone or facsimile with the actual meter readings whenever You are requested to do so, (b) allow Us or Sharp or its Authorized Dealer to attach an automatic meter reading device to the Equipment, which meter reading device You will not remove or alter without approval from Us or Sharp or its Authorized Dealer, and/or (c) give Us or Sharp or its Authorized Dealer access to the Equipment to obtain meter readings or audit the meter reading device. If We or Sharp or its Authorized Dealer request You to provide meter readings and You fail to do so within 7 days of the date of such request, then (i) the number of copies used by You may be estimated by Us or Sharp or its Authorized Dealer and We will invoice You accordingly, and (ii) We will adjust the estimated charge for excess copies upon receipt of actual meter readings. Restrictive endorsements on checks will not be binding on Us. All payments received will be applied to past due amounts and to the current amount due in such order as We determine. Any security deposit or estimated future Governmental Charge (as defined in Section 10 below) that You pay with respect to a Lease is non-interest bearing, may be commingled with Our funds, may be applied by Us at any time to past-due amounts, and the unused portion will be returned to You within 90 days after the end of this Lease. If We do not receive a pa yment in full on or before its due date, You shall pay interest on the part of the payment that is late in the amount of 1% per month (“Time -Value Interest”) from the due date to the date paid. If any check is dishonored, You shall pay Us a fee of $20.00. Promptly following Our request, from time to time, You shall furnish Us with current financial statements.

5. RESERVED

6. NO WARRANTIES. WE ARE LEASING ALL EQUIPMENT TO YOU “AS IS”. We have not made and we hereby disclaim any and all warranties, express or implied, arising by applicable law or otherwise, including without limitation, the implied warranties of merchantability and fitness for a particular purpose. We hereby transfer to You, without recourse to Us, all automatically transferable warranties, if any, made to Us by the Vendor(s) of the Equipment. You agree that each Lease is a “finance lease” under the Uniform Commercial Code (the “UCC”) unless otherwise expressly stated in the related Schedule or as provided by law. To the extent permitted b y law, You hereby waive any and all rights and remedies conferred upon You under UCC Sections 2A -303 and 2A-508 through 522. You may be entitled under Article 2A of the UCC to the promises and warranties (if any) provided to Us by some or all of the Vendor(s) in connection with or as part of the contracts (if any) by which We acquire Equipment from such Vendor(s).

You may contact such Vendor(s) for an accurate and complete statement of those promises and warranties (if any), including any disclaimers and limitations of them or of remedies. If it is determined that any Lease is a lease intended as security and/or the related Schedule grants to You a $1.00 purchase option, then You hereby grant to Us a security interest in the related Equipment and all proceeds thereof. You authorize Us to record UCC financing statements to protect Our interests in the Equipment.

7. DELIVERY, LOCATION, OWNERSHIP, USE, MAINTENANCE OF EQUIPMENT . Sharp or its Authorized Dealer will install (and, with Our prior consent, remove) the Equipment in accordance with Sharp’s or its Authorized Dealer’s service policies. You are responsible for all Equipment maintenance. You shall not remove any Equipment from the Equipment location specified in the related Schedule unless You first get Our permission. You shall give Us access to DocuSign Envelope ID: CE9EDE21-548B-4156-BDF8-8383A0FC97D0 RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 63

each Equipment location so that We may inspect the Equipment whether performed prior to or after the Commencement Date of the related Lease. Unless otherwise stated in the related Schedule or as provided by law , We will own and have title to all Equipment (excluding any software) during each Lease. You agree that all Equipment is and shall remain personal property. Without Our prior written consent, You will not permit it to become (i) attached to real property or (ii) subject to any liens or encumbrances. You represent that all Equipment will be used solely for commercial purposes and not for personal, family or household purposes. You shall use all Equipment in accordance with all laws, operation manuals, any service contracts and insurance requirements, and shall not make any permanent alterations to it. At Your cost, You shall keep all Equipment in good working order and warrantable condition, ordinary wear and tear excepted (“Good Condition”).

8. LOSS; DAMAGE; INSURANCE. With respect to each Lease, You shall, at all times during the Initial Term and any Renewal Term, (i) bear the risk of loss and damage to the Equipment, while it is in Your possession, and shall continue performing all Your obligations to Us even if it becomes damaged or suffers a loss, (ii) keep the Equipment insured against all risks of damage and loss (“Property Insurance”) in an amount equal to its original cost, with Us named as sole “loss payee,” and (iii) carry public liability insurance covering bodily injury and property damage (“Liability Insurance”) in an amount acceptable to Us, with Us named as “additional insured.” You have the choice of satisfying these insurance requirements by providing Us with satisfactory evidence of Prop erty and Liability Insurance (“Insurance Proof”), within 30 days of the Commencement Date of such Lease. Such Insurance Proof must provide for at least 30 days prior written notice to Us before it may be cancelled or terminated and must contain other term s satisfactory to Us. If you do not provide Us with Insurance Proof within 30 days of the Commencement Date of any Lease, or if such insurance terminates for any reason, then (a) You agree that We have the right, but not the obligation, to obtain such Property Insurance and/or Liability Insurance in such forms and amounts from an insurer of Our choosing in order to protect Our interests (“Other Insurance”), and (b) You agree that We may charge you a periodic charge for such Other Insurance. This periodic charge will include reimbursement for premiums advanced by Us to purchase Other Insurance, billing and tracking fees, charges for Our processing and related fees associated with the Other Insurance, and a finance charge of up to 18% per annum (or the maxim um rate allowed by law, if less) on any advances We make for premiums, (collectively, the “Insurance Charge”). We and/or one or more of our affiliates and/or agents may receive a portion of the Insurance Charge, which may include a profit.

We are not obligated to obtain, and may cancel, Other Insurance at any time without notice to You. Any Other Insurance need not name You as an insured or protect Your interests. The Insurance Charge may be higher than the amount You would pay if You obtained Property and Liability Insurance on Your own. You are responsible for the risk of loss or for any destruction of or damage to the Equipment while it is in Your possession. You agree to promptly notify us in writing of any loss or damage. If the Equipment is destroyed and we have not otherwise agreed in writing, you will pay to us the unpaid balance of this Agreement, including any future rent to the end of the term plus the anticipated purchase price of the Equipment (both discounted at 3%). Any proceeds of insur ance will be paid to us and credited, at our option, against any loss or damage. You authorize us to sign on your behalf and appoint us as your attorney -in-fact to endorse in your name any insurance drafts or checks issued due to loss or damage to the Equ ipment.

9. ASSIGNMENT. You shall not sell, transfer, assign or otherwise encumber (collectively, “Transfer”) this Master Lease or any Schedule, or Transfer or sublease any Equipment, in whole or in part. We may, with notice to You, Transfer Our interests in any Equipment and/or this Master Lease or any Schedule, in whole or in part, to a third party (“New Owner”), and if so, the New Owner will, to the extent of the Transfer, have all of Our rights and benefits but will not have to perform Our obligations (if any). You agree not to assert against the New Owner any claim or defense You may have against Us or any predecessor in interest.

10. TAXES AND OTHER FEES. You are responsible for all applicable taxes (including, without limitation, sales tax (if applicable) and personal property taxes, and excluding only taxes based on Our income), levies, assessments, license and registration fees and other governmental charges relating to this Master Lease, each Schedule and/or the related Equipment (collectively “Governmental Charges”). You agree to promptly pay Us, on demand, estimated future Governmental Charges. You authorize Us to pay any Governmental Charges as they become due, and You agree to reimburse Us promptly upon demand for the full amount (less any estimated amounts previously paid by You). You agree to pay Us a fee for preparing and filing personal property tax returns, and You agree not to file any personal property tax returns. You also agree to pay Us upon demand (i) for all costs of filing, amending and releasing UCC financing statements, and (ii) a processing fee of $75.00 (or as otherwise agreed) per Lease to cover Our investigation and other administrative costs in originating such transaction. You also agree to pay Us a fee, in accordance with Ou r current fee schedule, which may change from time to time, for additional services We may provide to You at Your request. You agree that the fees set forth in this Master Agreement may include a profit.

11. SAVINGS CLAUSE. If any amount charged or collected under this Master Lease or any Schedule is greater than the amount allowed by law, including, without limitation, any amount that exceeds applicable usury limits (an “Excess DocuSign Envelope ID: CE9EDE21-548B-4156-BDF8-8383A0FC97D0 RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 64

Amount”), then (i) any Excess Amount charged but not yet paid will be waived by Us and (ii) any Excess Amount collected will be refunded to You or applied to any other amount then due hereunder.

12. DEFAULT. With respect to each Lease, You will be in default if You (1) fail to pay any amount due within 45 days of the due date, (2) breach or attempt to breach any other term, representation or covenant set forth herein, the related Schedule, (3) die (if You are an individual), go out of business or commence dissolution proceedings, (4) become insolvent, admit Your inability to pay Your debts, make an assignment for the benefit of Your creditors (or enter into a similar arrangement), file (or there is filed against You) a bankruptcy, reorganization or similar proceeding or a proceeding for the appointment of a receiver, trustee or liquidator, or (5) suffer an adverse change in Your financial condition and, as a result thereof or for any other reason, We deem Ourselves insecure. If You default, We may do any or all of the following with respect to any one or more Schedules: (A) cancel the related Lease, (B) require You to return the Equipment pursuant to Section 13 below, (C) take possession of and/or render the Equipment (including any software) unusable, including the use of any Financed Items, and for such purposes You hereby authorize Us and Our designees to enter Your premises, with or without prior notice or other process of law, (D) require You to pay to Us, on demand, an amount equal to the sum of (i) all payments and other amounts then due and past due, (ii) all remaining payments for the remainder of the then Present Term thereof discounted at a rate of 6% per annum, (iii) Time- Value Interest on the amounts specified in clauses “i”, “ii” and “iii” above from the date of demand to the date paid , and (iv) all other amounts that may thereafter become due hereunder to the extent that We will be obligated to collect and pay such amounts to a third party (such amounts specified in sub-clauses “i” through “iv” referred to below as the “Balance Due”), and/or (E) exercise any other remedy available to Us under law. In addition, we will have the right, immediately and without notice or other action, to set-off against any of your liabilities to us any money, including depository account balances, owed by us to you, whether or not due. You also agree to reimburse Us on demand for all reasonable expenses of enforcement (including, without limitation, reasonable attorneys’ fees and other legal costs) and reasonable expenses of repossessing, holding, preparing for disposition, and disposition (“Remarketing”) of Equipment, plus Time-Value Interest on the foregoing amounts from the date of demand to the date paid. In the event We are successful in Remarketing the Equipment, We shall give You a credit against th e Balance Due in an amount equal to the present value of the proceeds received and to be received from Remarketing minus the above -mentioned costs (the “Net Proceeds”). If the Net Proceeds are less than the Balance Due, You shall be liable for such deficiency. Any delay or failure to enforce Our rights under a Lease shall not constitute a waiver thereof. If We are holding any money belonging to You at any time during a Lease, You agree We may retain and utilize such money to cure any default by You under any Lease. BOTH PARTIES SHALL NOT BE LIABLE FOR ANY SPECIAL, RESULTING, OR CONSEQUENTIAL DAMAGES.

13. RETURN OF EQUIPMENT. If You are required to return any Equipment pursuant to the terms hereof, You shall, promptly upon demand, send the Equipment to a location(s) designated by Us. The Equipment must be received in Good Condition (as defined in Section 7). If the Equipment is not received within 30 days of the date of demand, You agree to continue paying the scheduled payments and all other amounts due pursuant to the related Schedule until it is received by Us.

14. APPLICABLE LAW; VENUE; JURISDICTION. Each Lease shall be deemed to be performed in the Purchasing Entity State. This Lease shall be governed by the laws of the Purchasing Entity State . All legal actions relating to this Lease shall be filed and adjudicated exclusively in a state or federal court located in the Purchasing Entity State. You hereby agree not to object to such venue, and You consent to personal jurisdiction in such courts.

You and We hereby waive Your and Our respective rights to a trial by jury in any legal action. Each provision hereof shall be interpreted to the maximum extent possible to be enforceable under applicable law. If any provision is construed to be unenforceable, such provision shall be ineffective only to the extent of such unenforceability without invalidating the remainder hereof.

15. NON-APPROPRIATION OF FUNDS. You hereby represent, warrant and covenant unto Us that: (a) You intend, subject only to the provisions of this Section 15, to remit to Us all sums due and to become due under each Lease for the full Present Term; (b) Your governing body has appropriated sufficient funds to pay all payments and other amounts due under each Lease during the first fiscal period applicable thereto; (c) You reasonably believe that legally available funds in an amount sufficient to make all payments for the full Present Term of each Lease can be obtained; and (d) You intend to do all things lawfully within Your power to obtain and maintain funds from which payments may be made, including making provision for such payments to the extent necessary in each budget or appropriatio n request submitted and adopted in accordance with applicable law. Notwithstanding the foregoing, the decision whether or not to budget and appropriate funds is within the discretion of Your governing body. In the event Your governing body fails to appropriate sufficient funds to pay all payments and other amounts due and to become due in Your next fiscal period, You may, subject to the terms hereof, terminate the applicable Lease as of the last day of the fiscal period for which the appropriations were received (an “Event of Non-appropriation”). You agree to deliver notice of an Event of Non- appropriation at least 30 days prior to the end of Your then-current fiscal period, or if an Event of Non-appropriation has DocuSign Envelope ID: CE9EDE21-548B-4156-BDF8-8383A0FC97D0 RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 65

not occurred by that date, promptly upon the occurrence of any such Event of Non-appropriation and to return the Equipment pursuant to Section 13 above on or before the effective date of termination. You and We understand and intend that Your obligation to pay lease payments and other amounts due under each Lease shall constitute a current expense and shall not in any way be construed to be a debt in contravention of any applicable constitutional or statutory limitations or requirements concerning Your creation of indebtedness, nor shall anything contained herein constitute a pledge of Your general tax revenues, funds or monies.

16. ADDITIONAL REPRESENTATIONS, WARRANTIES AND COVENANTS. In addition to the other representations, warranties and covenants made by You as set forth in this Master Lease, Y ou hereby represent, warrant and covenant unto Us that: (a) You have the power and authority under applicable law to enter into this Master Lease and each Lease Schedule and the transactions contemplated hereby and thereby and to perform all of Your oblig ations hereunder and thereunder, (b) You have duly authorized the execution and delivery of this Master Lease and each Lease Schedule by appropriate official action of Your governing body and You have obtained such other authorizations, consents and/or approvals as are necessary to consummate this Master Lease and each Lease Schedule, (c) all legal and other requirements have been met, and procedures have occurred, to render this Master Lease and each Lease Schedule enforceable against You in accordance with their respective terms, and You have complied with such public bidding requirements as may be applicable to this Master Lease and each Lease Schedule and the transactions contemplated hereby and thereby, and (d) You or any other person who you control, o wn a controlling interest in, or who owns a controlling interest in or otherwise controls You in any manner are and will remain off of any sanction - related list of designated persons maintained by the U.S. Department of Treasury’s Office of Foreign Assets Control of successor or the U.S. Department of State. You hereby acknowledge that each of the representations, warranties and covenants made by You in Section 15 and 16 and elsewhere in this Master Lease are being materially relied upon by Us in purchasing the Equipment and entering into each Lease Schedule.

17. IMPORTANT INFORMATION ABOUT PROCEDURES FOR OPENING AN ACCOUNT: To help the United States fight the funding of terrorism and money laundering activities, Federal law requires all financial instituti ons to obtain, verify, and record information that identifies each person who opens an account. What this means for you: When you open an account, we will ask for your legal name, address, Tax ID#, and other information that will allow us to identify you . We may also ask for copies of certified articles of organization, an unexpired government issued business license, a partnership agreement or other documents that indicate the existence and standing of the entity.

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ATTACHMENT 2 – SHARP MAINTENANCE AGREEMENT

STATE STATE ZIP CODE
q MFP/PRINTERS ALL INCLUSIVE MAINTENANCE: (WITH SUPPLIES) Color and B & W Devices. Includes Labor, Parts and Supplies. (Does not include Paper or Staples) q MFP/PRINTER MAINTENANCE (NO SUPPLIES INCLUDED): Color and B & W Devices. Includes Labor, Parts & Drums only q PRINTER MAINTENANCE PLAN (NO SUPPLIES INCLUDED): Includes Labor and Parts only q OTHER:

MODEL
NUMBER
SERIAL

NUMBER CATEGORY

BILLING

FREQUENCY
(Monthly or
Quarterly)
EXCESS
CHARGE

BILLING

FREQUENCY
(Monthly or
Quarterly)

STARTING
METER
BW
COLOR

AUTHORIZATION
Sharp Authorization DATE

AUTHORIZED CUSTOMER PRINTED NAME

AUTHORIZED CUSTOMER SIGNATURE DATE
START DATE:

CUSTOMER BILL TO INFORMATION CUSTOMER LOCATION

CUSTOMER NAME CUSTOMER NAME

ADDRESS ADDRESS

CITY ZIP CODE CITY

BILLING CONTACT SERVICE CONTACT PHONE

PHONE EMAIL ADDRESS

EMAIL ADDRESS METER CONTACT PHONE

EMAIL ADDRESS
NASPO CONTRACT NUMBER MICAS CONTACT (If Applicable) PHONE

PURCHASE ORDER NUMBER EMAIL ADDRESS

DETAIL OF CHARGES
BW
COLOR

CATEGORYBASE CHARGE INCLUDED IMAGES

COMMENTS / SPECIAL INSTRUCTIONS

MAINTENANCE PLAN
/ /
I have read and understand our obligations under the terms and conditions and on the attached Customer Care Maintenance Agreement Terms and Conditions pages 2-3. All oral and other discussions are superseded by this Agreement. I understand all meter counts are based on 8.5 X 11 (minimum) single sided images
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1. MAINTENANCE AGREEMENT
During the term hereof Sharp will arrange for a
designated Sharp Authorized Service Provider to
repair or replace, in accordance with the terms and
conditions of this Agreement, any part of the
Equipment that causes the Equipment to not
perform in accordance with published operating
specifications under operating conditions of normal
wear and tear.

Equipment eligible for coverage under this
Agreement, and added under separate schedules
from time to time, must be currently under warranty
or to be renewed under a current Maintenance
Agreement with the Auth orized Service Provider.

Equipment that is not under warranty or a renewal
of an existing Maintenance Agreement will be
subject to inspection and repair to manufacturer
operating specifications prior to acceptance under
this Agreement. Equipment over five (5) years old
may be subject to decline for acceptance under this
Agreement or for coverage at additional charge, per
the terms and conditions in the NASPO ValuePoint
Master Agreement (“Master Agreement”).

Replacement parts will be furnished on an
exchange basis and will be new, reconditioned or
used; all parts removed due to replacement will
become the property of the Authorized Service
Provider. Maintenance services provided by the
Authorized Service Provider under this Agreement
do not include the follow ing:
a) repairs resulting from accident or misuse by
the Customer (including without limitation
improper voltage or the use of supplies that
do not conform to the manufacturer's
specifications).
b) repairs made necessary by service
performed by person(s) other than the
Dealer.
c) additional service calls or work that the
Customer requests to be performed outside
regular business hours.
d) removal, rebuilding or remanufacturing of
the equipment.
e) provision or replacement of consumable
supplies such as paper, toner, deve loper or
staples (unless included on the front side of
this Agreement).

2. GENERAL SCOPE OF COVERAGE This Agreement
covers both the labor and the material for adjustments, repair and replacements of parts (“Maintenance”) as
required by normal use of the equipment identified on
the front page of this Agreement (“Equipment”).

Authorized Service Provider may charge for excessive
installation requirements, including rigging, access
alterations, and access to non-ground floors via stairs.

Any such excessive i nstallation charges must be
quoted to the Purchasing Entity prior to the signature
of any Order and shall be based on the actual
expenditures of Authorized Service Provider. Service
necessary to repair damage to the Equipment caused
by misuse, abuse, negli gence, attachment of
unauthorized components, accessories or parts, use of
substandard paper or substandard supplies, other
causes beyond the control of Authorized Service
Provider or such causes which would void the
Equipment’s warranty are not covered by this
Agreement. Any such repairs identified in the
proceeding sentence shall be separately billed to
customer and may lead to the termination of this
Agreement. In addition, Authorized Service Provider
may terminate this Agreement if the equipment is
modified, damaged, altered or serviced by personnel
other than the Authorized Service Provider Personnel,
or if parts, accessories, or components not meeting
machine specifications are added to the Equipment.

Maintenance shall not cover charges for repairs
needed as a result of Customer or third-party
modifications to software or hardware . Authorized
Service Provider reserves the right to assess
additional charges to resolve complex integration
issues.

3. MAINTENANCE VISITS Maintenance services as
described in Paragraph 1 hereof will be provided at
the Customer's place of business where the
Equipment is located, indicated on the Schedule
attached, Monday through Friday except holidays
during the hours 9:00 AM to 5:00 PM. Preventative
maintenance for the Equipment will be provided as
determined by the Authorized Service Provider.

Remedial maintenance will be provided after
notification by the Customer that the Equipment is
inoperative. The response time for urban service
calls is an average of four (4) to six (6) hours. Calls for outlying areas (60 to 120 miles from Authorized
Service Provider) will be responded to within one to
two business days. Maintenance visits requested for
holidays, weekends or after standard business hours
may result in additional charges for travel and labor
pursuant to Authorized Service Provider’s standard
overtime rates in effect at the time of the
Maintenance visit. Authorized Service Provider will
not connect, disconnect, repair or otherwise service
non-Sharp approved attachments, components or
accessories. Customer is responsible for
disconnecting and reconnecting non-Sharp approved
attachments, components or accessories.

Maintenance performed during a Maintenance visit
includes lubrication and cleaning of the Equipment
and the adjustment, repair or replacement of parts
described below. Authorized Service Provider
reserves the right to exchange unit in certain
situations rather than service on site.

4. REPAIR AND REPLACEMENT OF PARTS All parts
necessary to the operation of the Equipment requiring
replacement due to normal wear and tear, subject to
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the general scope of coverage, will be furnished free
of charge during a service call.

5. MAJOR REPAIRS, REPLACEMENT, AND
UPGRADES Repairs and/or services that fall outside
the scope of this Agreement may be billed at the rates
outlined in the Master Agreement, with prior
authorization. This includes but is not limited to
abuse/misuse, alteration or modification, 3rd party
interference, use of non - standard supplies, usage
beyond recommended operating parameters, theft,
neglect, fire, water, casualty or other nat ural force.

Failure to authorize repair and/or services may result in suspension or termination of this Agreement.

Addition or Removal of Equipment: Customer is
required to immediately notify Authorized Service
Provider upon installation of any additional equipment
at Customer’s site capable of using Authorized
Service Provider supplied toner cartridges. Upon
installation, such equipment shall automatically be
covered by this Agreement and shall be considered
the Equipment for all purposes under this contra ct,
unless Authorized Service Provider determines the
new equipment is out of contract scope. Customer is
required to notify Authorized Service Provider of any
equipment changes or disposition (i.e. physically
moved or removed for retirement purposes, etc.). For
both additions and deletions to the Equipment,
Customer must submit a configuration report
generated from the printer to Authorized Service
Provider.

6. USE OF SUPPLIES Customer is obligated to use
Authorized Sharp approved supplies under this
Agreement. If, however, the Customer uses other
than Sharp approved supplies (other than paper) and
such supplies result, in Authorized Service Provider’s
reasonable judgment, additional Maintenance, then
Authorized Service Provider may, at its option,
terminate this Agreement. If Authorized Service
Provider terminates this Agreement, Authorized
Service Provider may make service available on a
“Per Call” basis based upon Authorized Service
Provider’s standard rates in effect at the time of
service.

7. SUPPLIES Consumable Supplies: If a supplies
inclusive option is selected, Authorized Service
Provider will provide toner for covered Equipment on
an as needed basis. Consumable supplies do not
include staples or paper. The consumable supplies
provided are intended t o be used exclusively in the
covered Equipment. Customer bears the risk of loss
of unused supplies in the event of theft, employee
misconduct, fire or other mishap, while the supplies
are in the customer’s possession.

8. PLACEMENT AND ELECTRICAL REQUIREMENTS
Customer shall be responsible to ensure that
Equipment is placed in a location that meets
manufacturer’s requirements including space, power,
network, temperature and humidity. In order to ensure
optimum performance of the Equipment, Customer
must comply with all Sharp required electrical
specifications, including but not limited to use of
designated circuit and outlets and required voltage
requirements. These power standards are required
by UL and/or local safety regulations.

9. INSTALLATION Physical instal lation, removal of
packing material and initial setup of Equipment will be performed by Authorized Service Provider using
default configuration settings at the location specified by Customer. Application of custom settings can be
requested prior to install ation. Authorized Service
Provider reserves the right to assess additional
charges depending upon the extent of custom setup
requirements.

10. METER READINGS Customer is obligated to
provide meter reading(s) in a timely manner upon
request. If the Customer fails or refuses to provide the meter reading in a timely manner, Authorized Service
Provider may estimate the meter based upon
historical meter readings. The estimated meter will
then be applied in the same manner as if the meter had
been supplied by the Customer and the Customer
agrees to pay any overage charges that may result
from the estimated meter reading. Once the actual
meter read is then provided by Customer, Authorized
Service Provider shall credit the customer for any
estimated meter reads that exceeded the actual meter
count.

11. TERM This Agreement shall become effective upon
Authorized Service Provider’s receipt from Customer
of the initial maintenance charge, as set forth on the
first page of this Agreement, or for such Customers
that are to be billed in arrears, upon the date indicated in the “Start Date” portion of the first page of this
Agreement. The term of this Agreement shall be as
specified on the face page of this Agreement. For
leased Equipment, the term of the Maintenance
Agreement therefor shall be equal to the term of the
lease. For purchased Equipment, the term of the
Maintenance Agreement shall be as specified on the
related Order. Maintenance Agreements shall not be
subject to automatic renewal; if you desire to renew a
Maintenance Agreement, the pricing during the
renewal term shall be as determined pursuant to the
Master Agreement.

In the event that Customer reaches or exceeds the
allowance, as specified on the first page of this
Agreement, prior to the expiration of the initial term, or any renewal term under this Agreement, Customer
hereby agrees to pay Authorized Service Provider the
excess meter rate, as outlined in the Master
Agreement at the time this Maintenance Agreement
was executed.

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12. EVENT OF DEFAULT AND TERMINATION The
Customer’s failure to pay any amount due under this
Agreement, or breach of any other obligation herein
shall constitute an Event of Default. Upon an Event of
Default, Authorized Service Provider may , in its
discretion take any one or more of the following
actions: (i) cease performing all Maintenance or any
other services under this Agreement; (ii) furnish
Maintenance or service upon a prepaid, “Per Call”
basis; and/or (iii) terminate this Agreement. Customer
shall be obligated to pay any amounts due and owing
to Authorized Service Provider within (10) ten days of
the expiration or termination of this Agreement.

Customer, upon payment of all such amounts due,
shall thereafter have no further liability or obligation to Authorized Service Provider whatsoever for any
further fees or expenses arising hereunder. In the
event Authorized Service Provider terminates this
Agreement because of the breach of Customer,
Authorized Service Provider shall be entitled to
payment for work in progress plus reimbursement for
out-of-pocket expenses.

13. ENTIRE AGREEMENT The foregoing terms and
conditions and those contained in the Master
Agreement, as well as the Master Agreement price
lists described herein constitute the entire agreement
between Authorized Service Provider and Customer
with respect to its subject, in addition to additional
terms and conditions in Customer's purchase orders
or other documents of Customer. All other prior
agreements, proposals, and understandings with
respect to the subject matter of this Agreement are
merged herein, and there are no promises, terms,
conditions or obligations with respect thereto other
than those contained herein. This Agreement may be
amended only by written instrument executed by both
parties.

14. ASSIGNMENT This Agreement is not assignable.

Any attempt to assign or transfer rights, duties or
obligations hereof is void.

15. COUNTERPARTS AND ELECTRONIC
SIGNATURES This Agreement may be executed in
several counterparts, each of which shall be deemed
to be an original and all of which together shall
constitute one Agreement binding on all parties
hereto, notwithstanding, that all the parties have not
signed the same counterpart. A faxed or electronic
signature of this Agreement bearing authorized
signatures may be treated as an original.

16. GOVERNING LAW This agreement shall be
governed by, and construed according to, the
domestic laws of the state in which the equipment is
located.

17. LIMITATION OF LIABILITY To the extent permitted
by Law, in no event shall Authorized Service Provider
be liable to Customer for any special, incidental,
consequential, or indirect damages, loss of business
profits, business interruption, loss of business
information arising out of the inability to use the
Equipment. The Customer acknowledges that the
Maintenance provided by Authorized Service Provider
is for the mechanical maintenance of the Equipment
only, and that this Agreement does not cover any
software, networking or any other connectivity or
functionality maintenance, services, or support.

18. FORCE MAJEURE Authorized Service Provider
shall not be liable to Customer for any failure or delay caused by events beyond Authorized Service
Provider‘s control, including, without limitation,
Customer’s failure to furnish necessary information;
sabotage; failure or delays in transportation or
communication; boycotts; embargoes; failures or
substitutions of equipment; labor disputes; accidents;
shortages of labor, fuel, raw materials , machinery, or equipment; technical failures; fire; storm; flood;
earthquake; explosion; acts of the public enemy; war;
insurrection; riot; public disorder; epidemic;
quarantine restrictions; acts of God; acts of any
government or any quasi -governmental authority,
instrumentality or agency.

19. INSURANCE If the Customer is leasing the
equipment, the Customer shall obtain and maintain,
at its own expense, insurance relating to claims for
injury and/or property damage (including
commercial general liability insurance) based on its
use of the equipment, goods and machinery.

Customer’s insurance shall provide coverage on a
primary and noncontributory basis.

20. MISCELLANEOUS Customer is advised to contact
Authorized Service Provider prior to updating or
changing any application software or operating
system. Additional loading of other drivers, utilities, security updates, anti -virus, or other programs to
existing workstations/servers that causes Authorized
Service Provider supported products to malfunction is
not covered under this Agreement and will be billed at
the current hourly rate. It is t he responsibility of the client to perform all necessary backups on the PC or
Network prior to any installation or update.

Authorized Service Provider bears no responsibility
for any damages, data or productivity loss from said
PC or Network Devices. Derivative Works:

Customer shall not (i) modify, copy or create
derivative works based on any Authorized Service
Provider Software: (ii) frame or mirror any content
forming part of the Software or Services, other than
on Customer’s own intranets or otherwise for its own
internal business purposes; (iii) reverse engineer the
Authorized Service Provider Software. Solution
integration with print output devices covered under
this or another agreement may be affected by existing
Customer software, configuration changes or other
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network environment issues. Authorized Service
Provider reserves the right to assess additional
charges to resolve complex integration issues,
including situations where the solution was initially
provided by Authorized Service Provider.

21. LEGACY EQUIPMENT For Legacy Equipment which
is not previously under a continuous maintenance
agreement, Authorized Service Provider may need to
confirm the Equipment is in good working condition
before establishing a Maintenance Agreement.

Equipment inspec tion may be required to bring the
Equipment to proper operating standards. The labor
and parts associated will be billed based upon a
quote which will be provided to the Customer for
approval before work begins. Maintenance rates for
equipment installed less than 5 years will not exceed
the Master Agreement pricing. For devices installed
more than 5 years, pricing will not exceed 120% of
the Master Agreement pricing.

DocuSign Envelope ID: CE9EDE21-548B-4156-BDF8-8383A0FC97D0 RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 71

ATTACHMENT 3 – SHARP SAMPLE MPS STATEMENT OF WORK

Statement of Work, at a minimum, must include the following elements:

1. Introduction:

Describe your current environment. What is your inventory, including owned, rented, or leased Devices

2. Scope:

Include Project scope (i.e. single-function, multi-function printers etc.) and software

3. Out of Scope:

This Project does not cover the following functions or deliverables:

4. Objective:

The main objective of this project is:

System and procedures will be set up to allow:

5. Location:

Enter all physical locations of where work will be performed Agency/Customer: Contractor:

Contact Name: Contact Name:

Address: Address:

Email: Email:

Phone: Phone:

Fax: Fax:

Contractor
website:

Print Assessment
Date: Period of
Performance:

Statement of Work must incorporate the following documents:
1) NASPO ValuePoint Master Agreement # _____________ [Imbed document here]
2) Participating Addendum # ________ [Imbed document
here]
3) Contractor’s Print Assessment [Imbed document
here]
DocuSign Envelope ID: CE9EDE21-548B-4156-BDF8-8383A0FC97D0 RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 72

6. Discovery/Assessment:

Contractor will be required to discover/assess Purchasing Entity print environment as described below:

Deliverables:

Describe the deliverables for Discovery/Assessment
Checkpoints:

Describe the checkpoints for Discovery/Assessment

7. Data Security
Include description of data security requirements

8. Data Breach
Describe any data breach requirements

9. Equipment Guarantees
Describe downtime, on-site service, response time etc. (Note: this section must, at a minimum, adhere to the same requirements as outlined in the Master Agreement and/or Participating Addendum)

10. End of Life/Equipment replacement
Insert description of end of life/equipment replacement process

11. Implementation:

Deliverables:

Describe the deliverables for Implementation
Checkpoints:

Describe the checkpoints for Implementation
User Acceptance Testing:

Describe User Acceptance Testing for Implementation
Production Rollout:

Describe the Production Rollout for Implementation

12. Contractor Staff and Support
Describe Contractor staff roles and their availability

13. Purchasing Entity Roles and Responsibilities
Insert description of Purchasing Entity Roles and Responsibilities including:

Contacts:

Project Manager
End-User Representative
System Administrator
Technical Support
General and Technical Responsibilities:

Insert description of Purchasing Entity Roles and Responsibilities DocuSign Envelope ID: CE9EDE21-548B-4156-BDF8-8383A0FC97D0 RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 73

14. Performance Penalties
Insert description of Contractor Performance Penalties

15. Payment
Describe billing cycles and invoice information

This Agreement is entered into by and between the [Purchasing Entity], located at [Agency address] and [Contractor] licensed to conduct business in the State of ___________ (“Contractor”), located at [Contractor address] for the purpose of providing Managed Print Services.

The signatories to this Managed Print Services Agreement represent that they have the authority to bind their respective organizations to this Agreement.

In Witness Whereof, the parties hereto, having read this Managed Print Services Agreement in its entirety, including all attachments, have executed this Agreement.

This Agreement is effective this _____day of ______________, 2___.

Initial term of this Agreement is ______ year(s) or until ______________.

Maximum term of this Agreement is five (5) years, or until ______________.

Contractor Signature Date Purchasing Entity Signature Date

Contractor Printed Name, Title Purchasing Entity Printed Name, Title

DocuSign Envelope ID: CE9EDE21-548B-4156-BDF8-8383A0FC97D0 1 of 11
cipating Addendum expiration date.
between the State and the Contractor.
be on or before the expiration of this
elivery of products or completion of services
e NASPO ValuePoint Master Agreement
porated into this Participating Addendum.
ipating Addendum will be through a written
um shall begin August 1, 2024, or upon
never occurs later, and will end July 31,
e, whichever occurs first.

Page
may be up to 120 days after the Parti
amendment upon mutual agreement
C. Order placement and execution shall
Participating Addendum. However, de
B. Lead state amendments to extend the
term date are not automatically incorp
Extension(s) to the term of this Partici
A.

The term of this Participating Addend
signature approval by the State which
2026, or upon termination by the Stat
rado NASPO ValuePoint Master Agreement
olicies and regulations.
wides a comprehensive list of state
own determination whether this
nt is defined as any city, county, city and
nental body, school district or corporation
The State Agency Listing
endum are identified in Section 5 (Available
able for use by California state agencies and
ne purcnase of Mlultl-Function Devices and
d Solutions under the Colorado NASPO
Colorado NASPO ValuePoint Master
reference. Product/service categories
Participating Addendum and the Colo
are consistent with its procurement po
2 TERV
(https://www.ca.gov/agenciesall/) pro
agencies.

C. Each local government is to make its
local governments. A local governme
county, district, or other local governn
empowered to expend public funds. T
B
included under this Participating Adde
Products and Services).

This Particinating Addendum is availa
A. Inis Participating Addendum covers
Related Software, Services, and Clou
ValuePoint Master Agreement. The C
Agreement is hereby incorporated by
er referred to as "Contractor") under the lead
r Agreement Number 188627.
70-46-07 is entered into between the State
es (hereafter referred to as "State" or "DGS")
aster Agreement Number 188627
rporation (Contractor)

CALIFORNIA
JM NUMBER 7-24-70-46-07
aftware Sepvices and Cloud Solutious
and Sharp Electronics Corporation (hereafte
state of Colorado NASPO ValuePoint Maste

1. SCOPE
This Participating Addendum Number 7-24-7
of California, Department of General Service
Colorado NASPO ValuePoint Ma
Sharp Electronics Co

STATE OF C

PARTICIPATING ADDENDU
MuUti Eunction Devices and Related SP

Sharp Electronics Corporation • 100 Paragon Drive • Montvale, New Jersey 07645 • (201) 529-8200 • www.sharpusa.com

MPS STATEMENT OF WORK

1. Introduction:

This agreement is for the provision of copier, printer and managed printer services between the City of Redlands, a municipal corporation (Hereinafter “City”), and Burtronics Business Systems (Hereinafter “Contractor”).

2. Scope:

The City hereby engages Contractor to provide copier, printer and managed printer services for City that will include the following business capability requirements:

A. Multi-Function Devices (MFD)

a. Contractor shall provide equipment to meet the City’s business requirements for printing, copying, scanning, and faxing.

b. Contractor shall provide maintenance and repair support for new installations.

Agency/Customer: City of Redlands Contractor: Burtronics Business Systems
Contact Name: Eric Owens Contact Name: Randolph Hlebasko Address: 35 Cajon St. Address: 290 West Orange Show
Rd., #101
Email: [email protected] Email: [email protected] Phone: 909-335-4795 Phone: 800-523-0822
Fax: - Fax: -
Contractor
website: www.burtronics.com
Print Assessment
Date: TBD- See Section 6. Period of
Performance:
09/16/25-09/15/28
Option: 09/16/28-
09/15/29
Statement of Work must incorporate the following documents:
1) NASPO ValuePoint Master Agreement # 188627 Please see Attached 2) Participating Addendum # 7-24-70-46-07 Please see Attached 3) Contractor’s Print Assessment TBD- See Section 6.

Sharp Electronics Corporation • 100 Paragon Drive • Montvale, New Jersey 07645 • (201) 529-8200 • www.sharpusa.com

B. Supplies and Consumables

a. Contractor shall supply all consumables required for image creation including toner cartridges, developer, waste toner bottles, staples, and maintenance kits for all new installations and for the existing fleet of MFDs.

b. Contractor shall have a consumable ordering and management process approved by the City.

c. All supplies must be OEM or City pre-approved compatible cartridges. If the City is not satisfied with any compatible cartridge performance, the contractor shall replace the cartridge and going forward, only supply OEM cartridges for that device at no additional charge.

C. Software

a. In addition to dispatching technicians on-site, Contractor shall remotely monitor and support the equipment to ensure timely and accurate resolution of problems.

b. The City will install Contractor provided or Manufacturer Designated Device Monitoring Software that will automatically gather and send Meter Readings to Contractor Biling Department on a Pre-Scheduled Basis.

c. Contractor shall supply and support software for scanning, usage tracking, and fleet monitoring (including fax and scan usage, number of scans, frequence of paper size types used, etc.).

d. Fleet Management software shall have the ability for client log in with access to reports and features.

D. Administration

a. Existing MFD/Printer Support & Services

1. Contractor shall work with the City to manage the retirement and refresh of equipment on the City’s existing devices as shown in Exhibit “A“, titled “City of Redlands- MFD FLEET LIST”.

2. Contractor may optionally provide an alternate solution to the management of existing (Keep / Cover) devices. The solution must provide overall cost savings while meeting the technology needs of the department.

b. Asset Management / Meter Usage Readings Software

1. The Contractor shall be solely responsible for obtaining and furnishing meter counts for all equipment on a monthly or quarterly basis, as required by the IT department. Meter counts shall be accomplished without staff intervention or inconvenience and at no additional cost to the City.

2. Estimating of Meters is not allowed.

3. The City desires an on-line tool that allows for bi-directional data sharing Sharp Electronics Corporation • 100 Paragon Drive • Montvale, New Jersey 07645 • (201) 529-8200 • www.sharpusa.com

of device location updates, location contact information and IMACD changes.

c. Billing

1. Billing must allow for customizable fields per device for department codes, contact person, contact number, device location address and other criteria.

The usage report submitted for billing must match with the monthly invoice.

2. Each department shall receive a summary invoice for all departmental costs monthly. Method of delivery shall be determined with the selected Contractor.

3. Estimating of meter usage for billing will not be allowed.

4. All usage charges are to be billed in arrears and no base allowance or volume guarantee shall be included in any department order.

5. On a Quarterly basis, a Citywide billing and usage report shall be generated to reflect each department total devices, lease and/or usage charges for the previous quarter and actual saving achieved. The report shall sub-total each department with a citywide roll-up of total costs.

d. Asset Management

1. Contractor shall update the City whenever an Install, Move, Add, Change, Decommissioning Request, or break/fix incident as request.

2. Contractor shall provide certification for the wipe of hard drives or take other appropriate action prior to Move, Add, Change, or Decommissioning of Contractor installed equipment.

3. Contractor shall contact the IT Department to schedule the install or removal of any MFD and work within the approved security protocols.

4. The Contractor shall provide the ability to view invoices on-line via a secure customer portal at no additional cost to the City.

5. The Contractor shall provide an asset Management Portal that allows the City to see their inventory real time.

E. Services

a. Contractor shall Install, Move, Add Change, and Decommission (IMACD) all in-scope MFD’s

1. Install—Contractor shall perform the delivery, setup, and connection of equipment.

2. Move — Contractor shall re-locate an existing device from one physical Sharp Electronics Corporation • 100 Paragon Drive • Montvale, New Jersey 07645 • (201) 529-8200 • www.sharpusa.com

location to another physical location, reconnect and ensure machine is functioning properly.

3. Add—Contractor shall add a hardware or software component to an existing device.

4. Change—Contractor shall modify an existing configuration within an installed device.

5. Decommission—Contractor shall provide decommissioning and preparation for return of equipment.

6. Contractor shall insure that all data on MFD hard drives is wiped upon removal from City locations.

7. Contractor shall wipe hard drives or take other appropriate action as approved by the City prior to Move, Add, Change, or Install of any contractor installed in-scope hardware.

b. Remote fleet monitoring and management.

1. Contractor shall use monitoring tools for print device usage tracking and to aid in fleet optimization.

2. Provide the City with portal access to view inventory and location status real time.

c. Contractor shall provide end user training on equipment.

1. For new MFD Contractor shall coordinate/schedule onsite training with the City’s department end users.

2. Contractor shall provide follow-up training, as needed at no additional cost.

3. Contractor shall supply other types of training resources such as web based training, job aids, support documentation, and self-help resources.

d. Contractor shall provide ongoing fleet optimization.

1. Contractor shall use monitoring tools, site assessments, new technologies, and other resources to initially assess the City of Redlands print environment and finalize recommendations to optimize the print environment.

2. Contractor shall monitor the fleet in order to seek optimization opportunities on a quarterly basis

3. Out of Scope:

Sharp Electronics Corporation • 100 Paragon Drive • Montvale, New Jersey 07645 • (201) 529-8200 • www.sharpusa.com

A. Plotters and Canon devices are not covered under this agreement. All devices that are added to this contract will need to be approved by the Contractor and The City of Redlands.

B. Preparing and shipping lease return equipment back to the finance company is not included, but the service fee is included on the MPS Pricing Worksheet for equipment preparation for shipping.

C. Networking and software support is not included outside of the Statement of Work.

D. Equipment disposal is not covered under this agreement, but rates for disposal are included in the MPS Pricing Worksheet (Exhibit “B”).

4. Objective:

To establish an agreement for the provision of certain hardware, on-demand supply replacement and on- site technician services for copier and printing equipment between Burtronics Business Systems and the City of Redlands.

5. Location:

The locations of the MFDs in the City of Redlands where all work is to be performed, and supplies are to be sent are listed in Exhibit “A”- City of Redlands- MFD FLEET List.

6. Discovery/Assessment:

Contractor shall work with city staff and/or contractor’s team to perform a site assessment at each of the participating City departments to validate and document the MFD/printer device inventory and to facilitate equipment optimization after the effective date of the agreement but pre-implementation.

7. Data Security

A. Configuration Management

a. The MFD system shall be configured to provide only essential capabilities, and to restrict the ability to access and change MFD settings such as double-sided printing, default black and white printing, etc.

b. Unnecessary ports, protocols, functions and services shall be disabled. MFD settings shall be set for printing from a selected set of IP addresses.

c. Selected Contractor shall ensure that MFDs are compatible with all existing and future City utilized applications.

B. Maintenance

a. The Contractor shall be responsible for implementing a security patch management program within the City’s policies/practices for implementation.

b. Authentication and authorization methods are required for remote maintenance and diagnostic sessions. Remote maintenance and diagnostic activities shall be documented.

Sharp Electronics Corporation • 100 Paragon Drive • Montvale, New Jersey 07645 • (201) 529-8200 • www.sharpusa.com

c. Remote maintenance and diagnostic activities shall be authorized, monitored, and approved by the City.

d. Only authorized maintenance personnel shall perform information system maintenance.

8. Data Breach

A. Contractor will be responsible for wiping hard drives as described in the Statement of Work prior to disposal or replacement of equipment on the MPS Fleet Agreement.

B. The City of Redlands will be responsible for their network and not the Contractor.

9. Equipment Guarantees

A. Contractor shall provide all services included in the MPS Statement work specifically in Section 10.

10. Customer Support/Maintenance

Contractor shall provide maintenance service calls during the City of Redlands working hours, Monday through Friday, 8:00 a.m. to 5:00 p.m. (PST), excluding the City of Redlands holidays. Under certain special circumstances, the Contractor may be requested to provide support outside of regular business hours.

Contractor shall provide full coverage maintenance on all parts, service calls, and scheduled preventative maintenance calls at frequencies defined in the Manufacturer’s specifications.

A. Customer Support

a. The Contractor shall provide a live person, toll-free phone line to place service calls, order parts and supplies, as well as to provide technical support at no additional cost to the City.

b. The Contractor shall, at no additional cost, respond to all emergency service requests within two (2) hours and begin repairs within four (4) hours unless other arrangements are made.

c. The Contractor shall, at no additional cost, have a 24-hour toll-free phone support line for hardware and software issues, as well as available on-site technical support, Monday through Friday, 8:00 a.m. to 5:00 p.m. (PST).

d. If Contractor requires a machine to be removed from the City’s premises for repair, Contractor shall provide end users with a loaner machine of similar functionality for use during the period of the repair.

e. Contractor shall be responsible for the work performed by any and all sub-contractors engaged by Contractor in support of the award of this contract, and persons directly or indirectly employed by third parties.

B. Service Level Requirements

Sharp Electronics Corporation • 100 Paragon Drive • Montvale, New Jersey 07645 • (201) 529-8200 • www.sharpusa.com

a. Maintenance – Contractor shall provide full coverage maintenance on all contracted equipment including, but not limited to, parts, service calls, and scheduled preventative maintenance support.

The Contractor’s helpdesk will take all support calls and offer assistance over the phone via the Contractor’s remote diagnostic capabilities to get the City up and running quickly. Should an on- site technician be needed, an estimated time of arrival (ETA) shall be provided with a courtesy follow up via phone.

b. Service Loaner – If the main copy/print engine is deemed inoperable and Manufacturer authorized service personnel is unable to correct the problem within sixteen (16) working hours, the City may request a loaner of similar or upgraded features until the main copy/print engine is repaired at no additional cost to the City.

c. Minimum Service Response Times / Uptime Guarantee

Contractor shall meet or exceed industry standards in response, repair, up, and down times as defined in the section below.

1. Response Time Four (4) Hours Maximum (emergency service requests)

2. Repair Time Two (2) hours average

3. Minimum Uptime 98%

4. Maximum Downtime 2%

5. Response Time - Time measured from logging of service call until technician arrives on scene or clears by phone.

6. Repair Time - Time required for a technician to troubleshoot, diagnose, and repair a copier measured from arrival on the scene to completion of call. This does not include time required for shipment of certain parts.

7. Minimum Uptime - Percentage of time machine is available for basic operation in comparison to hours of operation as determined by the City.

8. Maximum Downtime - Percentage of time machine is unavailable for basic operation in comparison to the hours of operation as determined by the City.

9. Emergency Service Request – Request for service when any of the three (3) main functions is in operable. (Copy/Print/Fax) excludes preventative maintenance calls.

d. User Uptime

User Uptime Minimum Acceptable Level Objective
Percent of time users must be
able to print, copy, fax, and
scan to print devices
98% The City of Redlands's business
and operational uptime
requirement. Measured
monthly.

Sharp Electronics Corporation • 100 Paragon Drive • Montvale, New Jersey 07645 • (201) 529-8200 • www.sharpusa.com

1. Users must be able to print, copy, fax, and scan to the City’s print devices 98% of the time.

2. Compliance is confirmed by service request and problem resolution records to determine when users are down without both their main and backup devices for print, copy, fax, and scan.

e. Uptime Guarantee- Contractor maintenance procedures shall be designed to average up to a 98% uptime; however, in the event the mainframe provided is not operational (excluding preventive maintenance and operator preventable calls) during any 60-day period, Contractor will provide a loaner of similar and upgraded features until the mainframe is repaired at no additional cost to the City.

f. Replacement Guarantee- If the contracted contractor is unable to repair a problem, the Contractor shall, at the City’s request, replace it without charge with an identical model or. At the option of manufacturer, with a machine with comparable features and capabilities. The replacement device shall not be a model older than the device being replaced.

g. Replenishment/Replacement of Supplies

1. Supplies shall be received within (2) two working days of a low toner alert, with a full supply set per printer always stored on-site or as agreed by the departments

2. Contractor shall work with each of the 18 departments to determine a location and methodology for storing and restocking back up toner on-site at the City.

3. Contractor will provide a documented process for each department and include the written process in the quarterly review process.

h. Dispatched Repair Service

1. Per industry standards, a certified technician shall arrive on-site within (4) four hours of service call being dispatched to Contractor 98% of the time.

a. Response time is measured from the logging of a service call until the technician arrives at the City department or resolved by phone.

b. Repair time is the time required for a technician to troubleshoot, diagnose and repair a machine measured from the arrival at the City department to completion of the call.

2. Repair SLA’s

a. 50% of Print Devices are resolved within six (6) hours or less

b. 95% of Print Devices incidents are resolved within 24 hours

c. 100% of Print Devices incidents are resolved within 48 hours

Sharp Electronics Corporation • 100 Paragon Drive • Montvale, New Jersey 07645 • (201) 529-8200 • www.sharpusa.com

3. A service call module on a customer portal that allows City administrators to see the status of open and closed service requests within three (3) hours.

4. Compliance is demonstrated by Contractor’s date-stamped records of service call requests and resolutions. The record shall clearly state when the on-site response took place, when the request was resolved, and when the ticket closed with a satisfactory resolution. The City may review compliance quarterly.

i. Preventative Maintenance for Copier Based MFDs

1. The Contractor shall provide preventative maintenance / cleaning of the contracted Copier/MFD fleet to meet the PM schedule mandated by the manufacturer to include at minimum the following requirements:

a. The PM/Cleaning call shall include at minimum the following:
b. Cleaning the Paper Path.
c. Cleaning Rollers.
d. Clean the Copy Glass
e. Clean and Vacuum inside the paper trays.
f. Wipe down the exterior of the device.
k. Billing

1. The billing shall be complete, accurate, on time, and easily audited.

2. Errors must not exceed 2% of the devices billed and the itemized errors and corrections shall be received within twenty (20) calendar days after the end of the following month.

3. The City and the Contractor will agree on what information the invoice will contain, the billing process between both parties, and how it will be formatted.

4. Contractor shall provide the City with usage and billing statistics quarterly and/or upon request by City staff or designee.

11. Contractor Reporting & Communication Requirements

A. Quarterly and Annual Account Reviews

Upon request, Contractor shall conduct an in-person Quarterly Business Reviews (QBRs) with all departments and City staff or designee to discuss the status of the fleet. At a minimum, Contractor shall communicate with each department’s Administrative Officer once per year. A Citywide account review shall be conducted annually with IT Management to validate cost savings, project milestones, and projections for the following year.

On a quarterly basis, Contractor shall provide electronic reporting related to the activities in this SOW with Sharp Electronics Corporation • 100 Paragon Drive • Montvale, New Jersey 07645 • (201) 529-8200 • www.sharpusa.com

the following categories and types of reports:

a. Department printing volumes broken out by color and black & white per device;

b. Number and types of devices in the fleet summarized by department and citywide;

c. Pro-Active over- and under-utilized equipment optimization/swaps;

d. Break/Fix volume of calls;

e. Knowledge Management information and/or support that will benefit the City’s end users and internal support teams;

f. A list of devices that experienced multiple repairs in the previous quarter, or re- occurring over a 180-day period, along with an action plan/recommendation for permanent correction;

g. Ongoing continuous improvement relative to print throughout the entire City environment;

h. Billing Reports;

i. SLA Achievement Reports; and

j. Status of any additional projects.

These reports shall be made available in an electronic format to the Technology & Innovation and participating Departments quarterly or as requested.

B. General Communication Obligations

a. Contractor shall provide the City with ninety (90) days’ advance notice of any new models of equipment or software proposed to replace end-of-life equipment or software.

b. Any new equipment or software proposed for deployment on the City’s network shall be subject to prior testing and approval by City staff. Hardware demonstrations may be conducted offsite.

c. All replacement device pricing shall meet the same or lower cost level of comparable or equivalent to the replacement Model capabilities, features, and accessories.

12. End of Life/Equipment replacement

A. Equipment on the MPS Fleet Agreement will be supported with the guaranteed SLA’s and uptime as long as the equipment is supported by the manufacturer and the equipment is not considered obsolete.

B. Contractor will notify the City of Redlands when such equipment becomes obsolete and is no longer supported.

C. Replacement equipment options for purchase/lease will be provided by Contractor as needed.

Sharp Electronics Corporation • 100 Paragon Drive • Montvale, New Jersey 07645 • (201) 529-8200 • www.sharpusa.com

13. Implementation:

A. Deliverables- Contractor will provide service, supplies and parts along with other services described in the Statement of Work

B. Checkpoints- Contractor will provide the following checkpoints:

a. Contract execution from both parties

b. Contractor to assign Equipment Numbers (EQ#) for all equipment being serviced under this contract

c. Contractor to be on-site on September 17, 2025 to start equipment evaluations. Evaluations will consist of inspections of the current state of the MPS Fleet. Empty/Low toner and worn parts that prevent the equipment from running properly will be discovered and brought to the City of Redlands attention to be paid by the City of Redlands within the first 30 days from the start of this agreement.

d. Contractor to provide all support contact information 3 days prior to start of the contract. This will also include the process for placing service calls.

e. FM Audit to be installed for all MPS Fleet covered under this agreement. Contractor will need to work with the City of Redlands IT/Network department to ensure all equipment is operational on FM Audit by September 30, 2025.

f. Contractor will collect current meter readings by printing out the counter sheet at the time of evaluations to secure a start meter for each unit in the MPS Fleet. This will be provided to The City of Redlands.

14. Contractor Staff and Support

A. Key Personnel

a. The Contractor shall provide a dedicated Customer Support Team led by a Program/Project Manager who shall have overall responsibility for all activities related to this project.

b. The Contractor shall provide an organizational chart listing the team members along with profiles of their skills, qualifications, and responsibilities.

c. Contractor shall provide the City with ten (10) days’ advance notice when a Strategic Account Manager will no longer be supporting the City and schedule an introduction of any replacement personnel.

d. The City reserves the right to request a replacement of staff(s) not performing to the City’s expectations.

B. Dedicated Inside Customer Service/Support Personnel

Contractor shall have an internal non-sales support staff dedicated to managing the customer relationship alongside the Sales Executive. This person shall be experienced in supporting major Sharp Electronics Corporation • 100 Paragon Drive • Montvale, New Jersey 07645 • (201) 529-8200 • www.sharpusa.com

account business.

Dedicated personnel shall be directly responsible for the fulfillment of all SOW and SLA commitments with the City in support of Contractor sales team and work to create and implement specific operational practices including, but not limited to:

a. Continually monitor existing service levels and compliance to SLAs.

b. Provide interface between end-users, technical support, and resources to improve/maintain customer satisfaction.

c. Act as the primary point of contact for all aspects of the contractual relationship with the customer.

d. Develop continual process improvements.

e. Work closely with Contractor operations team on implementation and deployment of print technology and support services, including inventory collection and management, and consumables management while monitoring adherence to all SLAs.

f. Facilitate quarterly/semi-annual performance reviews.

g. Resolve customer complaints and concerns by investigating problems, as well as develop solutions and manage through to resolution.

h. Provide reporting metrics and tracking data as required to fulfill SLAs.

i. Follow-through on mission critical activities identified by the Client and Internal Management.

C. Technical Support Personnel

a. Contractor shall be authorized by the original equipment manufacturer (OEM) to service the equipment during the entire term of the Agreement

b. Contractor’s service technicians shall be OEM trained and certified during the entire term of the Agreement.

c. Contractor shall only use only OEM genuine or OEM approved parts and supplies to maintain the equipment. Contractor shall have same-day or next-day delivery for parts and supplies, with the parts delivered to the City or brought in by a service technician.

15. Purchasing Entity Roles and Responsibilities

City of Redlands Contacts:

Project Manager- Valerie Abrego – [email protected]

Sharp Electronics Corporation • 100 Paragon Drive • Montvale, New Jersey 07645 • (201) 529-8200 • www.sharpusa.com

End-User Representative- Gabriela Gonzalez- [email protected]

System Administrator- Shane Burgos Adair- [email protected]

Technical Support- Helpdesk- [email protected]

A. Roles and Responsibilities

This is a summary of the City and Contractor general responsibilities and roles and does not limit additional items that may be added in the future.

1. General

1.1. Contractor will provide trained on-site or dispatched CEs to perform Onsite and Dispatched Services.

1.2. Contractor will coordinate and provide hardware Break/Fix Incident troubleshooting and resolution, and Service request support for in-scope hardware.

1.3. Contractor will manage operations within the standard Incident and Service Request fulfillment process.

1.4. Contractor will meet or exceed agreed upon service levels (SLAs).

1.5. Contractor will manage CE productivity, efficiencies, and professionalism within City offices.

1.6. Contractor will assign and schedule qualified, City focused Customer Engineers to perform support service es at City in-scope locations.

1.7 Contractor will provide accurate information regarding status, resolution, and asset updates in Contractor System.

1.8 City will provide contact information for the end-user who reports an incident or makes a request.

1.9 Contractor will perform remote diagnostics of hardware, software, application, etc., as applicable.

1.10. Contractor and City will propose process and policy improvements through Continual Service Improvement process.

1.11. City will review and approve process and policy improvements proposed by Contractor.

1.12. Contractor will ensure compliance with environmental, health, and safety requirements at all City locations.

1.13. Contractor will produce quarterly reports as described in Reporting and Communication requirements and make recommendations for improved reporting based on industry best Sharp Electronics Corporation • 100 Paragon Drive • Montvale, New Jersey 07645 • (201) 529-8200 • www.sharpusa.com

practices.

2. Hardware Break/Fix

2.1. Contractor will provide the City with Contractor authorization to provide services for hardware with each device manufacturer and cooperate with warranty assignment efforts.

2.2. Contractor will provide service directly or coordinate services through a contracted and City approved third party as necessary for in scope equipment and services.

2.3. Contractor will manage the warranty process and work with third parties as necessary to obtain support for hardware that is out of scope and as requested.

2.4. Contractor will schedule services with end-user and provide ETA and updates for resolution.

2.5. Contractor will provide hardware loaner for device(s) requiring removal for repair for as long as the equipment is being repaired.

2.6. Contractor will retain ownership of parts removed from equipment for repair.

2.7. Contractor will repair in-warranty hardware to functional specifications in compliance with warranty guidelines, adhering to the warranty processes for repair service.

2.8. Contractor will remove and recycle, or properly dispose of, packing materials and used parts from device installation and break/fix repairs.

2.9. Contractor will provide transportation to and from the end-user location using Contractor’s vehicles for all incident types (request and break/fix).

3.0 Desk-side Software Support

3.1. Provide software support remotely and at the desk side for all printing software in use at the City that is accessed via a personal computing or wireless/mobile device.

4.0. IMACD (Installation, Move, Add, Change, Decommission)

4.1. Contractor will back-up available data (i.e. the contents of the MFD address book) prior to device replacement or IMACD, and restore data after service is performed, if applicable.

4.2. Contractor will coordinate, plan, schedule and request through the system of record all IT hardware IMACDs.

4.3. Contractor will receive IMACD requests form City and validate the IMACD request for completeness and authorization.

4.4. Contractor will communicate to City personnel, as appropriate, regarding scheduling r requirements and blackout dates, to minimize the business impact on City operations.

Sharp Electronics Corporation • 100 Paragon Drive • Montvale, New Jersey 07645 • (201) 529-8200 • www.sharpusa.com

4.5. Contractor will confirm that all items within Contractor scope (e.g. hardware, software, parts, and configurations) necessary to execute the IMACD will be available for the scheduled date of the IMACD.

4.6. Contractor will confirm that all hardware, software, parts, network, cabling, configurations, and any other services/hardware not in scope for Contractor but necessary to execute the IMACD will be available for the scheduled date.

4.7. Contractor will remediate any site readiness issues or availability of hardware, software, parts, network, cabling, configurations, and any other services/hardware necessary to execute the IMACD are in place prior to the scheduled IMACD.

4.8. Contractor will develop and use checklists, sign off procedures for colleagues, and/or approved tools to determine user requirements.

4.9. Contractor will work with end user and IT to identify proper configurations for mapped print queue.

4.10. Contractor will reload MFD system and application configurations, data, or backup files as necessary.

4.11. Contractor will receive written acceptance/provide leave behind card upon completion of IMACD request.

4.12. Contractor will update the asset management tool with updated asset information via bi- directional ticketing system.

5.0 Install

5.1 City and Contractor will place an approved install request with City’s IT prior to scheduling a device installation.

5.2. Contractor will pick up device at either a City staging area, or a Contractor staging area and deliver to end-user location.

5.3. Contractor will disconnect old system and return it to the Contractor refurbishment/ disposition location or hold for lease return instructions as requested.

5.4. Contractor will unpack device and install per approved optimization plan and/or as requested by the City.

5.5. Contractor will map print queue to end users’ workstations.

5.6. Contractor will install, configure, and test new devices according to the established acceptance testing.

5.7. Contractor will transfer the end-user identified data and settings from the existing system to the new system.

Sharp Electronics Corporation • 100 Paragon Drive • Montvale, New Jersey 07645 • (201) 529-8200 • www.sharpusa.com

5.8. Contractor will leave end-user training materials/documentation.

5.9. Contractor will dispose of any boot disks, backup CDS, packing materials or other materials delivered with the system according to City Requirements.

5.10. Contractor will update asset records to reflect changes in asset management.

5.11. Contractor will communicate with City regarding problems with an IMACD request.

5.12. Contractor will test the device(s) to confirm functionality.

5.13. Contractor will provide desk-side orientation and training to the end-user, or end user groups, appro-p0riate to the authorized end-user(s) receiving the MFD.

6.0. Add

6.1. City will place an approved add request with Contractor via an approved City Purchase Order.

6.2. Contractor will confirm the requirements and scope and contact the City’s IT to coordinate network install.

6.3. Contact the end-user to schedule an appropriate, agreed upon time for the installation to take place.

6.4. Contractor will carry out the Add in accordance and compliance with instructions provided in the request.

7.0. Move

7.1. City will place approved move request with Contractor via a service request form the system of record.

7.2. Contractor will communicate to the end-user any prerequisites and any procedures that need to be followed before or after the move is complete and confirm the requirements.

7.3. Contractor will conduct pre-move checks and determine and make any site preparations that need to completed before the schedule move date.

7.4. Contractor will provide City with certified security wiping of memory or hard drive or take other appropriate action approved by City to delete all data or other information stored or copied on item to be moved.

7.5. Contractor will disconnect a currently installed system unit including directly attached peripheral devices.

7.6. Contractor will pack the hardware for movement from the end-user’s current location based on the requirements of the move.

Sharp Electronics Corporation • 100 Paragon Drive • Montvale, New Jersey 07645 • (201) 529-8200 • www.sharpusa.com

7.7. Contractor will transport or ship the hardware to the end-user’s new location.

7.8. Contractor will unpack and reconnect the same system unit and its directly attached peripheral devices for the respective end-user.

7.9. Contractor will conduct the manufacturer’s standard installation tests upon completion of such activities to verify the hardware and software are functional with network connectivity.

7.10. Contractor will update the City Change Management plan tracking to reflect changes in the location of the asset in the same month the asset changes occurred.

7.11. Contractor will coordinate the shipment of hardware between City sites and prepare the hardware to be shipped.

7.12. Contractor will be responsible for packing material, transportation, or shipping when a common carrier or a third-party transport company is required for the move at no additional cost to the City.

8.0 Change

8.1. City will place approved change request with Contractor via an approved communication process.

8.2. Contractor will confirm the requirements and scope of the change request and schedule an agreed-upon time with the end user for the work to be completed.

8.3 Contractor will, if applicable, provide City certified security wiping of memory or hard drive or take other appropriate action to delete all data or other information stored or copied on item to be changed as approved by City.

8.4. Contractor will carry out the change in accordance and compliance with instructions outlined in the request.

8.5. Contractor will update the change request in the system of record.

8.6. Contractor will update the tracking as applicable to reflect the change to the asset(s) in the same month that the asset changes occurred.

9.0. Staging

9.1. City will (optionally) optionally provide Contractor with asset tags to be attached to devices requiring Customer asset tracking.

9.2. Contractor will, if requested, apply asset tags to devices according to City procedures and approved processes.

9.3. Contractor will stage and configure hardware per the configuration and preparation instructions in accordance with approved City procedures, including software installation.

Sharp Electronics Corporation • 100 Paragon Drive • Montvale, New Jersey 07645 • (201) 529-8200 • www.sharpusa.com

9.4. Contractor will perform quality assurance testing to eliminate system defects and inoperability.

9.5. Contractor will provide City with certified security wiping of memory and hard drives or other appropriate action approved by City to delete all data or other information stored or copied on item to be Staged.

9.6. Contractor will update tracking within the same month of any asset changes.

9.7. Contractor will store, stage, configure and deploy hardware to meet daily IMACD requirements of City.

9.8. Contractor will pack hardware for delivery to requested City Department location.

10. Decommissioning

10.1. Contractor will communicate with the City that hardware is ready for decommissioning, donation, or refurbishment.

10.2. Contractor will provide City with certified security wiping of memory and hard drives or other appropriate action to delete all or other information stored or copied, as approved by City for all removed MFDs.

10.3. Contractor will coordinate with City department for scheduling pick-up of hardware.

16. Performance Penalties

A. This Agreement may be terminated by City, in its sole discretion, by providing not less than five (5) days prior written notice to Contractor of City’s intent to terminate. If this Agreement is terminated by City, an adjustment to Contractor’s compensation shall be made, but (1) no amount shall be allowed for anticipated profit or unperformed Services, and (2) any payment due Contractor at the time of termination may be adjusted to the extent of any additional costs to City occasioned by any default by Contractor.

Upon receipt of a termination notice, Contractor shall immediately discontinue its provision of the Services and, within five (5) days of the date of the termination notice, deliver or otherwise make available to City, copies (in both hard copy and electronic form, where applicable) of project related data, design calculations, drawings, specifications, reports, estimates, summaries and such other information and materials as may have been accumulated by Contractor in performing the Services. Contractor shall be compensated on a pro-rata basis for Services completed up to the date of termination.

B. This Agreement may be terminated by the contractor, in its sole discretion, by providing not less than thirty (30) days prior written notice to City of Contractor’s intent to terminate. If this Agreement is terminated by Contractor, an adjustment to City’s payment shall be made within 30 days of termination.

Upon receipt of a termination notice, Contractor shall discontinue its provision of the Services within thirty (30) days of the date of the termination notice.

17. Payment

A. The compensation for Contractor’s performance of the Services shall not exceed the amount of one hundred seventy-five thousand dollars ($175,000.00) for the Services provided during the Initial Term.

Should this Agreement be extended, the compensation for Contractor’s performance for the Services shall Sharp Electronics Corporation • 100 Paragon Drive • Montvale, New Jersey 07645 • (201) 529-8200 • www.sharpusa.com

not exceed the amount of Sixty thousand dollars ($60,000.00) for the Extended Term; bringing the total possible amount of compensation to a not-to-exceed amount of Two Hundred Thirty-five thousand dollars ($235,000). For the Initial Term and the Extended Term, City shall pay Contractor on a time and materials basis up to the not to not-to-exceed amount in accordance with the rates specified in Exhibit “B,” titled “Fee Schedule Title- MPS Rate Sheet” which is attached hereto and incorporated herein by this reference.

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

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

CITY: CONTRACTOR:

City Clerk Randolph Hlebasko, President
City of Redlands Burtronics Business Systems
35 Cajon Street 290 W. Orange Show Road
P.O. Box 3005 (mailing) San Bernardino, CA 92408
Redlands, CA 92373 [email protected]
[email protected] Phone: 800-523-0822
Phone: (909) 798-7531

This Agreement is entered into by and between the City of Redlands located at 35 Cajon Street and Burtronics Business Systems licensed to conduct business in the State of California (“Contractor”), located at 290 West Orange Show Rd., #101 for the purpose of providing Managed Print Services.

The signatories to this Managed Print Services Agreement represent that they have the authority to bind their respective organizations to this Agreement.

In Witness Whereof, the parties hereto, having read this Managed Print Services Agreement in its entirety, including all attachments, have executed this Agreement.

This Agreement is effective this 16th day of September, 2025.

Initial term of this Agreement is 3 years year(s) with the option for a one-year extended term.

Maximum term of this Agreement is four (4) years.

Sharp Electronics Corporation • 100 Paragon Drive • Montvale, New Jersey 07645 • (201) 529-8200 • www.sharpusa.com

BURTRONICS BUSINESS SYSTEMS Date CITY OF REDLANDS Date

Contractor: Randolph Hlebasko, President Purchasing Entity: Mario Saucedo, Mayor

ATTEST:

_______________________________
Jeanne Donaldson, City Clerk
EXHIBIT "A"
City of Redlands- MFD FLEET LIST
Serial number Make Model Dept. Address City State
5107003 SHARP COLOR COPIER MX-6071 PD 30 CAJON STREET REDLANDS CA 3042413 SHARP COLOR COPIER MX-5071 Library 125 W. VINE STREET REDLANDS CA 33017939 SHARP COLOR COPIER BP-70C31 MUED 1604 NORTH CRAFTON MENTONE CA 33017909 SHARP COLOR COPIER BP-70C31 MUED 955 PARKFORD DRIVE REDLANDS CA 3044663 SHARP COLOR COPIER MX-5071 Purchasing 1270 W PARK AVE REDLANDS CA 3044653 SHARP COLOR COPIER MX-5071 DSD- Building & Safety 35 CAJON ST, STE 30 REDLANDS CA 3044633 SHARP COLOR COPIER MX-5071 Cemetery 1540 ALESSANDRO ROAD REDLANDS CA 3044283 SHARP COLOR COPIER MX-5071 MUED 35 CAJON ST STE 30 REDLANDS CA 3042573 SHARP COLOR COPIER MX-5071 MUED 955 PARKFORD DRIVE REDLANDS CA 3042533 SHARP COLOR COPIER MX-5071 FIRE 35 CAJON ST STE 30 REDLANDS CA 3042473 SHARP COLOR COPIER MX-5071 WWTP 1950 NEVADA ST REDLANDS CA 3042313 SHARP COLOR COPIER MX-5071 Joslyn 21 GRANT STREET REDLANDS CA 3041603 SHARP COLOR COPIER MX-5071 Recreation 111 W. LUGONIA AVENUE REDLANDS CA 3041423 SHARP COLOR COPIER MX-5071 DoIT 35 CAJON ST STE 30 REDLANDS CA 3044303 SHARP COLOR COPIER MX-5071 Garage 1270 W PARK AVE REDLANDS CA 3042623 SHARP COLOR COPIER MX-5071 City Clerk 35 CAJON ST STE 30 REDLANDS CA 3042543 SHARP COLOR COPIER MX-5071 FIRE 35 CAJON ST STE 30 REDLANDS CA 3042513 SHARP COLOR COPIER MX-5071 FCS 35 CAJON ST SUITE 222 REDLANDS CA 3042423 SHARP COLOR COPIER MX-5071 West Sub 1150 BROOKSIDE AVE REDLANDS CA 3042403 SHARP COLOR COPIER MX-5071 Animal Shelter 504 KANSAS STREET REDLANDS CA 3042303 SHARP COLOR COPIER MX-5071 Annex 30 CAJON STREET REDLANDS CA 3041473 SHARP COLOR COPIER MX-5071 Annex 30 CAJON STREET REDLANDS CA 3041393 SHARP COLOR COPIER MX-5071 Recreation 111 W. LUGONIA AVENUE REDLANDS CA 5106723 SHARP COLOR COPIER MX-6071 EOC 1270 W PARK AVE REDLANDS CA 5106233 SHARP COLOR COPIER MX-6071 Human Resources 35 CAJON ST STE 30 REDLANDS CA 5105923 SHARP COLOR COPIER MX-6071 Records 1270 W PARK AVE REDLANDS CA 5106343 SHARP COLOR COPIER MX-6071 Finance 35 CAJON ST STE 30 REDLANDS CA 5106213 SHARP COLOR COPIER MX-6071 Management Serices - Revenue 35 CAJON ST STE 30 REDLANDS CA 5104363 SHARP COLOR COPIER MX-6071 Management Services - Customer Service 35 CAJON ST STE 30 REDLANDS CA 5001232 SHARP COLOR COPIER MX-7580N DSD 35 CAJON ST STE 30 REDLANDS CA 5001212 SHARP COLOR COPIER MX-7580N CMO 300 E. STATE STREET REDLANDS CA 3033321 SHARP COLOR COPIER MX-5071 MUED 35 CAJON ST STE 30 REDLANDS CA TBD SHARP COLOR COPIER BP-70C55 CMO-Homeless Solutions 300 E. STATE STREET REDLANDS CA EXHIBIT "B"

FEE SCHEDULE TITLE- MPS RATE SHEET
Vendor: Burtronics Business Systems
NASPO #188627
Per unit price Device Type
125.00$ MFP Up to 20 21-40 41-90 91-131+
300.00$ Mono pages 0.0089 0.0089 0.0089 0.0089 Color pages 0.0524 0.0524 0.0524 0.0524
Per unit price
inc.
inc.
inc.

Per unit price Device Type
inc. MFP Up to 20 21-40 41-90 91-131+
inc. Mono pages 0.0089 0.0089 0.0089 0.0089
$175.00 Color pages 0.0524 0.0524 0.0524 0.0524
Per unit price
inc.
inc.
inc.
inc.

Required MFP components
Remote device monitoring
Automated toner replenishment
End user support
Equipment Delivery / Install
Prepare copiers for disposal/lease return
Lease return shipping will be
provided by lease company
Invoicing
Implementation One-time charge
Customer Business Review (Qtrly)
Solution Assessments
Cost Per Click w/Compatible Supplies (Billed Monthly)
Cost Per Click w/OEM Supplies (Billed Monthly)
Pages per minute
Pages per minute
Training
Help Desk (Hardware support)
Hourly - IT support
Account Management
Billed monthly
Reporting
Billed monthly
Job accounting
Automated meter reads
Billed monthly
City Council/Financing Authority Meeting I. 12.

DATE: 09/16/2025
TO: Honorable Mayor and City Council Members
SUBJECT: Receive and file the Pavement Accelerated Repair Implementation Strategy (PARIS) Program Annual Report (Municipal Utilities and Engineering Director Harris)
MOTION:

If the City Council determines the staff recommendation is appropriate, the following motion is provided:
"I move that the City Council receive and file the Pavement Accelerated Repair Implementation Strategy (PARIS) Program annual report." RECOMMENDATION:

Staff recommends that the City Council receive and file the Pavement Accelerated Repair Implementation Strategy (PARIS) Program Annual Report.

DISCUSSION:

On March 6, 2012, the City Council adopted the comprehensive Pavement Management Program (PMP 2012). The PMP 2012 provided a condition assessment of all City streets, specified street upgrade strategies, and provided timelines and prioritization for street maintenance treatment. At that time, Redlands streets had an average Pavement Condition Index (PCI) score of 53 (on a scale of 0-100, with 0 being a street needing full reconstruction and 100 being a new street). An average PCI of 53 is considered to be poor according to industry standards. As a result, the City Council determined the rehabilitation and improvement of the City streets was a top priority. In order to significantly improve the street conditions, staff developed the Pavement Accelerated Repair Implementation Strategy (PARIS) program.

On September 18, 2012, the City Council adopted PARIS with Resolution No.7219. The PARIS program identified funding sources and specific paving strategies to address the poor condition of the City's streets most efficiently and cost-effectively. The report outlined paving strategies to upgrade nearly 2/3 of all City streets (440 lane miles) in five (5) phases.

Ordinance No. 2787, adopted by the City Council on December 4, 2012, requires the City staff to prepare a report on revenues available for street repairs each year. The report also accounts for uses of the money such as project line-item expenses. The fifth and final phase of the PARIS Project was completed in December 2020, achieving the original goal of rehabilitating 440 lane miles of streets. Although $57.3 million was available for the project, PARIS was completed for $52.0 million, and the remaining funds were carried over into the Pavement Management Program (PMP).

In 2019, staff developed a strategy to pave the remaining one-third of City streets, while performing the necessary preventive maintenance on the two-thirds of City streets that were previously rehabilitated. On July 2, 2019, the City Council approved an agreement with Bucknam Infrastructure Group, Inc. (Bucknam) to evaluate citywide pavement conditions and update the PMP database. Bucknam assessed the condition of all streets and updated the citywide Pavement Management Program (PMP 2020). The condition of City street surfaces was evaluated, rated, and the projected life cycle for each was determined. The PMP 2020 outlines a schedule for the maintenance and reconstruction of City streets at appropriate time intervals to extend their overall life expectancy most efficiently and economically. In addition, the PMP 2020 establishes a comprehensive process to prioritize the rehabilitation of the City’s roadway system, which will be used as a powerful tool in the decision-making process to utilize the City’s available financial resources effectively.

The updated PMP includes a project forecasting strategy developed by Bucknam that follows the PARIS maintenance and rehabilitation project budgets and addresses the specific needs of each street. Staff used the PMP to prepare plans and specifications for the PMP Street Resurfacing Project as summarized in the table below:

FY/Project Lane
Miles Contractor Cost Completion
FY 21/22 - PMP 2021
Project 50 Matich
Corporation $8.25M June 2022
FY 22/23 - PMP 2022
Project 37 Matich
Corporation $4.93M December
2023
FY 23/24 - PMP 2023
Project 25 Matich
Corporation $4.25M June 2024
FY 24/25 - PMP 2024
Project 28 Matich
Corporation $3.73M February 2025
As of June 30, 2025, the ending cash balance of the PARIS fund is approximately $3M. These remaining funds will be carried over to the next PMP 2025 Project, and construction of the Project will commence in late 2025.

SUBMITTED BY:

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

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

Janice McConnell, Assistant City Manager
Danielle Garcia, Management Services/Finance Director
PREPARED BY:

Goutam K. Dobey, City Engineer
Attachments
PARIS Reconciliation
PARIS/PMP Map
PARIS Project
Revenue & Expenditures
As of 7/25/2023
FY 2012-13 FY 2013-14 FY 2014-15 FY 2015-16 FY 2016-17 FY 2017-18 FY 2018-19 FY 2019-20 FY 2020-21 FY 2021-22 FY 2022-23 FY 2023-24 FY 2024-25
(Preliminary)
Beginning Cash 2,026,873$ 6,135,331$ 6,275,383$ 9,793,684$ 9,880,829$ 3,448,175$ 10,234,522$ 8,198,152$ 9,721,885$ 6,627,871$ 2,918,454$ 5,815,030$ 3,052,993$ Revenues 4,754,695 9,740,264 16,627,340 4,856,857 2,906,641 9,239,827 8,225,190 5,956,727 6,287,043 7,441,910 6,187,865 9,962,687 9,392,125 Expenditures (646,237) (9,600,212) (13,109,039) (4,769,713) (9,339,295) (2,453,480) (10,261,560) (4,432,994) (9,381,057) (11,151,328) (3,291,289) (12,724,724) (9,243,922) Net Income (Loss) 4,108,458 140,052 3,518,301 87,144 (6,432,654) 6,786,347 (2,036,370) 1,523,733 (3,094,014) (3,709,417) 2,896,576 (2,762,037) 148,203 Ending Cash 6,135,331$ 6,275,383$ 9,793,684$ 9,880,829$ 3,448,175$ 10,234,522$ 8,198,152$ 9,721,885$ 6,627,871$ 2,918,454$ 5,815,030$ 3,052,993$ 3,201,196$ FY 2012-13 FY 2013-14 FY 2014-15 FY 2015-16 FY 2016-17 FY 2017-18 FY 2018-19 FY 2019-20 FY 2020-21 FY 2021-22 FY 2022-23 FY 2023-24 FY 2024-25
(Preliminary)
Beginning Cash -$ 3,095,413$ 2,236,250$ 5,827,838$ 5,114,670$ 413,309$ 7,859,468$ 7,604,471$ 8,929,882$ 5,271,333$ 2,191,597$ 3,745,905$ 2,577,702$ Revenues:

Solid Waste Road Impacts Transfer 3,622,150 3,622,150 3,622,150 3,622,150 3,622,150 3,622,150 3,622,150 3,622,150 3,622,150 3,622,150 3,622,150 3,622,150 3,622,150 Less: Solid Waste Bond Payment (1,308,189) (1,703,875) (1,699,975) (1,699,100) (1,700,700) (1,674,052) (1,676,536) (1,675,516) (1,670,993) (1,504,196) (1,670,103) (1,504,744) Less: iBank 15-105 Payment (195,587) (212,249) (164,934) (203,332) (201,261) (203,218) (203,159) (203,097) (203,034) (202,696) Less: iBank 17-114 Payment (124,535) (175,715) (214,105) (216,056) (213,976) (213,907) (213,837) (213,765) (213,690) Solid Waste - Road Impacts Transfer (net) 3,622,150 2,313,961 1,918,275 1,726,589 1,586,266 1,580,801 1,530,660 1,528,297 1,529,440 1,534,091 1,701,020 1,535,248 1,701,020 Water - Road Impacts Transfer 102,412 102,412 102,412 102,412 102,412 102,412 102,412 102,412 102,412 102,412 102,412 102,412 102,412 Sewer - Road Impacts Transfer 17,088 17,088 17,088 17,088 17,088 17,088 17,088 17,088 17,088 17,088 17,088 17,088 17,088 Water/Sewer - Reconciliation 6,237,739
Paris Soft Costs 350,000 350,000 700,000 350,000 350,000 350,000 350,000 SB1-RMRA 1,641,586 1,368,015 1,265,655 1,428,405 1,594,983 1,837,555 1,864,736 Measure I 3,084,916 1,253,510 1,034,077 2,248,805 588,713 3,733,391 2,191,803 Cost Recovery/Reimbursed Exp. 36,186 58,339 - 24,448 815,066 Interest Income (77,919) 179,901 220,115 (10,597) 69,152 (113,072) 206,462 150,000 Bond/Loan Proceeds 13,429,381 1,785,775 6,019,500 - - - - - - - 3,741,650 8,671,200 15,467,156 3,631,864 1,705,766 7,991,882 6,906,563 4,489,436 4,674,262 5,808,292 4,241,144 7,806,604 7,192,125 Expenditures:

PARIS JL 41049 (27,021) (388,198) (5,411) (2) (5) (175,995) PARIS 2013 (1-34) JL 41052 (619,216) (33,975) - - - - - - - - - - PARIS 2013 (35-450) JL 41056 - (8,880,554) (5,870,505) - - - - - - - - - Geotechnical JL 41057 - (227,635) (71,911) (8,182) PARIS (567-960) JL 41060 - - (5,927,741) (4,345,030) 5,979 - - - - - - - PARIS (1029-1490) JL 41063 - - - - (6,000,000) - Colton Paving JL 41064 - - - - (413,101) (1,470) PARIS (567-960) JL 41080 - - - - - - - - - - - - PARIS (1029-1419) JL 41500 - - - - - - PARIS (1491-1740) JL 41501 - - - - - (12,932) (6,812,776) PARIS (1741-1988) JL 41502 - - - - - - (3,534) PARIS (1741-1988) JL 41503 - - - - - (422) - (2,806,818) PARIS 2019 (1741-1988) PL 211001 (7,916,161)
PARIS 2021 PMP PL 211003 (8,254,069)
Wabash Ave PL 211004 (152,471)
Alley Paving (500,000)
PARIS 2022 PMP PL 211006 (1,772,313) (2,981,030)
Alley Paving 2022 PL 211007 (500,000)
PARIS 2023 PMP PL 211008 (4,251,778)
Alley Paving 2023 PL 211009 (634,528) (697,199) PARIS 2024 PMP PL211010 (4,897,066)
Alley Paving 2024 PL 211011 (500,000)
IVDA Mountain View Infra Project (202,818)
No JL - - - - - (346,723) (345,250) (357,206) (416,651) (431,141) (414,523) (455,000) (949,657) PARIS (646,237) (9,530,362) (11,875,569) (4,345,032) (6,407,127) (545,724) (7,161,560) (3,164,025) (8,332,812) (8,888,028) (2,686,836) (8,974,806) (7,043,922) Net Income (Loss) 3,095,413 (859,163) 3,591,587 (713,168) (4,701,361) 7,446,159 (254,997) 1,325,411 (3,658,550) (3,079,736) 1,554,308 (1,168,203) 148,203 Ending Cash 3,095,413$ 2,236,250$ 5,827,838$ 5,114,670$ 413,309$ 7,859,468$ 7,604,471$ 8,929,882$ 5,271,333$ 2,191,597$ 3,745,905$ 2,577,702$ 2,725,905$ PARIS Project Summary
Local Transportation (209/211) Detail
City of Redlands
Redlands Blvd
Riverview
O
range
St
Alabam
a
St
Santa Ana River
Tennessee
St E
Redlands
Blvd
E San Bernardino Ave
Barton R d
Alabam
a
St
San Bernardino Ave
San
Tim
oteo Canyon Rd
Garden
St
California
St
W Cypress Ave
O
range
St
M
ountain
View
Ave
Alessandro
Rd
E Colton AveW Colton Ave
E Lugonia Ave
FoothillFw
y
San Timoteo
Nature
Sanctuary
Mission
Elementary
School
South
Redlands
Bryn Mawr
Redlands
San TimoteoWash
Ordway
10 Judson
St
5th Ave
E Citrus Ave
E Colton Ave Crafton
Ave
W
abash
Ave
G
arnetAve
Ford
St
Florida St
Oak Glen
Rd
Dunlap Blvd
Avenue E
Yucaipa Blvd
Mentone BlvdE Lugonia Ave
Mill Creek Rd
Col ora do St
Redlands
Country Club
Yucaipa Valley
Golf Club
Crafton Hills
College
Redlands
Municipal
Airport
Mentone
Live Oak Canyon Rd
Calimesa Blvd
Herngt 'Aki'
Preserve
0 3,000 6,000 9,000 12,0001,500
US Feet
7/28/2025
Legend
City Boundary
Street Names
PARIS (Completed in 2020)
PMP 2021 Project (Completed)
PMP 2022 Project (Completed)
PMP 2023 Project (Completed)
PMP 2024 Project (Completed)

PARIS/PMP MAP

PARIS/PMP LANE MILES
PARIS 5-PHASE 440
PMP 2021 50
PMP 2022 37
PMP 2023 25
PMP 2024 28
TOTAL 580
City Council/Financing Authority Meeting I. 13.

DATE: 09/16/2025
TO: Honorable Mayor and City Council Members
SUBJECT: Approve a purchase order with Evantec Corporation for Joint Utilities Laboratory Consumables and Supplies for a total amount not-to-exceed $83,000, 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 the City Council determines the staff recommendation is appropriate, the following motions are provided:

I move that the City Council determine that approval of a purchase order with Evantec Corporation is exempt from environmental review pursuant to Section 15061(b)(3) of the State's guidelines implementing the California Environmental Quality Act.

1. I further move approval of a purchase order with Evantec Corporation for Joint Utilities Laboratory Consumables and Supplies for a total amount not-to-exceed $83,000.

2. RECOMMENDATION:

Staff recommends that the City Council determine that approval of a purchase order with Evantec Corporation is exempt from environmental review pursuant to Section 15061(b)(3) of the State's guidelines implementing the California Environmental Quality Act. Staff further recommends City Council approve a purchase order with Evantec Corporation for Joint Utilities Laboratory Consumables and Supplies for a total amount not-to-exceed $83,000.

DISCUSSION:

On February 13, 2024, the Municipal Utilities and Engineering Department (MUED) issued a bid notice for consumables used by the Joint Utility Laboratory (JUL), which allowed procurement of various supplies from different manufacturers. The solicitation also included options to extend the purchase orders and contracts for two (2) additional years. On March 7, 2024, the City Clerk's Office received one (1) bid, submitted by Evantec Corporation (Evantec).

On June 18, 2024, City Council approved several FY 24/25 annual purchase orders and contracts, including a purchase order for JUL supplies provided by Evantec. On May 20, 2025, City Council approved several FY 25/26 annual purchase orders and contracts. Although Evantec agreed to extend their contract for a second year through FY 25/26 at their original bid prices, the agreement was inadvertently omitted from those considered by City Council on May 20, 2025.

Approval of this purchase order 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 there is no possibility that it will have a significant effect 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
REVIEWED BY:

Janice McConnell, Assistant City Manager
Danielle Garcia, Management Services/Finance Director
PREPARED BY:

Wilfresha Adweya, Laboratory Manager

Fiscal Impact
Fiscal Year: FY25/26
Appropriation Required Y/N: No
Amount: 83,000
Budgeted Y/N: Yes
Account No.: 501900/521900
Discussion:

There is no fiscal impact associated with this action. Sufficient funds remain in the FY 25/26 Water/Wastewater Service budget for this expenditure. Future Agreement extensions will be based on approved fiscal year budget appropriations.

Attachments
Evantec RFB
Evantec Bid Analysis
Evantec Extension
Bid Package

BID NO. 20240213-01JP BID DATE: 03/07/2024
ANNUAL P.O. Joint Utility Laboratory Consumables, Replacement Parts, Supplies, & Related Items FISCAL YEAR: 2024-2025 Unit Price Extended Price
1 Environmental Express K1250 5 ml Vial
with Filtering Cap for Dion ex® AS- 40 or
AS-DV
Autosamplers;
250/PK
Environmental Express 250/PK 10 $126.00 $1,260
2 Sodium Persulfate (White Crystalline
Solid/Certified), Fisher Chem ical ™
500g
Fisher Scientific 500g 15 $290.00 $4,350
3 Microflex Diamond Grip'M Powder Free
Latex Exam Gloves, Small 100/BOX Microflex 100/BOX 100 $18.00 $1,800.00 4 Microflex'M Diamond Grip'M Powder
Free Latex Exam Gloves Medium
Microflex 100/BOX 20 $18.00 $360.00
5 Microflex'M Diamond Grip'M Powder
Free Latex Exam Gloves Large
Microflex 100/BOX 10 $18.00 $180.00
6 Microflex'M Diamond Grip'M Powder
Free Latex Exam Gloves X-Large
Microflex 100/BOX 100 $18.00 $1,800.00
7 Ammonia ISA (Ionic Strength Adjustor)
Buffer Ricca 1L 25 $110.00 $2,750.00
8 0.22pum filter, 13mm nonsterile Syringe
filters-PES membrane GVS 500/BOX 10 $495.00 $4,950.00
9 0.22pum filter, 25mm nonsterile Syringe
filters-PES membrane GVS 500/BOX 2 $525.00 $1,050.00
10 Miele, Inc. Neodisher Z Neutralizer 5L Miele 5L 10 $255.00 $2,550.00 11 Miele, Inc. ProCare Universal 61
Regeneration of the Intergrated water
softener.

Miele 3 x 2kg/box 20 $89.00 $1,780.00
12 Miele, Inc. Neodisher Laboclean UW
10KG (powdered soap) Miele 10kg/container 6 $365.00 $2,190.00 13 Contrad 70 (Decon'M
1003) SL/Bottles Decon Lab 4 bottles/Case 3 $395.00 $1,185.00 14 lOmL Luer-Lok BD Disposable Syringes
(non-sterile) (No
Needle
Becton Dickinson 200/BOX 15 $245.00 $3,675.00
15 3mL Luer-Lok BD Disposable Syringes
(non-sterile) Becton Dickinson 200/BOX 30 $37.00 $1,110.00 $3,004.00 $30,990.00
Unit Price Extended Price
1 10Ml Sterile Polysteyrene Disposable
Pipets with Magnifier Strips Celltreat 200/Case 1 $101.00 $101.00

CITY OF REDLANDS

MUNICIPAL UTILITIES AND ENGINEERING DEPARTMENT

BID ANALYSIS
Item No. Manufacturer Package Amount EST.

Quantity

EVANTEC CORP

TABLE A - BRAND SPECIFIC ITEMS
Item

EVANTEC CORP
TABLE B - Non-Brand Specific Items (Please include the manufacturer and package amount in the bidding table.) - NO EST. QTY as it will depend on the package amount listed by the bidder.

TOTAL SUM BID TABLE A (1 THRU 15)
Item No. Item Manufacturer Package Amount EST.

Quantity
Unit Price Extended Price
Item No. Manufacturer Package Amount EST.

Quantity

EVANTEC CORP
Item
2 10 X 75mm Test Tubes (Inverted Tubes)
Kimble 100/Case 1 $185.00 $185.00
3 100 ml Pyrex™ Class A Volumentric
Flasks without Stoppers Corning 12/Case 1 $498.00 $498.00 4 20 X 150mm
Disposable Borosilicate Glass Tubes with
Threaded Ends (Screw Cap) Fisher Brand 500/Case 1 $465.00 $465.00 5 50 ml Class A Glass Cylinder - All
Glass Corning 18/Case 1 $478.00 $478.00
6 100 ml Class A Glass Cylinder - All
Glass Corning 12/Case 1 $392.00 $392.00
$2,119.00
$33,109.00

TOTAL BID PRICE (Table A Subtotal of Extended Price + Tabel B Subtotal of Price Per Unit)

TABLE C - TOTAL BID PRICE
TOTAL SUM BID TABLE A (1 THRU 6)

City Council/Financing Authority Meeting I. 14.

DATE: 09/16/2025
TO: Honorable Mayor and City Council Members
SUBJECT: Approve the Redlands Police Department Tow Services Agreement with Rotational Tow Applicants: Broncs Towing Inc., Pepe’s Towing Service, Wilson’s Towing, and Armada Towing for the Term 2025-2028 (Police Chief Tolber)
MOTION(S):

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

I move to approve the four (4) Tow Services Agreements with:

Broncs Towing Inc.1.

Pepe’s Towing Service2.

Wilson’s Towing3.

Armada Towing4.

RECOMMENDATION:

Staff recommends Council approval of the Tow Services Agreement with the four Redlands Police Department Rotational Tow Applicants as set forth in the report.

DISCUSSION:

Staff recommends that the City Council approve a new Tow Services Agreement with the following four (4) tow operators: Broncs Towing Inc., Pepe’s Towing Service, Wilson’s Towing, and Armada Towing. These companies have consistently provided reliable service to the City of Redlands over several years and have not experienced any significant performance issues. In light of the growing number of traffic collisions and disabled vehicles, the Redlands Police Department supports maintaining a rotation of four tow providers. The previous agreement, which also included three companies, proved effective and beneficial for both the City and the contracted operators.

In accordance with the City’s procurement policy, the Redlands Police Department (RPD) issued a Request for Qualifications (RFQ) to potential tow service providers. RPD received twelve (12) applications, however, only four (4) met the minimum qualifications.

The qualified applicants are as follows:

Broncs Towing Inc.1.

Pepe's Towing Service2.

Wilson Towing3.

Armada Towing4.

Staff have reviewed all submittals and determined that Broncs Towing Inc., Pepe’s Towing Service, Wilson’s Towing, and Armada Towing meet all requirements outlined in the Request for Qualifications (RFQ). The RFQ mandates full compliance in order to participate in the Redlands Police Department (RPD) Tow Program. Therefore, staff recommends that the City Council approve Tow Services Agreements with the four qualifying companies.

Each of these operators maintains good business standing with the Secretary of State and meets all of the minimum requirements to participate in the RPD Tow Program, including but not limited to, maintaining a business office and vehicle storage yard within a three-mile radius of the City of Redlands, adequate signage, vehicle storage facility including a storage area for evidence. Each operator proposes hourly rates that are consistent with those charged by tow operators in neighboring jurisdictions.

To confirm compliance with the minimum requirements of the RFQ, RPD reviewed the bid summaries and supporting documentation submitted by each company, evaluated the 2025–2026 minimum requirements document along with additional materials provided by the businesses, and conducted site visits to the locations of the qualified tow operators. The on-site inspections conducted by RPD staff included a Q&A session and a thorough analysis of the facilities to determine whether they met the standards outlined in the Agreement. While other tow operators have expressed interest in participating in the program, they have not taken the necessary steps to meet the eligibility requirements outlined in the Agreement.

There is no negative fiscal impact; rather, the Tow Agreements generate revenue with fees set at $168 per impounded or stored vehicle. There is no charge for evidence tows, recovered stolen vehicles, or tows related to incapacitated drivers. The hourly rates of all operators are consistent with what surrounding tow operators charge in adjacent cities.

In addition, staff request that the following public records, related to this staff report, be made available for public review in accordance with the California Public Records Act.

These records can be accessed through the following link:
https://destinyhosted.com/public_records.cfm?id=73352&use_type=LOOKUP Public Request #5573.

ALTERNATIVES:

Do not approve the Tow Agreements. The Redlands Police Department will have to re-issue an RFQ to find other tow operators that are willing to submit an application.

STRATEGIC PLAN:

N/A
SUBMITTED BY:

Rachel Tolber, Chief of Police
RECOMMENDED BY:

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

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

Ryan Steinhaus, Traffic Sergeant
Fiscal Impact
Fiscal Year: 2025-2028
Revenue Generating: Yes
Appropriation Required Y/N: N
Budgeted Y/N: Y
Account No.: 101202-4580
Discussion:

Attachments
Minimum Requirements
Tow Service Agreement
Signed Operator Approvals

-1-
I:\cmo\Agreements\Tow Service Agreement 2025-2028 FY25-0104.docx-ms

TOW SERVICE

AGREEMENT
2025-2028
This Tow Service Agreement sets forth the rules and regulations that the tow operator (referred to herein as “operator” or “tow operator” identified under “Operator Approval” below ) shall comply with to receive a rotation tow listing with the Redlands Police Department (RPD).

Participation in the RPD Rotation Tow Program is voluntary. Compliance with all of the terms and conditions of this Tow Service Agreement is mandatory for oper ator participating in the RPD Rotation Tow Program. The operator, by agreeing to participate in the program, is not acting as an agent for the RPD or the City of Redlands when performing services under this Agreement. For clarification purposes, definitions are contained in Attachment A to this Agreement. Attachment B contains a summarized listing of the California Vehicle Code (CVC) and Civil Code laws applicable to all tow companies in the State of California. Attachment C contains a listing of the tow truck equipment specifications and equipment use requirements applicable to all RPD rotation tow operators. Attachment D contains instructions for completing required application forms.

I. RPD ROTATION TOW
A. The RPD Deputy Chief shall determine the maximum response time, enrollment period, reasonable rates, minimum number of trucks and any applicable waiver of requirements.

1. Waiver of requirements shall be in effect no longer than six months following the application by, and acceptance of, the operator who meets all requirements of this Agreement. Upon expiration of the six -month period, if operator fails to meet the minimum requirements of this Agreement, this Agreement shall be terminated.

2. A waiver will be granted for requirements based upon law or safety considerations.

3. Maximum Response Time
a. 0800-1800 20 minutes
b. 1801-0759 25 minutes
II. ROTATION LISTS
A. The RPD maintains one rotation tow list for all classes of tow trucks to ensure an equitable distribution of calls.

1. Regardless of the class of tow truck utilized or responding to the call, charges shall not be more than for the class of vehicle towed or serviced, except when vehicle recovery operations require a larger class of tow truck. -2-
I:\cmo\Agreements\Tow Service Agreement 2025-2028 FY25-0104.docx-ms

2. A call to the operator shall constitute one turn on the list and the operator shall subsequently be moved to the bottom of the list. This includes when the operator fails to answer the phone, is unable to respond, is unable to perform the required service, refuses to respond or provide service, or is canceled due to excessive response time. If it is determined that the operator is not needed and is canceled by the RPD, up to and including arrival at the scene, there shall be no charges, and the operator will be placed back at the top of the list.

3. If the operator is canceled by the vehicle’s owner or agent prior to the operator taking possession of the vehicle, there shall be no charges for towing. The operator shall immediately contact the RPD and advise the RPD of the cancellation. The operator will then be placed back at the top of the list.

4. If service, other than towing and recovery, has begun and is canceled by the vehicle’s owner or agent, the operator may charge a minimum of one -half of the regular hourly service charge for the time expended on the call. For purposes of cancellation, service begins when physical work on the vehicle has begun, not at the time of response. No lien shall arise for the service unless the operator has presented a written statement to the vehicle’s owner or agent for the signed authorization of services to be performed.

a. The operator shall not take possession of any vehicle to establish a lien for any non-towing services performed, or begun and subsequently canceled, when not entitled to such lien by law. Refer to Civil Code Section 3068.1 for when a lien begins.

B. If two or more operators are called to the same incident, distribution of the vehicles shall be at the discretion of the RPD Incident Commander.

C. The RPD Incident Commander may direct a RPD rotation tow operator to move vehicles to help clear a roadway or for lifesaving operations. Operator shall provide the assistance as directed. There shall be no charge for this assistance, and the assistance provided shall not change the operator’s place in the rotation.

D. The operator shall have a full-service business office and storage facility located within the City of Redlands. However, at the discretion RPD Deputy Chief, the operator may have a full-service business office and storage facility located no more than 3 miles outside of the City of Redlands city limits.

E. Operator shall have a minimum of five (5) years verifiable for -hire-towing experience, as an owner or principal, prior to the final filing date of an enrollment period in order to qualify for a RPD rotation tow listing.

F. Ownership status will be investigated and determined by the RPD. -3-
I:\cmo\Agreements\Tow Service Agreement 2025-2028 FY25-0104.docx-ms

G. There shall be no more than four operators approved for the rotation tow listing.

III. TOW TRUCK CLASSIFICATIONS

A. The operator shall equip and maintain all tow truck(s) covered under this Agreement in accordance with the provisions set forth in the California Vehicle Code, Title 13 of the California Code of Regulations, the specifications contained in this Agreement, and consistent with industry standards and practices.

1. Notwithstanding CVC section 615, all tow trucks shall have recovery capabilities, wheel lift capabilities, and a boom meeting the specifications contained in this Agreement. For the purpose of this Agreement, "a trailer for hire that is being used to transport a vehicle" shall not qualify as a primary tow truck for rotation tow lists.

2. The operator who has a car carrier may be exempted from the recovery, wheel lift, and boom capability requirements. However, the car carrier must be an additional unit.

B. A violation of the Gross Vehicle Weight Rating (GVWR) and safe loading requirements of a tow truck shall be cause for immediate suspension. This includes exceeding the tow truck’s GVWR, front axle weight rating, rear axle weight rating, maximum tire weight ratings, or not maintaining 50% of the tow truck’s unladen weight on the front axle when lifting/carrying a load.

C. There will be three classes of tow trucks covered under this Agreement:

1. Class A - Light Duty

a. The operator shall maintain a minimum of five tow trucks which has a manufacturer's GVWR of at least 14,000 pounds. Class A equipment specifications can be found in Attachment C of this Agreement.

i. A “trailer for hire” shall not be approved for listing as a Class A tow truck.

ii. Tow operator whose equipment had previously been
approved and continuously used on rotation for the RPD and owned by the same operator, but do not have wheel lift
capabilities, may apply for and receive a rotation tow listing.

2. Class B- Medium Duty

a. The operator shall maintain a minimum of one tow truck with a GVWR of at least 26,001 pounds. The truck shall be capable of -4-
I:\cmo\Agreements\Tow Service Agreement 2025-2028 FY25-0104.docx-ms providing and maintaining continuous air to the towed vehicle. Class B equipment specifications can be found in Attachment C of this Agreement.

1) All Class B tow trucks with a GVWR of less than 26,001 pounds currently approved for the RPD Class B rotation tow list will be allowed to remain on the Class B rotation tow list until June 1, 2028.

b. Tow operator whose equipment had previously been approved and continuously used on rotation for the RPD and owned by the same operator, but do not have wheel lift capabilities, may apply for and receive a rotation tow listing.

3. Class C - Heavy Duty

a. The operator shall maintain at least one three -axle tow truck with a GVWR of at least 48,000 pounds. The truck shall be equipped with air brakes and must be capable of providing and maintaining continuous air to the towed vehicle. Class C equipment
specifications can be found in Attachment C of this Agreement.

1) All Class C tow trucks with a GVWR of less than 48,000 pounds currently approved for the RPD Class C rotation tow list will be allowed to remain on the Class C rotation tow list until June 1, 2028.

b. Tow operator whose equipment had previously been approved and continuously used on rotation for the RPD and owned by the same operator, but do not have wheel lift capabilities and/or three -axles, may apply for and receive a rotation tow listing.

D. To properly and safely tow and service the wide variety of vehicles being operated on the highway, a towing procedure may require the use of auxiliary equipment specifically designed for the purpose. This auxiliary equipment should be used when appropriate. A listing of service and auxiliary equipment for each classification can be found in Attachment C of this Agreement.

IV. TOW TRUCK DRIVERS

A. The operator shall ensure that tow truck drivers responding to calls initiated by the RPD are qualified and competent employees of the operator. The operator shall ensure that the tow truck drivers are trained and proficient in the use of the tow truck and related equipment, including, but not limited to, the procedures necessary for the safe towing and recovery of the various types of vehicles serviced through -5-
I:\cmo\Agreements\Tow Service Agreement 2025-2028 FY25-0104.docx-ms RPD rotation. Tow truck drivers shall be at least 18 years old and possess the following minimum class driver license:

1. Class A tow truck - A valid Class C license, or a valid Class A license with valid medical certificate.

2. Class B tow truck - A valid Class C license for nonregulated vehicles, or a valid Class A license with valid medical certificate for regulated vehicles pursuant to CVC section 34500.

3. Class C tow truck - A valid Class A license with valid medical certificate.

B. The Class A (1) license must be endorsed to allow operation of special vehicle configurations and/or special cargoes (refer to Attachment B).

C. The operator shall maintain a current list of drivers.

1. The operator shall provide a current list of its drivers to the RPD upon implementation of this Agreement. The operator shall notify the RPD upon any change in driver status, including the addition of any new driver(s), or the deletion of any driver(s). An updated list shall be provided to the RPD within seven calendar days of any change in driver status.

2. Operator, shall as a minimum, maintain the following information for each employee:

a. Full name.
b. Date of birth.
c. California Driver License number.
d. Copy of valid medical certificate (if required).
e. Job title/description.
f. Current home address.
g. Current phone number.
h. Type(s) of truck(s) driver has been trained and instructed to operate.

D. All tow operator employees shall be fingerprinted by the RPD. The tow operator shall provide Department of Justice fingerprint fee as required by the RPD.

E. Tow operator shall have in its possession a tow truck operator’s permit issued by the Chief of Police.

V. RATES

A. Fees charged for response to calls originating from the RPD shall be reasonable and not in excess of those rates charged for similar services provided in response to -6-
I:\cmo\Agreements\Tow Service Agreement 2025-2028 FY25-0104.docx-ms requests initiated by any other public agency or private person. The reasonableness of the fees charged will be determined in the following manner:

1. The operator shall submit its retail hourly rate to the RPD Deputy Chief.

The RPD Deputy Chief shall determine the validity and reasonableness of the submitted rates.

a. Validity will be based upon telephone quotes, posted rates, area CHP rates and charges to retail customers. Any submitted rate in excess of the operator’s retail rate (as defined in Attachment A) will be considered invalid and will not be accepted. If the operator submits an invalid rate shall not be allowed to resubmit a new rate and will be disqualified from RPD rotation tow listing until the next enrollment period.

b. Reasonableness shall be determined as compared to other rates. If the operator submits a rate that is determined to be excessive, it shall be allowed to resubmit its rates only once.

2. In an effort to remain competitive in the open market, the operator may lower retail rates at any time by notifying the RPD. When the operator lowers its retail rate, that retail rate becomes the new approved RPD rate.

Operator may only raise rates for RPD calls during e nrollment periods or upon approval after a midterm review. Operator may raise rates for non - RPD calls at any time. Rates for RPD calls shall remain at the lowest retail rate until the next enrollment period.

3. If the operator charges rates above its retail hourly rates or submitted rates for a RPD call shall be in violation of this Agreement and subject to disciplinary action including termination of this Agreement.

B. The rate for towing shall be computed from portal to portal. Time expended shall be charged at a rate not to exceed the hourly rate. Time expended in excess of the minimums shall also be at the hourly rate in no more than 15-minute increments.

There shall be no additional charges for mileage and labor.

1. The operator may charge up to a thirty -minute minimum per call for base services.

2. The operator may charge up to a one -hour minimum per call on public safety response calls.

3. The operator may only charge a maximum of one-half hour rate for the towing or service calls for RPD vehicles or vehicles towed as evidence. -7-
I:\cmo\Agreements\Tow Service Agreement 2025-2028 FY25-0104.docx-ms

4. The operator shall base towing charges upon the class of vehicle being towed regardless of the class of truck used, except when vehicle recovery operations require a larger class truck.

C. Rates for a service call (out of gas, lockouts and tire changes) shall be from portal to end of service and may be at the hourly rate with up to a thirty-minute minimum.

Charges in excess of thirty minutes may be charged in no more than 15-minute increments

D. Fees for Special Operations.

1. For special operations involving Class B and C tow trucks, the operator shall submit its proposed fees for vehicle recovery operations and load salvage operations to the RPD Deputy Chief. Fees shall be reasonable and consistent with industry standards for similar operations. Charges in excess of thirty minutes may be charged in no more than 15-minute increments.

a. Hourly rates shall be established for the following:

i. Auxiliary Equipment, e.g., airbags, converter gear/dolly and additional trailers.

ii. Contracted Equipment, e.g., airbags, converter gear/dolly, additional trailers, forklifts, scoop loaders, etc.

iii. Contract labor.

b. The RPD Deputy Chief shall determine the reasonableness of the fees for these types of operations, based upon the average of the proposed fees submitted and a comparison to industry standards for similar operations.

2. Operator shall submit a markup rate (percentage of the cost to the operator) for retail equipment and specialized labor not otherwise listed on the application.

3. If the operator performs a service for which a required rate was not submitted to, and approved by, the RPD, the operator shall only be entitled to charge for the actual cost of that service. Example: contract labor rate not submitted; the operator may only charge for the actual rate paid for the labor.

E. The total fees charged for afterhours release shall be no more than one -half the hourly rate and shall only be allowed if there is no person on duty at the storage facility for release and a call back is required outside normal business hours. -8-
I:\cmo\Agreements\Tow Service Agreement 2025-2028 FY25-0104.docx-ms

F. Storage Fees.

1. The operator shall submit its proposed storage fees, for inside and outside storage, to RPD Deputy Chief. The RPD Deputy Chief shall determine the reasonableness of the fees for inside and outside storage, based upon the average of the proposed fees submitted by those applying for rotation.

2. The operator shall display in plain view at all cashiers' stations, a sign as described in Section 3070 of the Civil Code, disclosing all storage fees and charges in force, including the maximum storage rate.

3. Vehicles stored up to four ( 4) hours shall not be charged a storage fee.

Vehicles stored 24 hours or less shall be charged no more than one day storage. Each day thereafter shall be calculated by calendar day.

4. Store (outdoors) up to FOUR (4) evidentiary vehicles free of charge during the course of this Agreement. These evidence storage spots shall be located together and in one area that is out of the way from the day -to- day operations. This is to prevent tampering or unnecessary touching or handling of the vehicles. Additional vehicles held as evidence by RPD shall be charged no more than one half the normal daily rate unless approved by the RPD Deputy Chief.

5. Vehicles stored by the RPD for forfeiture shall be charged no more than three days storage.

G. This Section V entitled “Rate,” shall not apply if the operator responds to a RPD call in a location where towing rates for all tow companies are established by a city or county ordinance.

H. The approved schedule of rates charged by the operator shall be available in the tow truck and shall be presented upon demand to the person(s) for whom the tow services were provided, or his/her agent, or any RPD officer at the scene.

I. Rate requirements represent the maximums the operator may charge on a RPD call.

The operator is not precluded from charging less when deemed appropriate by the operator. These requirements shall not be construed as requiring a charge when the operator would not normally charge for such service.

1. No operator or employee of the operator shall refer to any rate as the minimum required or set by the RPD.

VI. COLLUSION
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I:\cmo\Agreements\Tow Service Agreement 2025-2028 FY25-0104.docx-ms A. The operator and/or applicant shall not conspire, or attempt to conspire, or commit any other act of collusion, with any other operator or applicant for the purpose of secretly, or otherwise, establishing an unfair understanding regarding rates or conditions to the Agreement that would bring about any unfair condition which could be prejudicial to the RPD, the motoring public, or other operator(s).

1. Examples of "collusion" include but are not limited to: conspiracy by any operator(s) to establish artificially high or low rate(s) for services performed pursuant to this Agreement, conspiracy or attempt to circumvent the midterm review process.

B. A finding by the RPD that the operator or applicant has been involved in collusion shall be cause for termination of this Agreement. The operator or applicant found to be involved in any act, or attempted act of collusion, shall be disqualified from participation on the RPD rotation tow list for the current term, plus three years.

VII. RESPONSE TO CALLS

A. The operator shall respond to RPD calls 24 hours per day, seven days a week, within the maximum response time as established by RPD Deputy Chief and as specified in Section I, of this Agreement. The operator shall respond with a tow truck of the class required to tow the vehicle specified by the RPD. The operator shall advise RPD dispatch, at the time of notification, if they are either unable to respond or unable to meet the maximum response time. If, after accepting the call, the operator is unable to respond or will be delayed in responding, the operator shall immediately notify the RPD Communications Center. The operator shall not assign initial calls to other tow operators.

1. A failure(s) to respond and/or repeated failure(s) to meet the maximum response time requirements shall constitute failure to comply with the terms and conditions of this Agreement.

a. The RPD Deputy Chief may take immediate disciplinary action for any flagrant violation of the requirement to respond within the maximum response time.

b. When the operator will be temporarily unavailable to provide services due to a preplanned/scheduled activity, e.g., vacation, maintenance or medical leave, it shall notify the RPD Deputy Chief at least 24 hours prior to the date that services will be unavailable, noting the times and dates of the unavailability.

B. The operator, or its employee(s) responding to a RPD call, shall perform the towing or service required for which it was called. This requirement may be waived by the RPD Incident Commander if the requested equipment is inadequate for the service to be performed.
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1. Any refusal to respond or to perform the required towing or service will subject the operator to suspension, if deemed appropriate by the RPD.

C. The operator shall not respond to a RPD call assigned to another operator unless requested to do so by the RPD.

1. There may be times when the operator assigned the initial RPD call may require the assistance of an additional operator at the scene. The operator assigned the initial call may, subject to prior agreement with the RPD Deputy Chief, and with the concurrence of the RPD Incident Commander, request a specific operator to assist him/her. The request shall be routed to the additional operator through the RPD.

2. There may be times when the operator, who was not called to a scene, comes upon a collision scene where a vehicle or vehicles are blocking a roadway and a RPD officer requests its assistance in clearing the roadway. In such a case, the operator may be requested to move the vehicle to a safe location, as directed by the offi cer, and leave it. There shall be no charge for this assistance, and the assistance provided shall not change the operator's place in the rotation.

D. Only the tow operator’s personnel and equipment requested shall respond to a RPD call. Additional personnel and equipment shall be at the approval of the RPD Incident Commander. This shall not preclude the operator from responding to an incident to ascertain if additional assistance or equipment is required. There shall be no addit ional charge for any personnel or equipment that is not necessary to perform the required service.

VIII. STORAGE FACILITY

A. The operator shall be responsible for the security of vehicles and property at the place of storage. As a minimum, a fenced or enclosed area shall be provided. The operator is responsible for the reasonable care, custody, and control of any property contained in towed or stored vehicles. Operator must display at the front of the business a sign which reads “To report any complaints, contact Redlands Police at 909-798-7681".

B. The operator shall obtain approval from the RPD prior to the removal of any property from a stored or impounded vehicle and shall provide a receipt, with a copy placed in the stored vehicle. The requirement to obtain approval from the RPD prior to the removal of property may be excused by the RPD Deputy Chief if it is determined that proper safeguards and procedures are utilized by the operator.

1. This requirement may not be waived in cases where a vehicle has been impounded for evidence or investigation.
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2. Upon approval from the RPD, the operator shall release personal property from an impounded or stored vehicle at the request of the vehicle owner or his/her agent.

a. There shall be no charge for the release of personal property during normal business hours. Operator may charge an afterhours release fee for property released after normal business hours. The fees charged shall be consistent with the afterhours vehicle release provisions.

b. “Personal property” are items which are not affixed to the vehicle.

i. Personal property includes papers, transportable cellular telephones, pull-out radios, portable radios and/or portable stereo equipment, clothes, luggage and tools.

3. Cargo shall be released upon demand of the carrier or pursuant to a court order.

C. The primary storage facility shall normally be at the same location as the business address. If not at the same location, there shall be no charge for any additional distance traveled to and from a secondary location. The vehicle and/or personal property shall be released at the primary storage facility or place of business (when the primary storage facility and the place of business are not at the same location) upon request of the owner or a person having a legal entitlement to the vehicle and/or property.

1. Prior to the utilization of new storage facilities that were not listed on the application for rotation tow listing, the operator shall obtain the Field Services Division Commander's approval and furnish the address.

D. Tow operator shall maintain sufficient storage spaces.

E. The operator's place of business shall have a sign that clearly identifies it to the public as a towing service. The sign shall have letters that are clearly visible to the public from the street. The sign shall be visible at night.

F. For the purpose of this Agreement, "normal business hours" shall be 8:00 a.m. to 6:00 p.m., Monday through Friday, except for the following state recognized holidays:

1. New Year's Day, Martin Luther King Day, Lincoln Day, Presidents’ Day, Memorial Day, Independence Day, Labor Day, Columbus Day, Veterans Day, Thanksgiving Day, day after Thanksgiving Day, and Christmas Day. -12-
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2. Business hours shall be posted in plain view to the public.

3. Operator’s employees shall be properly trained to conduct business transactions related to towing, storage and release of vehicles/property.

G. The release of vehicles shall be conducted in accordance with RPD procedures.

IX. INSURANCE

A. The operator shall maintain the following minimum levels of insurance from an insurance carrier admitted in California or admitted in the state in which the operator’s business is located and is authorized to do business in California:

1. Commercial Business Automobile Liability (as required by Section 16500.5 of the California Vehicle Code) - Bodily injury and property damage with a combined single limit of not less than $500,000 for Class A tow trucks. The combined limits for Classes B, C, and D shall not be less than $1,000,000. These minimum standards are to include non-owned and hired auto coverage.

2. Uninsured Motorist - Legal minimum, combined single limit.

3. On-Hook Coverage - Ensuring the vehicle in tow with limits based on the size of the tow truck.

a. Class A tow truck $25,000
b. Class B tow truck $50,000
c. Class C tow truck $100,000
d. Class D tow truck $100,000

4. Garage Liability - Includes premises and operations. Coverage for bodily injury and property damage with a combined single limit of not less than $500,000.

5. Garage Keepers Liability - Shall be the same minimum as on-hook coverage for vehicles in the care, custody, and control of the operator in the storage yard.

6. Workers' Compensation Insurance - Legal minimum requirement.

B. Proof of insurance shall be in the form of a certificate of insurance. Policy expiration or cancellation shall result in the immediate termination of this Agreement. The operator's insurance policy shall provide for the immediate -13-
I:\cmo\Agreements\Tow Service Agreement 2025-2028 FY25-0104.docx-ms notification to the RPD in the event that the insurance policy has expired or is canceled. Additionally, the operator shall notify the RPD in advance of the expiration or cancellation of the operator’s insurance policy.

C. Failure of the operator to maintain the minimum insurance requirements set forth in this Agreement shall immediately terminate this Agreement, remove the operator from the RPD rotation tow list and be subject to disciplinary action.

X. INSPECTIONS

A. The RPD shall conduct at least one annual inspection of all tow trucks at no charge to the operator. The RPD may conduct additional inspections without notice during normal business hours. The operator shall not dispatch a tow truck (to a RPD call) that has not been inspected and approved by the RPD. The RPD shall inspect a tow truck within thirty days of a request from the operator.

1. If the operator fails an inspection by RPD or the CHP is entitled to only one reinspection. Failure to pass the reinspection shall be cause for the disqualification of the tow truck from use on RPD rotation. The tow truck shall be disqualified until the next enrollment period.

XI. BUSINESS RECORDS

A. The operator shall maintain records, at its place of business, of tow services furnished.

1. Invoices shall at a minimum include a description of vehicle(s), nature of service, start time, end time, location of call and itemized costs of towing and storage. Release information shall include date and time of release and shall include a copy of the RPD release authorization.

2. Records for each call shall indicate the tow truck driver’s name and truck used.

B. The operator shall also maintain business records relating to personnel, insurance, personnel taxes, payroll, applicable operating authorities, local operating authorities, lien sale actions, FCC licensing, and non-RPD tows.

C. The RPD may inspect all operator records without notice during normal business hours.

D. Operator shall permit the RPD to make copies of business records at their place of business, or to remove business records for the purpose of reproduction.

1. The RPD shall provide a receipt for any (original) records removed from the place of business.
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E. Records shall be maintained and available for inspection for a period of two years plus the current term of this Agreement.

F. Failure of the operator to comply with the inspection requirements shall be cause for suspension, if deemed appropriate by the RPD.

XII. FINANCIAL INTEREST

A. No operator or applicant shall be directly involved in the towing related business of any other operator or applicant within the City of Redlands. "Directly involved" shall mean anything in common between operators or applicants with regards to any of the following: 1) business licenses; 2) insurance; 3) tow truck or equipment ownership; and 4) employees.

B. Storage facilities owned by the operator, and shared with another operator, shall only be approved if the owner/operator charges for the space exclusively on a flat monthly rate rather than a vehicle-by-vehicle basis, or combination thereof.

1. Facilities shared by operators shall be physically separated and secured from each other. The RPD Deputy Chief may waive this requirement if deemed appropriate.

C. The sale or transfer of the controlling interest in operator shall immediately terminate this Agreement. The new owner(s) may apply for a rotation tow listing at any time during the remainder of the current Agreement term, regardless of the enrollment period.

D. A terminated or suspended operator and the tow business it owned at the time of its suspension or termination shall not be eligible for a rotation listing for the duration of the suspension or termination.

1. This provision applies to the operator working in any capacity within any tow business, or operating any tow business, and to the tow business, even if operated under new ownership.

E. Any violation of this section is cause for suspension, if deemed appropriate by the RPD.

XIII. ANNUAL MEETINGS

A. The RPD Deputy Chief may conduct, at a minimum, one annual meeting to discuss issues concerning the tow rotation. Attendance shall be mandatory at all meetings for the operator or its designee wishing to remain on rotation. The RPD shall give the operator thirty (30) days written notice of any such meetings. -15-
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XIV. DEMEANOR AND CONDUCT

A. While involved in RPD rotation tow operations or related business, the operator and/or its employee(s) shall refrain from any act(s) of misconduct, to include, but not be limited to, any of the following:

1. Rude or discourteous behavior.

2. Lack of service, selective service or refusal to provide service which the operator is/should be capable of performing.

3. Any act of sexual harassment or sexual impropriety.

4. Unsafe driving practices.

5. Exhibiting any objective symptoms of alcohol and/or drug use.

6. Appearing at the scene of a RPD rotation tow call with the odor of an alcoholic beverage emitting from his/her breath.

a. The operator/tow truck driver shall submit to a preliminary alcohol screening test upon demand of the RPD.

B. All RPD related tow service complaints received by the RPD against the operator or its employee(s) will be accepted and investigated in a fair and impartial manner.

As a result of the investigation, the RPD may initiate disciplinary action as deemed appropriate. In any event, the operator will be notified of the results of any investigation.

C. Should the filing of criminal charges be a possibility, the RPD will conduct the investigation to conclusion or assist the lead investigating agency and, if warranted, request prosecution.

D. Any violation of this section is cause for suspension, if deemed appropriate by the RPD.

XV. COMPLIANCE WITH LAW

A. The operator and its employees shall, at all times, comply with federal, state, and local laws and ordinances, which include, but are not limited to, those laws which are applicable to the operator (refer to Attachment B for selected Vehicle Code and Civil Code Sections).
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1. In the event of a minor traffic violation(s) by the tow truck driver(s) which is/are known by the RPD, the operator shall be advised of the violation(s) by the RPD. The operator will be granted the opportunity to take necessary steps to ensure that its driver(s) drive(s) in compliance with law. Any subsequent traffic violation(s) may be cause for disciplinary action against the operator and/or the involved employee(s).

2. Any flagrant traffic violation(s) may be cause for immediate disciplinary action against the operator and/or the involved employee(s).

B. The provisions contained in this Section XV, Compliance with Law, do not preclude the RPD from taking appropriate enforcement or administrative action for any violations of law.

C. Any conviction of the operator involving a stolen or embezzled vehicle, fraud related to the towing business, stolen or embezzled property, a crime of violence, a drug related offense, felony driving while under the influence of alcohol and/or a drug, misdemeanor driving while under the influence of alcohol and/or a drug while involved in a RPD rotation tow call, or moral turpitude shall be cause for denial of application or termination of this Agreement.

D. Any conviction of an employee involving a stolen or embezzled vehicle, fraud related to the towing business, stolen or embezzled property, a crime of violence, a drug related offense, felony driving while under the influence of alcohol and/or a drug, misdemeanor driving while under the influence of alcohol and/or a drug while involved in a RPD rotation tow call, or moral turpitude shall be cause for the removal of the employee from the list of current RPD rotation tow truck drivers.

E. The operator, or its employee, arrested/charged for a violation involving any of the above crimes may be suspended until the case is adjudicated.

XVI. COMPLIANCE WITH AGREEMENT

A. The operator agrees, as a condition of inclusion on the rotation tow list, to comply with the terms and conditions of this Agreement. Furthermore, the operator agrees that failure by the operator or its agents to comply with these terms and conditions shall be cause for written reprimand, suspension, or termination from the RPD rotation tow list(s). Alleged violations of this Agreement will be investigated by the RPD. The operator will be notified of the RPD's findings within 30 days of the conclusion of the investigation.

XVII. DISCIPLINARY ACTION

A. The RPD Deputy Chief may take disciplinary action against the operator for violations of this Agreement. The RPD Deputy Chief shall retain discretion -17-
I:\cmo\Agreements\Tow Service Agreement 2025-2028 FY25-0104.docx-ms regarding the length of any suspension imposed pursuant to the terms and conditions of this Agreement.

B. Records of violations shall be retained by the RPD for at least 36 months.

C. The following major violations shall be cause for immediate suspension:

1. A violation of the equipment requirements related to safety.

2. A violation of the GVWR and safe loading requirements of a tow truck This includes exceeding the tow truck’s GVWR, front axle weight rating, rear axle weight rating, maximum tire weight ratings, or not maintaining 50% of the tow truck’s unladen weight on the front axle when lifting/carrying a load.

3. A violation of overcharging.

4. A violation of the Redlands Police Department or CHP Biennial Inspection of Terminals (BIT) Program requirements. Any unsatisfactory rating shall be cause for immediate suspension.

5. Failure of the operator to satisfy a court order mandating reimbursement to the vehicle or property owner for the damage or loss which occurred while the vehicle was in its custody.

6. Failure of the operator to comply with the inspection requirements of this Agreement.

7. Failure of the operator to provide the monthly report, or to pay program or release fees as required by this Agreement.

8. Failure of the operator to maintain the minimum insurance requirements set forth in the Agreement.

D. The suspension for the above violations shall remain in effect until the period of suspension imposed is completed, and any and all violation(s) have been corrected and it is confirmed by the RPD that the operator is in full compliance with this Agreement.

E. Failure of the operator or its employee to comply with this Section XIV, Demeanor and Conduct, and/or Section XV, Compliance with Law, may be cause for suspension if deemed appropriate by the RPD Deputy Chief.

1. Minor traffic violations may be considered as minor violations of this Agreement.

2. A tow truck driver, not under the immediate observation of the operator, while on-duty and driving a tow truck, who is arrested and subsequently convicted for misdemeanor while driving under the influence of alcohol and/or drugs, will be subject to suspension from participating as a tow truck driver under the provisions of this Agreement. The length of suspension will be at the RPD Deputy Chief discretion.
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I:\cmo\Agreements\Tow Service Agreement 2025-2028 FY25-0104.docx-ms F. There shall be no approval of equipment that is not in compliance with the equipment specifications contained in this Agreement at the time of reinstatement.

Sections of this Agreement which are commonly referred to as "grandfather clauses" shall no longer apply to the operator who is suspended for one year or more.

G. Major Violations. Violations of the terms and conditions of this Agreement that are subject to suspension for the first violation are categorized as major violations. Any subsequent or continuing major violations shall be cause for termination.

1. Termination shall be invoked if, in the RPD's judgment, continued participation in the Rotation Tow Program by the affected tow operator may result in a hazard to public safety and/or welfare, or the operator or its employee has been convicted of a crime listed in Sections XVC and XVD, respectively.

2. In lieu of termination, the RPD may impose additional suspensions for longer periods, if deemed appropriate.

H. Minor Violations. Except as specifically stated in this Agreement, minor violations of the terms and conditions of this Agreement may be cause for disciplinary action in the following manner.

1. 1st violation in 12 months - letter of written reprimand.

2. 2nd violation in 12 months - 30-day suspension.

3. 3rd violation in 12 months - 60-to-90-day suspension.

4. 4th violation in 12 months - termination of this Agreement.

a. In lieu of a termination, the RPD may impose additional suspensions for longer periods, if deemed appropriate.

I. Nothing herein shall be deemed to prohibit the RPD from immediately suspending any operator whose conduct, or that of its employee(s), in the discretion of the RPD Deputy Chief, is deemed to be a danger to the motoring public or who has engaged in conduct constituting a flagrant violation of an RPD Tow Service Agreement.

XVIII. DISCIPLINE PROCESS AND APPEALS

A. If the operator is in minor violation of this Agreement, operator shall be notified in writing of the violation by the RPD Deputy Chief. The notice of violation shall be mailed to the operator at the address supplied in the “Operator Approval” portion of this Agreement.
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I:\cmo\Agreements\Tow Service Agreement 2025-2028 FY25-0104.docx-ms B. If the operator is in major violation of the Agreement or facing suspension/termination shall be notified in writing of the violation by the RPD Deputy Chief. The notice of violation shall be delivered to the operator at the address supplied in the “Operator Approval” por tion of this Agreement. A confirmation notice of violation shall be mailed to the operator at the address supplied in the “Operator Approval” portion of this Agreement. Except where public safety may be in jeopardy, immediate suspension shall not be in effect until a notice of violation is delivered to the operator. Service is deemed complete when a notice of violation is delivered to the operator or employee of the operator.

C. In the event the RPD serves the operator with a written reprimand or suspension, the operator may request a hearing within seven calendar days by submitting a request in writing to the RPD Deputy Chief. If a hearing is requested, it shall be held as soon a s practicable. The hearing shall be conducted by the RPD Deputy Chief or his/her designee and the operator shall be entitled to present all relevant facts and circumstances in support of his/her position. The operator shall be further entitled to present testimony of at least one representative of a tow truck association or other qualified person. The operator shall be notified in writing of the decision of the RPD Deputy Chief, within ten business days of the date of the hearing.

D. Following a hearing, if the operator is dissatisfied with the RPD Deputy Chief’s decision, the operator may request an appeal by submitting a request in writing to the RPD Division commander within seven calendar days. If an appeal is requested, it shall be held as soon as practicable. The appeal shall be conducted by the Chief of Police or his/her designee. The operator shall be notified in writing of the decision of the Chief of Police within ten business days of the date of the appeal. The Chief of Police’s decision shall be subject to no further administrative appeal.

E. A suspension shall not take effect until the hearing and appeal process has been exhausted, with the exception of operator whose conduct is deemed to be a danger to the public or whose conduct grossly violates the terms and conditions of this Agreement. If the operator fails to request a hearing or appeal within the specified time or fails to appear at a scheduled hearing or appeal, the action taken by the RPD Deputy Chief or Chief of Police shall be final, and the suspension shall take effect upon written notification to the operator by the RPD Deputy Chief.

XIX. MIDTERM REVIEW OF THE TERMS AND CONDITIONS

A. The purpose of this section is to provide a process for a midterm review of the terms and conditions of this Agreement in the event that there is a legitimate and substantial change in conditions or law affecting the entire towing industry or the RPD. Examples of conditions may include, but not be limited to:

1. Substantial increase or decrease in business expenses.

2. Advances in technology in the industry related to safety issues. -20-
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3. Changes in law requiring the RPD or the operators to perform specific functions or operations in order to comply.

4. Changes in the terms and conditions of this Agreement brought about as a result of recommendations from the RPD Deputy Chief and approved by the Chief of Police or his/her designee.

5. Proposed changes to the terms and conditions agreed upon by the RPD Deputy Chief and the operators at the time that the Agreement was signed (e.g., response times).

B. A midterm review of the terms and conditions of this Agreement may only be granted by the Chief of Police.

1. A request for a midterm review of the terms and conditions of this Agreement shall be communicated to the RPD Deputy Chief in writing, from a representative(s) of the towing industry, not merely at the request of a single operator. The RPD Deputy Chief may also request a midterm review if he/she feels it is in the best interests of the public, the tow industry, and/or the Department. The RPD Deputy Chief will route all legitimate requests for midterm review with all pertinent information, through channels, to the Office of the Chief of Police.

2. Conditions indicating a need for midterm review must be substantial and must affect the entire towing industry or the RPD.

a. For purposes of this Agreement, the midterm review process is not intended to provide relief for a single operator who wishes to increase their rates or change any other term or condition of this Agreement, to compensate for financial problems brought about as a result of business decisions or conditions which affect a small percentage of the industry.

3. A request for review will not be processed if there are 60 days or less remaining in the term of this Agreement.

C. A midterm review, when granted by the Chief of Police or his/her designee, will not automatically authorize a change in the terms and conditions of this Agreement.

If a midterm review is announced by the Chief of Police, or his/her designee, it is the responsibility of the RPD Deputy Chief to conduct a review of the conditions which initially caused the request to be communicated and to determine if the change is justified.

1. The RPD Deputy Chief, after completing the review of all pertinent issues, may authorize the operators to submit their proposed changes or he/she may -21-
I:\cmo\Agreements\Tow Service Agreement 2025-2028 FY25-0104.docx-ms notify the operators of the changes to be implemented and direct them to comply with those changes. If, after evaluating all pertinent information, the RPD Deputy Chief authorizes or directs a change in the terms and conditions of the Agreement, or if he/s he decides that a change is not justified, he/she shall notify the towing industry representative within 14 calendar days of the date of the Chief of Police's announcement authorizing the midterm review.

a. Operators shall resubmit their proposed changes in writing to the RPD Deputy Chief within seven calendar days of the date that the RPD Deputy Chief announces his/her decision. Failure to resubmit a written proposal within the specified time may result in t he operator forfeiting its ability to propose more equitable conditions or rates or may be cause for disciplinary action or termination of the Agreement.

i. If the proposed change affects tow rates only, operators shall resubmit their proposed rates on a new application (CHP 34A). The new application shall contain only the information pertinent to the rate proposals. When received by the Police Department, the new application will be attached to the original application for the current term.

ii. The RPD Deputy Chief shall determine the reasonableness of the rate, based upon the average of the proposed rates submitted. An additional page with the new rate(s) shall be signed and attached to the original.

2. In the event that the towing industry representative(s) is/are dissatisfied with the RPD Deputy Chief’s decision, the towing industry, through its representative(s), may request an appeal by submitting a request in writing to the Chief of Police within seven calendar days. If an appeal is requested, it shall be conducted by the Chief of Police, or his/her designee, as soon as practicable. The number of representatives at the appeal shall be limited to a maximum of two. A designated representative shall be notified in writing of the decision of the Chief of Police within seven calendar days of the date of the hearing.

3. In the event that the RPD Deputy Chief’s decision is to direct the operators to resubmit rates which are more reasonable than the current rates, the new rate application process shall not be initiated until the hearing and appeal process is exhausted. If the towing industry, or its representative(s), fail(s) to request a hearing or appeal within the specified time, or fail(s) to appear at a scheduled hearing or appeal, the decision of the RPD Deputy Chief shall be final, and the new rate application process shall begin. -22-
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4. In the event that the RPD Deputy Chief’s decision is to direct the operators to comply with a change to any other term or condition of this Agreement, e.g., change in response times, the new terms and conditions shall not be initiated until the hearing and appeal process is exhausted. If the towing industry, or its representative(s), fail(s) to request a hearing or appeal within the specified time, or fail(s) to appear at a scheduled hearing or appeal, the decision of the RPD Deputy Chief’s shall be final, and the new rate application process shall begin.

XX. ADVERTISING

A. The operator shall not display any sign or engage in any advertisement indicating an official or unofficial connection with the RPD or the Department of Motor Vehicles.

1. Examples include, "Official RPD Tow," "Approved by RPD," "RPD Rotation Tow,” and “Police Tow”.

2. This will not preclude the RPD Deputy Chief from implementing a system to mark and identify a particular tow truck as having passed the RPD inspection.

B. Any violation of this section is cause for suspension. At a minimum, the suspension shall be for the duration of the advertisement.

XXI. STORAGE

The operator shall maintain available space of adequate area to store and protect disabled vehicles. Such storage space will meet the following standards.

1. Storage lots shall be a minimum area of 60,000 square feet and shall accommodate a minimum of 200 vehicles. Such lots shall be properly fenced in accordance with the zoning and building requirements of the City and be screened from all public rights-of-way and be at least six feet in height. Lots must be equipped as to provide adequate lighting during the hours of darkness, and further will be provided with facilities for locking or otherwise securing the same. Lots should be so located as to be under constant surveillance of the operator and located in an area subject t o police patrol.

2. Vehicles requiring special handling for investigation, i.e., fingerprinting, photographing, searching, etc., must be under roof, in a building capable of being secured. Such vehicles will not be moved or touched after storage therein without the consent of the Redlands Police Department Investigating Officer.

3. When it is necessary to remove vehicles other than those in subsection 2 of this Section to other storage facilities to make space available for current impounds, the -23-
I:\cmo\Agreements\Tow Service Agreement 2025-2028 FY25-0104.docx-ms Police Department shall be notified in writing within 24 hours of the new location of such vehicles. The new location will meet the requirements established in this chapter.

XXII. RECORD OF IMPOUNDMENT AND STORAGE

The operator shall keep records of all vehicles ordered impounded and stored by the Redlands Police Department, at its place of business. Such records shall be available to members of the Redlands Police Department and to any other person specifically auth orized in writing by the Redlands City Manager.

A. Records shall include, but not be limited to:

1. CHP Form 180 Report of Impounded Vehicles.

2. CHP Form 126 Report of Notification of Impound.

3. City Police Department vehicle release order.

4. Copies of registered letters to vehicle owners.

5. Inventory lists of personal property in impounded and stored vehicles.

6. Charge sheets listing tow charges and storage fees against each individual vehicle, and when possible, will contain the owner's release (signature).

B. The Records listed in subsection A of this Section will be maintained in jacket files by date of impound or storage and readily available for the police officer in charge of the investigation, or responsible members of the California Highway Patrol or by any person specifically authorized in writing by the City Manager.

XXIII. WRITTEN PERMISSION REQUIRED TO DO SERVICE OR WORK

The operator shall not perform any service or work upon any police impound in his possession without first obtaining written permission from the vehicle owner or his agent. No work or contract will be entered into between the tow service and operator and the vehicle owner or his agent until the vehicle has been released in writing by the Redlands Police Department.

XXIV. MONTHLY REPORT OF VEHICLES IN STORAGE

The operator shall render a report each month to the Redlands Police Department listing the vehicles remaining in storage. Report shall specify the period of time of storage of the vehicle not being claimed by the owner.

XXV. PROGRAM FEES

A. The operator shall pay the following fees to the City in connection with the operator's participation in the rotational tow program:

1. For all Impounded and Stored Vehicles $168 program fee -24-
I:\cmo\Agreements\Tow Service Agreement 2025-2028 FY25-0104.docx-ms B. The tow operator in not responsible for paying a program fee to the Police Department for vehicles towed for evidence purposes, vehicles stored under CVC 22651 (c), Recovered Stolen Vehicle or CVC 22651 (g), Incapacitated Driver.

C. The operator shall render a report each month to the Redlands Police Department listing the vehicles towed. The report shall be on a form specified by the Redlands Police Department and will accompany the required program fees for that month.

The report shall cover the previous calendar month and shall be provided within 15 working days.

XXVI. CANCELLATION

This Agreement may be canceled by either party, by giving ten (10) days prior written notice to the other party.

XXVII. ATTORNEY’S FEES

In the event any action is commenced to enforce or interpret the terms, conditions or provision of this Agreement the prevailing party shall, in addition to any costs and other relief, be entitled to the recovery of its reasonable attorneys’ fees, including fees for the use of in -house counsel by a party.
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I:\cmo\Agreements\Tow Service Agreement 2025-2028 FY25-0104.docx-ms I. OPERATOR APPROVAL

I certify that I have read and understand this Tow Service Agreement and agree to abide by all provisions. I further warrant and represent that I have the authority to bind operator to the obligations under this Agreement.

I agree to indemnify, defend and save harmless the City of Redlands and its elected officials, officers, agents and employees from any and all claims and losses accruing or resulting from operator’s or operator’s officers, employees and agent’s acts or omi ssions in connection with the performance of this Agreement, and from any and all claims and losses accruing or resulting from operator’s or operator’s officers, employees and agent’s acts or omissions to any person, firm, or corporation who may be injured or damaged by the operator in the performance of this Agreement.

The operator, and the operator’s officers, employees and agents, in the performance of this Agreement, shall act in an independent capacity and not as officers or employees or agents of the City.

OPERATOR APPROVAL

Signature Typed Name
Company Title Date
Business Address Phone Number

APPROVED:

Rachel Tolber, Chief of Police Mario Saucedo, Mayor

ATTEST:

Jeanne Donaldson, City Clerk

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ATTACHMENT ‘A’

DEFINITIONS

APPEAL

The final level of review for written reprimands, suspensions, terminations, or review of the RPD Deputy Chief’s decision regarding the midterm review process. An informal review conducted by the RPD Deputy Chief or his/her designee, at which the operator may present evidence or witnesses to show that an action taken by the RPD Deputy Chief was improper, or to mitigate the action taken.

BASE SERVICES

Any service or tow which is performed when the vehicle operator or agent is present and the vehicle is not stored at the direction of an officer.

CHIEF OF POLICE

The Chief of Police of the Redlands Police Department.

CHP

The Department of the California Highway Patrol.

ENROLLMENT PERIOD

The period of time when a tow company may submit an application for inclusion on the rotation tow list. The enrollment period will be open for at least 30 days and the dates will be determined by the RPD Deputy Chief.

DURATION OF THE TOW SERVICE AGREEMENT (TSA)

The duration of this TSA shall be set by the RPD Deputy Chief for no less than one year and no longer than three years.

INCIDENT COMMANDER

The uniformed RPD member present at the incident who has scene management responsibilities.

LOAD SALVAGE OPERATIONS

Any operation involving the recovery of a load which has been spilled, or the off -loading and reloading of a load from an overturned vehicle performed in order to upright the vehicle. This will be limited to operations involving Class B, and C tow trucks.

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MAJOR VIOLATIONS

Violations of the Tow Service Agreement which are serious enough to require suspension or termination as the first level of disciplinary action.

MINOR VIOLATIONS

Violations of the Tow Service Agreement which are not flagrant and will generally result in a notice of proposed suspension as the first level of discipline. Subsequent minor violations may result in suspension.

NOTICE

All notices relating to this Agreement shall be in writing and delivered to the other party in person, via FAX, or by US mail.

OFFICE OF THE CHIEF OF POLICE

Chief of Police or RPD Deputy Chief.

OPERATOR

A tow service which has been issued a Letter of Authorization, has signed the Tow Service Agreement, and is approved to receive RPD referred calls. The term "operator" refers to the company, its owner(s), and its manager(s) who have authority to enter into an Agreement with the RPD for towing services and to conduct business in accordance with the terms of this Agreement, and its employees.

PARTY OF INTEREST

Refers to the registered owner of the vehicle, or his/her agent. An agent is a party who may lawfully act on behalf of the registered or legal owner of the vehicle.

Deputy Chief (RPD Deputy Chief)

The Deputy Chief in charge of the Redlands Police Department Field Services Division.

PORTAL TO PORTAL

Service shall start at the time of departure from the place of business or point of dispatch, whichever is closer to the location of the call, and shall end at the estimated time of return to the place of business or the completion of the call, if another call is pending, whichever is shorter.

Return to place of business includes a reasonable and verifiable amount of time required to place the tow truck back into service when unusual circumstances require additional time that are not part of normal operating procedures. (Examples: 1) 4 X 4 recovery in the mud: reasonable to charge for cleaning mud from truck and equipment, 2) burned car on car carrier: reasonable to charge for cleaning burn debris from carrier bed, 3) car towed from side of road on misty night A-3
and leaves mud track on bed of carrier: not reasonable to charge for cleaning of carrier bed.) For the purpose of this Agreement, "Portal to Portal" shall also mean "Portal to End of Service."

POSSESSION

Pursuant to Section 3068 of the Civil Code, possession is deemed to arise when the vehicle is removed and is in transit.

PUBLIC SAFETY RESPONSE

A response which results in a storage of a vehicle at the direction of an officer. This does not include a storage at the request of the vehicle operator, registered owner, or agent.

REPRESENTATIVE

A person or group of persons appointed by the operators within the City of Redlands, designated to represent their interests to the RPD Deputy Chief.

RESPONSE TIME

The period of time from the operator's notification by a RPD Communications Center of a call to the arrival of the tow truck at the location requested.

RPD

Redlands Police Department

RETAIL RATE
The usual customary retail rate charged by the operator to individual retail customers. This is the competitive rate a company has posted in the office and quotes over the phone.

SUSPENSION

Removal of the operator from the RPD rotation tow list for a specified period of time.

Suspensions may be for periods longer than the current term of the Agreement.

TERMINATION

Permanent removal of a tow operator from the RPD rotation tow list for the remainder of the term of the Tow Service Agreement and disqualification from any further participation in the Department's Rotation Tow Program.

TOW TRUCK
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A tow truck as defined in Section 615 of the California Vehicle Code. Also includes slide back carriers and wheel lift vehicles.

TOW SERVICE AGREEMENT

A document which sets forth the terms and conditions of an Agreement between the operator and the RPD Deputy Chief representing the RPD.

VEHICLE RECOVERY OPERATION

An operation involving the process of up righting an overturned vehicle or returning a vehicle to a normal position on the roadway which requires the use of auxiliary equipment due to the size or location of the vehicle. This will normally be limited to operations requiring a Class B or C tow truck(s).

WAIVER OF REQUIREMENTS

Special circumstance provides temporary relief from selected terms and conditions of the Tow Service Agreement.

WRITTEN REPRIMAND

A written notice to the operator which specifies any violation(s) of the Tow Service Agreement, orders corrective action, and warns of further action(s) to be taken if corrective action is not taken.

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ATTACHMENT ‘B’

Applicable California Vehicle Code and Civil Code Laws

Note: The laws which govern a tow operator's business and vehicle operations are included in, but not limited to, this Attachment. The list of laws included herein is intended as a general guide only. It is the tow operator's responsibility to know and comply with all federal and state statutes and all local ordinances relating to his/her business operations; including those which are and are not listed in this document, any new statutes or ordinances subsequently adopted, as well as amendments, repeals, or modifications of existing statues and ordinances including but not limited to those described in this attachment.

GENERAL

The operator shall be able to properly conduct a lien sale as outlined in Division 11, Chapter 10, Article 2, beginning with Section 22851 of the California Vehicle Code (CVC).

The operator and/or his/her agents, who drive tow trucks, shall be properly licensed in accordance with Section 12804.9 of the California Vehicle Code.

Commercial driver licenses must be endorsed to allow operation of special vehicle configurations and/or special cargoes. The following table shows the correct license class and endorsement for the vehicle or cargo being transported:

Vehicle Type or Cargo Class License Endorsement
Code
Pulling more than one trailer A T
Transporting passenger for hire A or B P
Tank vehicle A or B N
Hazardous materials A, B, or C H
Tank vehicle with hazardous materials A, B, or C X

Tow truck drivers shall have the proper class of license and endorsement(s) for the vehicle and cargo being transported, as shown above.

1. Whenever tank vehicles, double trailers, and/or hazardous materials carriers are towed or driven, the driver is required to possess the appropriate class of license and endorsement.

2. Empty buses can be towed without the passenger transport endorsement, but the tow truck driver must have the passenger transport endorsement if the bus is driven by him/her, even without passengers.

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A. The actual driving of damaged vehicles or vehicles being serviced requires that the Class A license not be restricted to towing vehicles.

3. Commercial vehicle operators or operators of vehicles requiring a special certificate must possess both the appropriate license and certificate and be in possession of a valid medical card.

A. The operator shall comply with the provisions contained in Division 4, Chapter 2 (Reports of Stored Vehicles) of the California Vehicle Code.

B.. The operator shall comply with the provisions of Section 10854 of the California Vehicle Code.

C. The operator shall comply with the provisions of Section 12110 of the California Vehicle Code.

D. The operator shall comply with the provisions of Division 11, Chapter 9, relating to stopping, standing, or parking, and Chapter 10, relating to the removal and disposition of vehicles.

E. Tow trucks shall comply with appropriate lighting and equipment requirements for motor vehicles as contained in the California Vehicle Code.

F. Tow trucks towing disabled legal vehicles or legal combination of vehicles shall comply with the vehicle size and weight limitations contained in Division 15 of the California Vehicle Code.

1. Tow operators may obtain transportation permits, which allow specific variances on these vehicle length and weight limitations, through the California Department of Transportation or local authorities with respect to highways under their respective jurisdictions.

a. The California Department of Transportation issues permit to requesting operators on an annual basis. The permit allows the movement of disabled legal vehicles under the following conditions:

i. Disabled legal vehicles or legal combination of vehicles may be towed on state highways to the nearest appropriate place of repair, or nearest secure storage area that is appropriate for the vehicle or load, whichever is closest and most accessible. It is not the intent of this permit to allow these combinations to be towed to their ultimate destination for convenience, unless that destination meets the foregoing criteria.

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ii. Disabled legal vehicles or combination of vehicles, when connected to a tow truck, may exceed legal gross weight limitations.

When one end of a truck or truck tractor of legal weight is elevated by a tow truck, the drive axles, the tow truck and/or the drive axle(s) of the disabled vehicle may exceed legal axle or axle group weight limitations. If any axle or axle group exceeds legal weight, movement will be limited to specific routes.

b. Disabled vehicles or combination of vehicles whose movement is authorized by a transportation permit, or any disabled vehicle or any combination of vehicles which, because of damage, has incurred distortion in width or height, causing the vehicle to be in excess of legal dimensions, may be moved at the direction of a peace officer or single trip permit issued by the California Department of Transportation.

c. The driver of a tow truck, operating under a transportation permit, shall comply with all the terms and conditions of the permit.

G. The operator shall comply with the provisions of Sections 3068 through 3074 of the California Civil Code.

H. The operator shall comply with Sections 182, 470, and 532 of the California Penal Code, relating to fraud, and conspiracy to commit fraud.

I. The operator shall comply with the provisions of Sections 17200 and 17500 of the California Business and Professions Code, relating to fraudulent or unfair business practices, or false or misleading statements.

4. Specific California Vehicle Code Requirements Relating to Tow Trucks

A. Summarized California Vehicle Code Provisions

1. Unlawful Advertising (25). "It is unlawful for any person to display any sign, mark, or advertisement indicating an official connection with either the Department of Motor Vehicles or the Department of California Highway Patrol unless such person has lawful authority, permission, or right to make such display."

2. Tow Truck (615). "(a) A 'Tow Truck' is a motor vehicle which has been altered or designed and equipped for and primarily used in the business of towing vehicles by means of a crane, hoist, tow bar, tow line, or dolly or is otherwise exclusively used to ren der assistance to other vehicles. A “roll-back carrier" designed to carry up to two vehicles is also a tow truck. A trailer for hire that is being used to transport a vehicle is a tow truck. 'Tow truck' does not include an automobile dismantlers vehicle."
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NOTE: A vehicle which is not exclusively used in the business of towing vehicles nor used to render assistance to other vehicles is not a "tow truck" as defined above and need not comply with the requirements of the California Vehicle Code Sections cited in this attachment. Such a vehicle shall not be equipped with the flashi ng amber warning lights permitted on "tow trucks," and is not entitled to special parking privileges under Section 22513.

3. Portable Dolly (4014). "Any portable or collapsible dolly carried in a tow truck or in a truck used by an automobile dismantler and used upon a highway exclusively for towing disabled vehicles is exempt from registration."

4. License Plates (5201). "(a) The rear license plate on a tow truck may be mounted on the left -hand side of the mast assembly at the rear of the cab of the vehicle, not less than 12 inches nor more than 90 inches from the ground."

5. Tow Service Unlawful Acts (12110). "(a) Except as provided in subdivision (b), no towing service shall provide, and no person or public entity shall accept any direct or indirect commission, gift, or any compensation whatever from a towing service in consideration of arranging or requesting the services of a tow truck. As used in this section, "arranging" does not include the activities of employees or principals of a provider of towing services in responding to a request for towing services."

6. Stopping or Parking (22513). Section 22513 prohibits a tow truck operator or owner from stopping at the scene of an accident or near a disabled vehicle for the purpose of soliciting an engagement for services or furnishing any towing services unless summoned to that accident scene or disabled vehicle, or flagged down by the owner or operator of the disabled vehicle or by a peace officer. The tow truck driver or owner is also prohibited from removing any vehicle f rom a highway or public property, without the express written authorization of the vehicle's owner or operator, or a law enforcement officer or agency, when the vehicle has been left unattended or when there is an injury as a result of an accident.

7. Stopping on Freeway (22520). "No person shall stop, park, or leave standing any vehicle upon a freeway which has full control of access and no crossings at grade except:

a. When necessary to avoid injury or damage to persons or property.

b. When required by law or in obedience to a peace officer or official traffic control device.

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c. Any person actually engaged in maintenance or construction on freeway property, or any employee of a public agency actually engaged in the performance of official duties.

d. Any vehicle which is so disabled that it is impossible to avoid temporarily stopping and any vehicle which has been summoned to render assistance to a vehicle or person, including a vehicle owned by the donor of free emergency assistance, which has been su mmoned by display upon or within a disabled vehicle of a placard or sign given to the driver of the disabled vehicle by the donor for the specific purpose of summoning assistance, other than towing service, from the donor.

e. In locations where stopping, standing or parking is specifically permitted; provided, however, that buses may not stop on freeways unless sidewalks are provided with shoulders of sufficient width to permit stopping without interfering with the normal movem ent of traffic and without the possibility of crossing over fast lanes to reach the bus stop.

f. Any person reporting a traffic accident or other situation or incident to a peace officer or any person specified in subdivision (c), either directly or by means of an emergency telephone or similar device.

g. The owner or operator of a tow truck operating under an agreement with the Department of the California Highway Patrol for the purpose of rapid removal of impediments to traffic."

8. Towing or Storage Charges: Payment (22651.1). "Persons operating or in charge of any storage facility where vehicles are stored pursuant to Section 22651 shall accept a valid bank credit card or cash for payment of towing and storage by the registered owne r, legal owner, or the owner's agent claiming the vehicle. A person operating or in charge of any storage facility who refuses to accept a valid bank credit card shall be liable to the registered owner of the vehicle for four times the amount of the towing and storage charges, but not to exceed five hundred dollars ($500). In addition, persons operating or in charge of the storage facility shall have sufficient funds on the premises to accommodate and make change in a reasonable monetary transaction.

Credit charges for towing and storage services shall comply with Section 1748.1 of the Civil Code. Law enforcement agencies may include the costs of providing for payment by credit when agreeing with a towing or storage provider on rates."

9. Release of the Vehicle (22850.3).

"(a) A vehicle placed in storage pursuant to Section 22850 shall be released to the owner or person in control of the vehicle only if the owner B-6
or person furnishes, to the law enforcement agency or employee who placed the vehicle in storage, satisfactory proof of current registration. The agency which caused the vehicle to be stored may, in its discretion, issue a notice to appear for the registr ation violation, if the two days immediately following the day of impoundment are weekend days or holidays.

(b) At every storage facility there shall be posted in a conspicuous place a notice to the effect that a vehicle placed in storage pursuant to Section 22850 may be released only on proof of current registration or, at the discretion of the impounding ag ency, upon the issuance of a notice to appear for the registration violation by the local agency which caused the vehicle to be stored, specifying the name and telephone number of that local agency."

10. Stop lamps, Taillamps, Reflectors (24600, 24603, 24607). In addition to required lighting equipment, tow trucks may be equipped with additional stop lamps, taillamps, and rear reflectors which may be mounted not lower than 15 inches nor higher than the maximum allowable vehicle height and as far forward as the rearmost portion of the driver's seat in the rearmost position. Such additional taillamps shall be lighted whenever the headlamps are lighted.

11. Tow Trucks and Towed Vehicles (24605).

"(a) A tow truck or an automobile di smantler=s tow vehicle used to t ow a vehicle shall be equipped with and carry a taillamp, a stop lamp, turn signal lamps, and a portable electric extension cord for use in displaying the lamps on the rear of the towed vehicle.

(b) Whenever a tow truck or an automobile dismantler's tow vehicle is towing a vehicle and a stop lamp and turn signal lamps cannot be lighted and displayed on the rear of the towed vehicle, the operator of the tow truck or the automobile dismantler's tow vehicle shall by means of an extension cord display to the rear a stop lamp and turn signal lamps mounted on the towed vehicle, except as provided in subdivision (c). During darkness, if a taillamp on the towed vehicle cannot be lighted, the tow truck or t he automobile dismantler's tow vehicle operator shall by means of an extension cord display to the rear a taillamp mounted on the towed vehicle. No other lighting equipment need be displayed on the towed vehicle.

c. Whenever any motor vehicle is towing another motor vehicle, stop lamps and turn signal lamps are not required on the towed motor vehicle, but only if a stop lamp and turn signal lamp on each side of the rear of the towing vehicle is plainly visible to the rear of the towed B-7
vehicle. This subdivision shall not apply to driveway-towaway operations."

12. Utility Flood Lights (25110). Tow trucks that are used to tow disabled vehicles may be equipped with utility flood or loading lamps mounted on the rear, and sides, which project a white light illuminating an area to the side or rear of the vehicle for a distance not to exceed 75 feet at the level of the roadway. Tow trucks may display such utility flood lights only during the period of preparation for towing at the location from which a disabled vehicle is to be towed. The flood lamps shall not be lighted during darkness, except while the vehicle is parked, nor project any glaring light into the eyes of an approaching driver.

13. Warning Lamps on Tow Trucks (25253). Tow trucks used to tow disabled vehicles shall be equipped with flashing amber warning lamps. Tractor -trailer combinations are exempt from this requirement. Tow trucks may display flashing amber warning lamps while prov iding service to a disabled vehicle. A flashing amber warning lamp upon a tow truck may be displayed to the rear when such tow truck is towing a vehicle and moving at a speed slower than the normal flow of traffic.

Note: Vehicles used by automobile dismantlers to tow disabled vehicles may be equipped with flashing amber warning lights. Vehicles used by service stations or garages to occasionally render assistance to disabled vehicles are not tow trucks and are not permitted to be equipped with flashing amber warning lamps.

14. Use of Flashing Amber Warning Light (25268). "No person shall display a flashing amber warning light on a vehicle as permitted by this code except when an unusual traffic hazard exists."

15. Warning Devices on Disabled or Parked Vehicles (25300).

"(a) Every vehicle which, if operated during darkness, would be subject to the provisions of Section 25100, and every truck tractor irrespective of width, shall be equipped with at least three red emergency reflectors. The reflectors need be carried by onl y one vehicle in a combination. All reflectors shall be maintained in good working condition.

(b) When any such vehicle is disabled on the roadway during darkness, reflectors of the type specified in subdivision (a) shall be immediately placed as follows:

1. One at the traffic side of the disabled vehicle, not more than 10 feet to the front or rear thereof.

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2. One at a distance of approximately 100 feet to the rear of the disabled vehicle in the center of the traffic lane occupied by such vehicle.

3. One at a distance of approximately 100 feet to the front of the disabled vehicle in the center of the traffic lane occupied by such vehicle.

4. If disablement of any such vehicle occurs within 500 feet of a curve, crest of a hill or other obstruction to view, the driver shall so place the reflector in that direction as to afford ample warning to other users of the highway, but in no case less than 100 nor more than 500 feet from the disabled vehicles.

5. If disablement of the vehicle occurs upon any roadway of a divided or one-way highway, the driver shall place one reflector at a distance of approximately 200 feet and one such reflector at a distance of approximately 100 feet to the rear of the vehicle in the center of the lane occupied by the stopped vehicle, and one such reflector at the traffic side of the vehicle not more than 10 feet to the rear of the vehicle.

c. When any such vehicle is disabled or parked off the
roadway but within 10 feet thereof during darkness, warning reflectors of the type specified in subdivision (a) shall be immediately placed by the driver as follows: One at a
distance of approximately 200 feet and one at a distance of approximately 100 feet to the rear of the vehicle, and one at the traffic side of the vehicle not more than 10 feet to the rear of the vehicle. The reflectors shall, if possible, be placed between the edge of the roadway and the vehicle, but in no event less than 2 feet to the left of the widest portion of the vehicle or load thereon.

d. Until the reflectors required by this Section can be placed properly, the requirements of this Section may be complied with temporarily by either placing lighted red fuses in the required locations or by use of turn signal lamps, but only if front turn signal lamps at each side are being flashed simultaneously.

e. The reflectors shall be displayed continuously during darkness while the vehicle remains disabled upon the
roadway or parked or disabled within 10 feet thereof.

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f. Subdivisions (b), (c), (d), and (e) do not apply to a vehicle under either of the following circumstances:

(1) Parked in a legal position within the
corporate limits of any city.

(2) Parked in a legal position upon a roadway
bounded by adjacent curbs.

(g) In addition to the reflectors specified in subdivision (a), an emergency warning sign or banner may be attached to a vehicle which is disabled upon the roadway or which is
parked or disabled within 10 feet of a roadway."

16. Use of Fuses (25305).

"(a) No person shall place, deposit, or display upon or adjacent to any highway any lighted fuses, except as a warning to approaching vehicular traffic or railroad trains, or both, of an existing hazard upon or adjacent to the highway or highway-railroad crossing.

b. It is unlawful to use any fuse which produces other than a red light."

17. Brakes (26453, 26454, 26458). Disabled motor vehicles equipped with power brakes are exempt from the provisions of Vehicle Code Section 26458 which require a single control on the towing vehicle to operate the brakes on the towed vehicle. Such combinations must meet the stopping distance requirement of 50 feet from an initial speed of 20 miles per hour. The service brakes on the tow truck shall be adequate to control the movement of and stop and hold the combination of vehicles under all conditions and on any grade on which they are operated. Brakes are required to be maintained in good working order at all times.

18. Broom, Shovel and Extinguisher (27700).

"(a) Tow trucks shall be equipped with and carry all of the following:

a. One or more brooms, and the driver of the tow truck engaged to remove a disabled vehicle from the scene of an accident shall remove all glass and debris deposited upon the roadway by the disabled vehicle which is to be towed.

b. One or more shovels, and whenever practical the tow truck driver engaged to remove any disabled vehicle shall spread dirt B-10
upon that portion of the roadway where the oil or grease has been deposited by the disabled vehicle.

c. One or more fire extinguishers of the dry chemical or carbon dioxide type with an aggregate rating of at least 4 -B, C units and bearing the approval of a laboratory nationally recognized as properly equipped to make such approval.

d. A person licensed as a repossession agency pursuant to Chapter 11 (commencing with Section 7500) of Division 3 of the Business and Professions Code is exempt from this section."

19. Signs, Tow Trucks (27907). "There shall be displayed in a conspicuous place on both the right and left side of a tow truck or an automobile dismantler's tow vehicle used to tow vehicles a sign showing the name of the company or the owner or operator of the tow truck or the automobile dismantler's tow vehicle. The sign shall also contain the business address and telephone number of the owner or driver. The letters of the sign shall be not less than 2 inches in height and the lettering shall be in contrast to the color of the background upon which they are placed."

NOTE: California Vehicle Code Section 25 prohibits the display of any sign, mark, or advertisement indicating an official connection between any tow service and the California Highway Patrol.

20. Safety Chains (29004).

a. "Every towed vehicle shall be coupled to the towing vehicle or tow truck by means of a safety chain, cable, or equivalent device in addition to the regular drawbar, tongue or other connection.

b. All safety connections and attachments shall be of sufficient strength to control the towed vehicle in event of failure of the regular hitch, coupling device, drawbar, tongue or other connection. All safety connections and attachments also shall have a pos itive means of ensuring that the safety connection or attachment does not become dislodged while in transit.

(c) No more slack shall be left in a safety chain, cable or equivalent device than is necessary to permit proper turning. When a drawbar, as defined in Section 300, is used as the towing connection, the safety chain, cable or equivalent device shall be connect ed to the towed and towing vehicle and to the drawbar so as to prevent the drawbar from dropping to the ground if the drawbar falls."
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ATTACHMENT "C"

I. GENERAL EQUIPMENT SPECIFICATIONS AND USE REQUIREMENTS

A. Tow Truck and Car Carrier Classifications

Tow truck and car carrier classifications are based on the truck chassis GVWR, and the classification system used by the American Trucking Association (ATA) and truck manufacturers.

ATA and Manufacturers Classifications RPD Rotation Classifications a. Class 3 - 10,000 - 14,000 pounds GVWR (Class A Tow Trucks) b. Class 4 - 14,001 - 16,000 pounds GVWR (Class A Tow Trucks) c. Class 5 - 16,001 - 19,500 pounds GVWR (Class A Tow Trucks) d. Class 6 - 19,501 - 26,000 pounds GVWR (Class B Tow Trucks) e. Class 7 - 26,001 - 33,000 pounds GVWR (Class B Tow Trucks) f. Class 8 - 33,001 or more GVWR (Class C & D Tow Trucks)

B. Equipment Limitations

1. All towing equipment, recovery equipment, and carrier ratings are based on structural factors only. Actual towing, carrying, and recovery capacity may be limited by the capacity of the chassis and the optional equipment selected.

C. Towing Limitations

1. The total weight of the truck, including the lifted load, shall fall within the GVWR and not exceed either the front axle weight ratings (FAWR) or rear axle weight ratings (RAWR).

2. The truck must meet all applicable state and/or federal standards.

3. The front axle load must be at least 50% of its normal or unladen weight after the load is lifted.

4. Any violation of this element is cause for suspension.

D. Identification Labels

1. Each piece of towing equipment shall have a label or identification tag permanently affixed to the equipment in a prominent location to identify the manufacturer, serial number, model, and rated capacity.

E. Recovery Equipment Rating
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1. The basic performance rating of the recovery equipment is the weight the equipment can lift in a winching mode, when the boom is static at a 30-degree elevation with the load lines vertical and the lifting cables sharing the load equally, measured with a live load (weight or load cell).

a. The structural design of the recovery equipment must have a higher load capacity than the performance rating(s).

b. Winches shall conform to or exceed the specifications set forth by the Society of Automotive Engineers (SAE) Handbook, SAE J706.

c. All ratings for cable and chain assemblies are for the undamaged assembly condition. All cable and chain assemblies should be the same type, construction, and rating as specified by the original equipment manufacturer (OEM) for the equipment.

F. Safety Chains

1. Safety chains shall be rated at no less than the rating specified by the OEM.

a. Two safety chains shall be used for vehicles being towed. The safety chains shall be securely affixed to the truck bed frame or wrecker boom, independent of the towing sling, bar or hitch, wheel lift, or under lift towing equipment. The towed vehicle shall be secured to the towing equipment independent of the safety chains by either two chains or two straps.

b. Vehicles being transported on slide back carriers shall be secured by four tie-down chains or straps independent of the winch or loading cable.

c. All safety connections and attachments shall have a positive means, of sufficient strength, to ensure that the safety connection or attachment cannot become disengaged while in transit.

G. Control/Safety Labels

1. All controls shall be clearly marked to indicate proper operation, as well as any special warnings or cautions.

H. Signs

1. All tow trucks shall display signs on both sides containing the operator's company name, business address, and telephone number. The signs shall be C-3
permanently affixed and in compliance with the requirements of CVC section 27907.

I. Wire Rope (Cable)

1. Wire rope shall be maintained in good condition. Only wire rope with swaged ends, wedge locks, or braided ends, with metal sleeves in the loops, shall be approved for use by the RPD. Consistent with the California Code of Regulations, Title 13, Section 130 5(b), wire rope is not in good condition when it is stranded, knotted, crushed, excessively rusty, chinked, badly worn, when there are 12 or more wires broken in lay length, or where there is other visible evidence of loss of strength.

II. TOW TRUCK CLASSIFICATIONS AND EQUIPMENT SPECIFICATIONS

A. The Operator shall maintain five (5) tow trucks during the term of the Agreement.

Three trucks shall be Class A, one truck shall be Class B and one truck shall be a Class C.

A truck of a higher class may be counted as a lower class truck on a one -to-one basis. All tow trucks shall be based and maintained in the City of Redlands.

B. Class A Tow Trucks

1. Minimum Equipment Specifications

a. 10,000-pound GVWR chassis.
b. 4-ton recovery equipment rating.
c. Hydraulic or mechanical winch(es).
d. 100 ft. 3/8" 6 x 19 cable or original equipment manufacturers (OEM) specifications.
e. Tow chains, 5/16" alloy or OEM specifications, J/T hook assembly.
f. Safety chains, 5/16" alloy or OEM specifications.
g. Tow sling rating 3,000 pounds, when equipped.
h. Wheel lift safety straps or equivalent mechanical device. i. All required wheel safety straps, or equivalent wheel retention device, tie -down straps, and safety chains shall be used during towing operations.
j. Tow dolly.
k. One 3-ton snatch block.
l. Wheel lift rating - retracted. 3,000 pounds.
85" extension*. 3,000 pounds.

* Measured from the center line of the rear axle of the towing vehicle to 10 inches behind the back face of the lifting bar.

C. Class A Car Carrier - One Car
C-4

1. Minimum Equipment Specifications

a. 10,000-pound GVWR chassis.
b. Hydraulic or mechanical winch.
c. 50 ft. 3/8" 6 x 19 cable or OEM specifications.
d. J/T hook loading bridle/chains.
e. Safety chains, 5/16" alloy or OEM specifications; four safety chains for the vehicle being transported.
f. All required tie-down straps and safety chains shall be used as required during towing operations.

D. Class A Car Carrier - Two Cars

1. Minimum Equipment Specifications

a. 16,001-pound GVWR chassis.
b. Hydraulic or mechanical winch.
c. 50 ft. 3/8" 6 x 19 cable or OEM specifications.
d. J/T hook loading bridle/chains.
e. Safety chains 5/16" alloy or OEM specifications; four safety chains for the vehicle being transported and two safety chains for the vehicle being towed.

i. All required tie-down straps and safety chains shall be used during towing operations.

E. Class B Tow Truck

1. Minimum Equipment Specifications

a. 19,501-pound GVWR chassis.
b. Air brakes or hydraulic w/air hookup package.
c. 14-ton recovery equipment rating.
d. Hydraulic or mechanical winch(es).
e. 150 ft. 7/16" 6 x 19 cable or OEM specifications.
f. Tow chains, 1/2" alloy or OEM specifications.
g. Safety chains, 1/2" alloy or OEM specifications.
h. Tow sling rating 7,000 pounds.
i. Two 8-ton snatch blocks.
j. Wheel lift safety straps or equivalent mechanical device.

i. All required wheel safety straps, or equivalent wheel retention device, tie -down straps, and safety chains shall be used during towing operations.

C-5
k. Wheel lift or under lift rating retracted. ...... 10,000 pounds. 85" extension*. 8,000 pounds.

* Measured from the center line of the rear axle of the towing vehicle to 10 inches behind the back face of the lifting bar or from the center line of the rear axle to the center of the lift forks.

F. Class B Car Carrier

1. Minimum Equipment Specifications

a. 19,501-pound GVWR chassis.
b. Hydraulic or mechanical winch.
c. 50 ft. 3/8" 6 x 19 cable or OEM specifications.
d. J/T hook loading bridle/chains.
e. Safety chains, 5/16" alloy or OEM specifications; four safety chains for each vehicle being transported and two safety chains for the vehicle being towed.

1. All required tie-down straps and safety chains shall be used during towing operations.

G. Class C Tow Truck

1. Minimum Equipment Specifications

a. 33,000-pound GVWR chassis.
b. Air brakes w/air hookup package and single control compressor. c. 25-ton recovery equipment rating.
d. Hydraulic or mechanical winch(es).
e. 200 ft. 5/8" 6 x 19 cable or OEM specifications.
f. Tow chains, 5/8" alloy or OEM specifications.
g. Safety chains, 5/8" alloy or OEM specifications.
h. Tow sling rating 12,000 pounds.
i. Two 12-ton snatch blocks.
j. Under lift rating - retracted. ........ 25,000 pounds. 100" extension*. ........ 12,000 pounds.

* Measured from the center line of the rear axle to the center of the lift forks.

H. Class D Tow Truck

1. Minimum Equipment Specifications

a. 50,000-pound GVWR chassis.

C-6
b. Air brakes w/air hookup package.
c. 300-ton recovery equipment rating.
d. Hydraulic or mechanical winch(es).
e. 250 ft. 3/4" 6 x 19 cable or OEM specifications.
f. Tow chains, 5/8" alloy or OEM specifications.
g. Safety chains, 5/8" alloy or OEM specifications.
h. Tow sling rating 20,000 pounds.
i. Two 12-ton snatch blocks.
j. Under lift rating - retracted. .......... 32,000 pounds. 100" extension*. .......... 16,000 pounds.

* Measured from the center line of the rear axle to the center of the lift forks.

III. AUXILIARY EQUIPMENT

A. Required Equipment All Classes

1. Extension - Brake and tail lamps.

2. Fire extinguisher (Approved 4-B, C rating or better).

3. Flashlight.

4. Broom.

5. Shovel.

6. Wrecking bar (large pry bar).

7. Reflective triangles.

8. Equivalent of six 30-minute flares.

9. Covered trash can(s) with absorbent.

10. Shop rags and/or paper towels.

11. Shop to truck communications (C/B and cellular phones excluded).

B. Service and Other Equipment - (For service calls, each tow truck shall be equipped with the following service equipment):

1. Adequate emergency supply of fuel in an approved container.

2. Booster battery or hot box starting system.

3. Hydraulic jack capable of handling passenger cars and light trucks.

4. Metric and standard lug wrenches.

5. Rubber mallet/hub cap tool.

6. Lockout tools.

7. Motorcycle straps (Class A only).

8. Sledgehammer.

9. Tool kit may include:

a. Assorted open end wrenches; standard, 1/4" - 7/8" and Metric, 6-19 mm.
b. Assorted screwdrivers; Straight blade and Phillips.

C-7
c. Crescent wrench.
d. Ball peen hammer.
e. Pliers.
f. Battery and terminal cleaning tools.
g. Mechanic's wire.
h. Plastic electrical tape/duct tape.
i. Tire valve core tool.
j. Miscellaneous fuses.
k. Small pry bar.
l. Socket Sets; 1/4" - 1" and 6-19 mm.
m. Ratchet and extensions.

C. Class A

1. Required Equipment

a. One 3-ton rated snatch block.
b. Towing sling - J/T hook tow chain assembly, a 4"x4"x48" and a 4"x4"x60" wooden crossbeam, a pair of spacer blocks, a steering wheel clamp, a towing dolly, and safety chains.
c. Wheel lift - Wheel safety straps or equivalent mechanical device, steering wheel clamp, towing dolly, and safety chains.
d. Car carrier - J/T hook loading bridle, a 4"x4"x48" and a 4"x4"x60" wooden crossbeam, a pair of spacer blocks, and two pairs of safety chains.

D. Class B

1. Required Equipment

a. Towing sling - J/T hook tow chain assembly, a 4"x4"x48" and a 4"x4"x60" wooden crossbeam, a pair of spacer blocks, a steering wheel clamp, a towing dolly, and safety chains.
b. Wheel lift - Wheel safety straps or equivalent mechanical device, steering wheel clamp, towing dolly, and safety chains.
c. Truck hitch - Tow chain assembly, 4"x4"x60" and 6"x6"x60" wooden crossbeams (as necessary), aluminum tow angle(s), and safety chains.
d. Under lift - Assortment of lift forks/adapters, safety tie-down chains, and safety chains.
e. Two 8-ton rated snatch blocks.
f. Axle covers/caps.
g. Air hoses and necessary fittings to provide air to the towed vehicle.

E. Classes C and D
C-8

1. Required Equipment

a. Towing sling - Tow chain assembly, a 4"x4"x60" and a 6"x6"x60" wooden crossbeam, a pair of spacer blocks, a steering wheel clamp, and safety chains.
b. Truck hitch - Tow chain assembly, 4"x4"x60" and 6"x6"x60" wooden crossbeams (as necessary), aluminum tow angle(s), and safety chains.
c. Under reach - Assortment of lift forks/adapters, safety tie -down chain(s), and safety chains.
d. Steering wheel clamp.
e. Two 12-ton rated snatch blocks.
f. Axle covers/caps.
g. Air hoses and necessary fittings to provide air to the towed vehicle.

C-9
ATTACHMENT "D"

Applicant's Instruction for Completing the CHP 234A and RPD 234B

I. GENERAL INFORMATION

A. The following instructions are being provided to assist you in the accurate completion of the necessary forms. Please be sure to sign and date the application form as indicated. You should thoroughly read and understand the Tow Service Agreement prior to submitting your application. After completing the application form (CHP 234A), return the entire package, along with the certificate of insurance as specified in Eleme nt 9 of the Tow Service Agreement, to the RPD for approval. Incomplete applications will not be accepted. If your company receives preliminary approva l, an inspection of your facilities and equipment will be scheduled.

II. SPECIFIC INSTRUCTIONS FOR FORMS PREPARATION

A. Application for Rotation Tow Listing (CHP 234A)

1. Completely fill out and sign the CHP 234A. Incomplete applications will not be accepted. All information on the CHP 234A must be complete. Any misrepresentation on the application will be grounds for criminal and/or disciplinary action.

B. Rotation Tow List - Tow Truck Inspection Guide (RPD 234B)

1. Upon preliminary approval, the RPD will provide you with a CHP 234B, Tow Truck Inspection Guide for each tow truck.

2. You should complete the top section of the CHP 234B (Tow Truck Inspection Guide) with company and vehicle information prior to the scheduled inspection date.

3. The following instructions will assist you in preparing this section of the form:

a. Company name as it shows on application.
b. Year vehicle manufactured.
c. Make of vehicle.
d. Model of vehicle.
e. License number.
f. Vehicle identification number.
g. Gross vehicle weight rating as rated by the manufacturer. h. Check the appropriate equipment type.

City Council/Financing Authority Meeting I. 15.

DATE: 09/16/2025
TO: Honorable Mayor and City Council Members
SUBJECT: Approve the agreement between the City and the Department of Alcoholic Beverage Control for the grant provided by the Alcohol Policing Partnership program; the additional appropriation of $42,648 in grant funds to the Police Department; and authorize the Chief of Police to sign and execute any necessary agreements related to the grant (Police Chief Tolber)
MOTION(S):

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

I move to approve the agreement between the City and the Department of Alcoholic Beverage Control (ABC) for the grant provided by the Alcohol Policing Partnership (APP) program; the additional appropriation of $42,648 in grant funds to the Police Department; and authorize the Chief of Police to sign and execute any necessary agreements related to the grant.

RECOMMENDATION:

Staff recommends the City Council approve the agreement between the City and ABC provided by the APP program; the additional appropriation of $42,648 in grant funds to the Police Department; and authorize the Chief of Police to sign and execute any necessary agreements related to the grant.

DISCUSSION:

The Department of ABC’s Alcohol Policing Partnership grant program provides funding to local law enforcement agencies to expand efforts in addressing alcohol-related issues. This comprehensive program incorporates a variety of strategies aimed at reducing alcohol-related crimes. The project period runs from July 1, 2025, through June 30, 2026. During this time, grant funds will be used to: increase the hours officers have to enforce alcohol-related crimes, conduct minor decoy operations, conduct shoulder tap operations, and conduct IMPACT inspections at the "on-sale" and "off-sale" licensed locations.

ALTERNATIVES:

Do not accept the grant.

STRATEGIC PLAN:

N/A
SUBMITTED BY:

Rachel Tolber, Chief of Police
RECOMMENDED BY:

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

Janice McConnell, Assistant City Manager
Danielle Garcia, Management Services/Finance Director
PREPARED BY:

Jimmy Nguyen, Management Analyst
Fiscal Impact
Fiscal Year: 25-26
Revenue Generating: N
Appropriation Required Y/N: Y
Amount: $42,648
Budgeted Y/N: N
Account No.: 200202
Discussion:

This project is grant funded and will not impact the General Fund.

Attachments
Award Letter
ABC-APP Grant Agreement
Addt'l Appropriation
STATE OF CALIFORNIA — BUSINESS, CONSUMER SERVICES AND HOUSING AGENCY Gavin N ewsom, Governor

DEPARTMENT OF ALCOHOLIC BEVERAGE CONTROL
3927 Lennane Drive, Suite 100
Sacramento, CA 95834
(916) 419-2500

June 2, 2025

Chief Rachel Tolber
Redlands Police Department
30 Cajon Street
Redlands, CA 92373

Dear Chief Rachel Tolber:

Congratulations! Your agency has been selected by the Department of Alcoholic Beverage Control (ABC) to receive a 2025/2026 Alcohol Policing Partnership (APP) grant. We look forward to working with your department to meet the goals and objectives in your proposal.

A grant agreement will be forthcoming in the next couple of weeks which requires a resolution from your agency’s governing body. A sample resolution was included in the Request for Proposal packet. Due to the fact that these resolutions typically have to be on your governing body’s calendar, we ask that you do so as soon as possible.

We will be hosting a two and half day training conference beginning at 8:30 am on July 15, 2025 and ending at approximately 12:00 pm on July 17, 2025. This conference offers valuable training in alcohol enforcement and serves as an excellent opportunity for the representatives from your agency to meet our ABC staff and share information with other law enforcement agencies from across the State.

This year the conference will be held at the Embassy Suites Anaheim South, 11767 Harbor Blvd., Garden Grove, CA 92840. The conference will accommodate up to two sworn attendees from each agency. It is recommended that your sworn Project Director and an officer/deputy assigned to the grant program attend. There is a $325 registration fee per person to attend the conference. This fee is reimbursable through the grant.

Enclosed is the conference registration form to be filled out and returned by June 14, 2025.

A block of rooms at a special conference rate of $189 plus tax/fees has been reserved for grant agency participants.
1 Please note that all attendees must make

1 Based on State regulations we are unable to reimburse agencies that are within a 50 mile radius form the Embassy Suites Anaheim South. The distance is based on the agency’s physical headquarters address. Agency(s) that fall in this category are: Buena Park PD, Downey PD, Fontana PD, Fullerton PD, Huntington Park PD, Inglewood PD, Long Beach PD, Los Angeles PD, Ontario PD, Orange CO, Riverside PD, Upland PD/Claremont PD and Westminster PD. Travel reimbursable costs for the aforementioned agency(s) will be limited to the registration fee only.

reservations by the hotel deadline of June 14, 2025, to guarantee the special room rate or availability.

Space at the hotel is limited and late registrants will have to find their own accommodations.

Participants can go to the following website to make reservations. https://www.hilton.com/en/attend-my-event/laxgdes-926-94195dc8-5c1b-403b-a075- e851ce54ec88/

Due to the short time frame for registering at the hotel, your prompt attention is appreciated. The special room rate will only be available until June 14, 2025, or until the group block is sold out, whichever comes first.

If you have any questions, please email Kristine Okino, Grant Coordinator at [email protected].

Sincerely,

Enclosure

Cc: Ofc. Richard McLaughlin, Project Director

Agreement Number: 25-APP36
City of Redlands through the Redlands Police Department

Page 1 of 2 ends

Redlands City CouncilSeptember 16, 2025

Redlands City Council
September 16, 2025