Agenda packet — Rocklin City Council, February 25, 2025 (part 3 of 6)

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EXHIBIT A

RATE AND METHOD OF APPORTIONMENT OF SPECIAL TAX
COMMUNITY FACILITIES DISTRICT NO. 5 - ANNEXATION NO. 74 (The Harper)
A. Purpose for the Special Tax.

The annual special tax shall be levied by the City on each parcel within the Rocklin Community Facilities District No. 5 – Annexation No. 74 (The Harper) (the “CFD”) as shown on the Placer County Assessor's records, based on the apportionment procedure specified herein for the purpose of paying for authorized public services.

B. Determination of Parcels Subject to the Special Tax.

The basis for determining the parcels subject to the special tax will be the equalized property tax roll produced by the County Assessor of Placer County. The following parcels shall be exempt from the special tax:

1. All parcels which are designated to be owned or which are owned by federal, state, the City and local governments or any public agency at the time of the approval of the special tax and all parcels designated in whole as wetlands, and/or open space by the City.

Parcels originally designated for such public uses but which are redesignated or rezoned for residential, commercial, or industrial use in the future, shall become subject to the special tax. Any parcel zoned residential, commercial, or industrial which is rezoned to an excluded category, shall continue to be taxed at up to the maximum annual tax originally assigned to the parcel.

C. Definitions.
"Administration Expenses" means the cost associated with the administration of the Community Facilities District. Administration costs may include, but are not limited to the cost of tax collection, legal fees, legal notices, direct labor, indirect cost allocations, and contract services.
"Administrator" means the person or firm designated by the City to administer the special tax according to this rate and method of apportionment of special tax. "Annual Special Tax Requirement" means the amount necessary each year to pay for the activities of the Facilities District No. 5, Annexation No. 74 (The Harper). "Annual Special Tax" means the amount of tax levied each year on each parcel. 470

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"CFD" means Rocklin Community Facilities District No. 5. "City" means the City of Rocklin.
"Commercial Lot" means any Final Lot which is not a Single-Family Lot or Multi-Family Lot.
"Council" means the City Council of the City of Rocklin. "Equivalent Dwelling Unit (EDU)" is defined as follows:

Single Family Unit 1 EDU
Multi-family Unit .63 EDU
Commercial Lot (all non-residential) 3 EDU/acre
Undeveloped Property 3 EDU/acre
"Final Lot" means any lot subdivided down to its ultimate size consistent with its zone as approved by the City pursuant to the Subdivision Map Act (California Government Code §66410, et seq.) and for which a building permit may be issued. For all lots exclusive of single family dwelling lots, the lots of a parcel will not become a "Final Lot" until at least one building permit has been applied for and issued for construction of a structure on that parcel.
"Fiscal Year" means July 1 to June 30 of any year.
"Maximum Annual Special Tax" means the maximum special tax that can be levied against a parcel in any year.
"Maximum Annual Tax for Final Lots" means $76.33 per EDU, adjusted annually for inflation by a factor of 4%.
"Maximum Annual Tax for Undeveloped Property" means $228.99 per acre, adjusted annually for inflation by a factor of 4%.
"Multi-Family Lot" means a Final Lot used or designated for use as multi-family housing units.
"Single-Family Lot" means any Final Lot used or designated for use as a single-family unit or duplex.
"Special Tax Requirement" means the amount necessary in any fiscal year to pay for the authorized services set forth in the Resolution of Intention, and to cure any delinquencies in the payment of special taxes levied in prior years or (based on delinquencies in the payment of special taxes which have already taken place) are expected to occur in the fiscal year in which the tax will be collected.
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"Undeveloped Property" means all property which is not a final lot.

D. Calculating the Maximum Annual Special Tax.

The Maximum Annual Special Tax for each Final Lot and Undeveloped Property shall be calculated as follows:

Step 1 Identify all Final Lots in the CFD and determine if the Final Lot is a single family lot, a Multi-Family Lot or a Commercial Lot.

Step 2 a) For each Single Family Lot identified in Step 1, apply the Maximum Annual Tax for Final Lots.
b) For each Multi-Family Lot identified in Step 1, apply the Maximum Annual Tax for Final Lots, multiplied by .63, and multiplied again by the number of dwelling units approved or built on each multi-family lot.
c) For each Commercial Lot identified in Step 1, multiply the acreage within the Commercial Lot by 3, and multiply the result by the Maximum Annual Tax for Final Lots.

Step 3 Identify all Undeveloped Property by acreage.

Step 4 Apply the Maximum Annual Tax Rate for Undeveloped Property to each acre of undeveloped property identified in Step 3.

E Changes to the Maximum Annual Tax.

Beginning July 1, 2025 and each July 1, thereafter, the maximum annual tax shall be increased by 4%.

F. Apportionment and Levy of Special Tax.

Commencing with fiscal year 2025/26 and for each following fiscal year, the administrator shall determine the annual special tax requirement for the CFD by applying the following steps. Based on the administrator's determination, the special tax will be levied.

Step 5 Identify the total Special Tax Requirement to be paid in the fiscal year for which the special tax is being calculated.

Step 6 For each Final Lot, determine the number of EDUs for that lot by applying the appropriate land use factor shown in the table above.

Step 7 Add all EDUs determined in Step 6.
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Step 8 Divide the total Special Tax Requirement by the total number of EDUs to determine the annual tax per EDU and multiply that amount times the number of EDUs in each Final Lot applying the appropriate land use factor.

Step 9 If the amount calculated in Step 8 is less than or equal to the Maximum Annual Tax for Final Lots, then that amount shall be levied on all Final Lots.

If the amount calculated in Step 8 is more than the maximum annual tax, the maximum annual tax should be levied on all final lots.

If the total amount of tax available after taxing all Final Lots at the Maximum Annual Tax for Final Lots is less than the Special Tax Requirement, then that difference shall be collected by an assessment against the Undeveloped Property.

Step 10 Subtract the total amount of tax available after taxing all Final Lots at the Maximum Annual Tax for Final Lots from the Special Tax Requirement.

Step 11 Determine the total number of acres of Undeveloped Property.

Step 12 Divide the remaining Special Tax Requirement from Step 10 by the total number of acres of Undeveloped Property to arrive at the annual tax per acre of Undeveloped Property and the levy that amount against each acre of Undeveloped Property, up to the Maximum Annual Tax for Undeveloped Property.

G. Manner of Collection.

The special taxes for the CFD shall be collected in the same manner and at the same time as ordinary ad valorem property taxes.

The following parcels, and any subsequent parcels stemming from the following parcels, are included with the Community Facilities District No. 5 – Annexation No. 74 APNs 017-281-016-000, 017-281-024-000, and 017-281-025-000.
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Advanced Building Solutions, Inc.

Development & Construction Services

Corporate Office • 855 Lakeville St. Suite 200-B • Petaluma, CA 94952 Main (707) 206-4040 • Fax (707) 206-4051

City Council
City of Rocklin
3970 Rocklin Road
Rocklin, CA 95677

Re: Waiver of Notice and Time Requirements in Connection with Special Election for Approval of Special Tax Levy under Mello-Roos Community Facilities Act of 1982 Community Facilities District No. 5 (Annexation No. 74), The Harper

Honorable Members of the Rocklin City Council:

The undersigned is the owner (or duly authorized representative thereof) of all of the real property identified below, and hereby requests that the City of Rocklin (the "City") begin proceedings to annex territory, including the property identified below, to the Rocklin Community Facilities District No. 5 (Annexation No. 74 ) (the "CFD") pursuant to the Mello-Roos Community Facilities Act of 1982, as amended (Government Code section 53111 et seq.) (the "Act").

The undersigned hereby further requests that you take all steps necessary to complete the annexation to the CFD and to levy a special tax therein for the purpose of providing the operation and maintenance of publicly owned parks, parkways, landscaping, street/parkway lighting, drainage and waterway maintenance, open space and park trail maintenance, roadway maintenance, maintenance of signalized intersections and safety lighting, roadway landscaping and associated signage and infrastructure to the real property proposed to be annexed.

The undersigned hereby further requests that the annexation and levy of the special tax proceed as quickly as possible. Being that there are fewer than twelve registered voters residing in the area to be annexed to the CFD, and the undersigned being the o nly expected qualified elector for the annexation, the undersigned does hereby waive on its behalf the provisions of Govern ment Code section 53326 requiring that the special election concerning the levy of a special tax imposed under the Act be held at l east 90 days follow ing the close of the protest hearing applicable to that special tax, and the undersigned does hereby consent to an election concerning the levy of such a special tax prior to expiration of the prescribed 90-day period.

The undersigned hereby waives any other time for and notices of said special election under the Act, and the inclusion of an impartial analysis and arguments and rebuttals in the ballot materials. In furtherance of this waiver, the election may be conducted by mail or hand delivered ballot, to be returned as quickly as possible to the City Clerk of the City, and the results of said election may be canvassed and reported to you as soon as possible.

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Advanced Building Solutions, Inc.

Development & Construction Services

Corporate Office • 855 Lakeville St. Suite 200-B • Petaluma, CA 94952 Main (707) 206-4040 • Fax (707) 206-4051
This waiver shall be applicable only to the special election in connection with the annexation of the real property identified below to the Rocklin Community Facilities District No. 5 and the levy of a special tax, and shall not be construed as applicable to any other or unrelated special election.

Submitted herewith is a check for $4,621.00 to be used by the City to pay the costs incurred by the City in the annexation process.

Respectfully submitted as of this ____ day of _____________, 20__.

__________________________________________
(name of owner of fee)

By_______________________________________
(authorized representative)

___________________________________________
(name of authorized representative)

The property that is the subject of this Petition and owned (not leased or optioned) by the above owner is Placer County Assessor Parcel No.(s) 017-281-024-000, 017-281-025- 000, and 017-281-016-000 and the property consists of a total of 18.21 acres.

The address of the above owner for purposes of receiving all notices and ballots is:

855 Lakeville Street, Suite 200
Petaluma, CA 94952

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City Council
Staff Report

Subject:

Ordering the Fiscal Year 2025/26 Engineer's Reports
Date:

February 25, 2025
Submitted By:

Megan Bressem, Management Analyst
Daniel Choe, Administrative Services Deputy Director
Department:

Administrative Services - Finance
Recommendation:

A
.

Adopt a Resolution of the City Council of the City of Rocklin Ordering the Preparation of the Engineer's Report for Lighting Maintenance District No. 1 for the Fiscal Year 2025/26.

B
.

Adopt a Resolution of the City Council of the City of Rocklin Ordering the Preparation of the Engineer's Report for
Landscape and Lighting Maintenance District No. 2
for the
Fiscal Year 2025/26.

Background:

In accordance with the California Streets and Highways Code, Division 15, Part 2, section 22500 et seq. (the Landscaping and Lighting Act of 1972), the City of Rocklin formed two maintenance districts. On August 6, 1979,
Lighting Maintenance District No. 1 (LMD No. 1),
was formed for the purposes of maintaining street lights and safety lighting located within the district boundaries. A map of LMD No. 1 district boundaries is included as Exhibit A to Resolution A (Attachment 2). On November 19, 1984, Landscape and Lighting Maintenance District No. 2 (LLMD No. 2) was formed for the purposes of maintaining street lights and safety lighting, and the maintenance of roadway landscaping located within the district boundaries. A map of LLMD No. 2 district boundaries is included as Exhibit A to Resolution B (Attachment 4).

The Landscaping and Lighting Act of 1972 (the Act), identifies the process required to annually levy and collect assessments to meet the needs of the maintenance districts. The Act requires an Engineer’s Report to be prepared each year assessments are to be levied and collected.

The report is to contain plans and specifications regarding improvements to be maintained, an estimated cost for maintaining the improvements, a diagram of the proposed assessment area and an assessment of the estimated costs.

Pursuant to the Act, in order for the City to levy and collect assessments for Fiscal Year (FY) 2025/26 to pay for the cost of maintaining street lights and safety lighting in LMD No. 1 and street lights, safety lighting, and roadway landscaping in LLMD No. 2, it is necessary for the City Council to request the preparation of an Engineer’s Report for each maintenance district, Item Number C13.

477
approve or modify and approve the completed Engineer’s Reports, declare an intent to levy and collect assessments, and set a public hearing. Approving Resolutions A and B (Attachments 1 and 3) will begin the process to allow the City to levy and collect assessments for FY 2025/26 to pay the maintenance costs for LMD No. 1 and LLMD No. 2.

Fiscal Impact:

There is no direct fiscal impact to the General Fund from the staff recommendation.

Preparation of the Engineer's Reports allows assessment revenue to be collected for FY 2025/26 to pay for services provided to the maintenance districts.

ATTACHMENTS:

1. Resolution A - LMD No. 1

2. Resolution A Exhibit A - LMD No. 1 Boundary Map

3. Resolution B - LLMD No. 2

4. Resolution B Exhibit A - LLMD No. 2 Boundary Map
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Resolution No. 2025- February 25, 2025 Page 1 of 2
1 RESOLUTION NO. 2025-

RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ROCKLIN
ORDERING THE PREPARATION OF THE ENGINEER’S REPORT
FOR LIGHTING MAINTENANCE DISTRICT NO. 1
FOR THE FISCAL YEAR 2025/26
WHEREAS, pursuant to Division 15, Part 2, of the Streets and Highways Code of the State of California, being known as the "Landscaping and Lighting Act of 1972" ("the Act"), the City Council of the City of Rocklin has formed a maintenance district that is known and designated as Lighting Maintenance District No. 1 (hereinafter referred to as the "Maintenance District"); and
WHEREAS, at this time, the City Council of the City of Rocklin desires to take proceedings for the annual levy of the assessments as required following the formation of said Maintenance District; and
WHEREAS, these proceedings for the annual levy of assessments shall relate to the fiscal year commencing July 1, 2025 and ending June 30, 2026; and WHEREAS, there has been submitted, at this time as Exhibit A, to the City Council of the City of Rocklin for its consideration a map showing the boundaries of the area affected by the annual levy of the assessment for the above-referenced fiscal year. No new improvements or substantial changes to existing improvements are proposed; and WHEREAS, the Act requires a written report consisting of the following:

1. Plans and specifications of the improvements to be maintained;

2. An estimate of the costs for maintaining the improvements for the ensuing fiscal year;

3. A diagram of the area proposed to be assessed; and

4. An assessment of the estimated costs for the maintenance work for said fiscal year.

NOW, THEREFORE, the City Council of the City of Rocklin does resolve as follows:

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

Section 2. A map entitled “Lighting Maintenance District No.1” as submitted to the City Council and attached and incorporated herein as Exhibit A, showing the boundaries of the proposed area to be assessed is hereby approved and adopted by this City Council, and a copy shall be on file in the office of the City Clerk and open for public inspection. The proposed parcels and properties within said area are those to be assessed to pay certain of the costs and expenses for said maintenance work. 479
Resolution No. 2025- February 25, 2025 Page 2 of 2
1 Section 3. The proposed maintenance work within the area proposed to be assessed shall be for certain street lighting and traffic signalization improvements, as said maintenance work shall be set in the Engineer's Report to be prepared for this City Council for consideration.

Section 4. That the City Engineer is hereby ordered to prepare a "Report" relating to said annual assessment and levy in accordance with the provisions of Chapter 1, Article 4, commencing with Section 22565, of the Act.

Section 5. Upon completion, said "Report" shall be filed with the City Clerk who shall then submit the same to the City Council for its consideration pursuant to Section 22623 and 22624 of the Act.

PASSED AND ADOPTED this 25th day of February, 2025, by the following vote:

AYES: Councilmembers:

NOES: Councilmembers:

ABSENT: Councilmembers:

ABSTAIN: Councilmembers:
____________________________________
Jill Gayaldo, Mayor
ATTEST:
____________________________
Avinta Singh, City Clerk
480

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EXHIBIT A
Lighting Maintenance District No. 1 Boundary Map
481
Resolution No. 2025- February 25, 2025 Page 1 of 2
1 RESOLUTION NO. 2025-

RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ROCKLIN
ORDERING THE PREPARATION OF THE ENGINEER’S REPORT
FOR LANDSCAPE AND LIGHTING MAINTENANCE DISTRICT NO. 2
FOR THE FISCAL YEAR 2025/26
WHEREAS, pursuant to Division 15, Part 2, of the Streets and Highways Code of the State of California, being known as the "Landscaping and Lighting Act of 1972" ("the Act"), the City Council of the City of Rocklin has formed a maintenance district that is known and designated as Landscape and Lighting Maintenance District No. 2 (hereinafter referred to as the "Maintenance District"); and
WHEREAS, at this time, the City Council of the City of Rocklin desires to take proceedings for the annual levy of the assessments as required following the formation of said Maintenance District; and
WHEREAS, these proceedings for the annual levy of assessments shall relate to the fiscal year commencing July 1, 2025 and ending June 30, 2026; and WHEREAS, there has been submitted, at this time as Exhibit A, to the City Council of the City of Rocklin for its consideration a map showing the boundaries of the area affected by the annual levy of the assessment for the above-referenced fiscal year. No new improvements or substantial changes to existing improvements are proposed; and WHEREAS, the Act requires a written report consisting of the following:

1. Plans and specifications of the improvements to be maintained;

2. An estimate of the costs for maintaining the improvements for the ensuing fiscal year;

3. A diagram of the area proposed to be assessed; and

4. An assessment of the estimated costs for the maintenance work for said fiscal year.

NOW, THEREFORE, the City Council of the City of Rocklin does resolve as follows:

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

Section 2. A map entitled "Landscape and Lighting Maintenance District No. 2" as submitted to the City Council and attached and incorporated herein as Exhibit A, showing the boundaries of the proposed area to be assessed is hereby approved and adopted by this City Council, and a copy shall be on file in the office of the City Clerk and open for public inspection. The proposed parcels and properties within said area are those to be assessed to pay certain costs and expenses for said maintenance work. 482
Resolution No. 2025- February 25, 2025 Page 2 of 2
1 Section 3. The proposed maintenance work within the area proposed to be assessed shall be for certain street lighting improvements and landscape maintenance, as said maintenance work shall be set in the Engineer's Report to be prepared for the City Council for consideration.

Section 5. Upon completion, said "Report" shall be filed with the City Clerk who shall then submit the same to the City Council for its consideration pursuant to Section 22623 and 22624 of the Act.

PASSED AND ADOPTED this 25th day of February, 2025, by the following vote:

AYES: Councilmembers:

NOES: Councilmembers:

ABSENT: Councilmembers:

ABSTAIN: Councilmembers:
____________________________________
Jill Gayaldo, Mayor
ATTEST:
____________________________
Avinta Singh, City Clerk
483

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EXHIBIT A
Landscape and Lighting Maintenance District No. 2 Boundary Map 484
City Council
Staff Report

Subject:

CrowdStrike Endpoint Protection Security Software Contract Date:

February 25, 2025
Submitted By:

Ruth Green, IT
Daniel Choe, Administrative Services Deputy Director
Department:

Administrative Services - IT
Recommendation:

Adopt a Resolution of the City Council of the City of Rocklin Approving and Authorizing the City Manager to Execute a CrowdStrike Contract from CDW Government LLC.

Background:

Municipalities increasingly rely on technology to safeguard their people, processes, and infrastructure from cyber threats. Endpoint protection is a critical security solution that provides centralized dashboards and administrative functionality to protect devices such as workstations, laptops, servers, mobile devices, and cloud resources from data breaches caused by cyberattacks or human error.

The CrowdStrike Falcon Complete Advanced Endpoint Protection software integrates threat intelligence to offer a comprehensive view of potential attacks, enabling proactive security measures. Its key capabilities include:

Provides near real-time inventory of endpoints and devices, along with online system application reports, including application version tracking.

Identifies unauthorized devices connected to the network that are not protected by the designated endpoint solution.

Continuous Prevention and Detection: Delivers real-time security without requiring constant remote connectivity or manual updates.

Detects abnormalities using common indicators of compromise in accordance with industry standards.

Leverages machine learning to identify and prevent exploit attempts, including "zero-day" (previously unknown) malware attacks.

Provides continuous monitoring for vulnerabilities, threats, and risks, supported by a dedicated team of cybersecurity experts who investigate and remediate threats in real time.

In March 2023, the City of Rocklin implemented CrowdStrike as its primary cybersecurity solution based on industry best practices. Since its implementation, CrowdStrike has proven Item Number C14.

485
to be essential in protecting the City’s data and systems from breaches, exploits, cyberattacks, and human error.

The current contract is approaching its expiration, and to ensure continued cybersecurity protection, staff recommends entering into a three-year agreement with CrowdStrike for a total amount of $185,100 (Attachment 2). This agreement will be executed through a cooperative purchasing arrangement via the OMNIA contract, facilitated by the reseller CDW Government LLC (CDW) available at the link:
contract details
. Staff further recommends authorizing the
City Manager to execute the contract.

Per Rocklin Municipal Code, Title 3, Section 3.04.090.C, the City is authorized to participate in cooperative purchasing agreements with other governmental entities without conducting a separate competitive bidding process, provided that the lead agency has already solicited bids and awarded a contract for the desired goods or services. Accordingly, the City of Rocklin will utilize the City of Mesa, AZ OMNIA contract to procure the CrowdStrike Falcon Complete Advanced Endpoint Protection software.

Fiscal Impact:

Sufficient funds are available in the Fiscal Year 2024/25 Operating Budget to cover the cost of the proposed agreement. Funding for subsequent years will be contingent upon budget availability and approval in the applicable fiscal years.

ATTACHMENTS:

1. Resolution

2. Resolution Exhibit A - RFQ

3. CrowdStrike Terms and Conditions
486
RESOLUTION NO. 2025-

RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ROCKLIN

APPROVING AND AUTHORIZING THE CITY MANAGER TO EXECUTE A

CROWDSTRIKE CONTRACT FROM CDW GOVERNMENT LLC
WHEREAS, in March 2023, the City of Rocklin implemented CrowdStrike as its primary cybersecurity solution based on industry best practices. Since its implementation, CrowdStrike has proven to be essential in protecting the City’s data and systems from breaches, exploits, cyberattacks, and human error; and
WHEREAS, the current contract is approaching its expiration, and to ensure continued cybersecurity protection, staff recommends entering into a three-year agreement with CrowdStrike for a total amount of $185,100 and staff desires to execute the agreement through a cooperative purchasing arrangement via the OMNIA contract, facilitated by the reseller CDW Government LLC (CDW) per Rocklin Municipal Code, Title 3, Section 3.04.090.C; and
WHEREAS, staff further recommends authorizing the City Manager to execute the said agreement.

NOW, THEREFORE, the City Council of the City of Rocklin does resolve as follows:

Section 1. The CrowdStrike Falcon Complete Endpoint Protection software purchase utilizing the City of Mesa, AZ OMNIA contract is hereby approved, in the form attached here to as Exhibit A, and the City Manager is authorized to execute the contract.

PASSED AND ADOPTED this 25th day of February, 2025 by the following vote:

AYES: Councilmembers:

NOES: Councilmembers:

ABSENT: Councilmembers:

ABSTAIN: Councilmembers:
_________________________
Jill Gayaldo, Mayor
ATTEST:
____________________________
Avinta Singh, City Clerk
487
© CDW Government LLC 202 5 | 230 N. Milwaukee Ave. | Vernon Hills, IL 60061 To the extent allowable, all information and documents hereby submitt ed in response to the Request for Quote (“RFQ”) furnished by the City of Rocklin are the Proprietary and Confide ntial property of CDW Government LLC .

City of Rocklin, Cali fornia
RFQ #25-02 – CrowdStrike Falcon Complete
Endpoint Protection Software
Digital Response
1/24/2025

488

© CDW Government LLC 202 5 | 230 N. Milwaukee Ave. | Vernon Hills, IL 60061 To the extent allowable, all information and documents hereby submitt ed in response to the Request for Quote (“RFQ”) furnished by the City of Rocklin are the Proprietary and Confidential property of CDW Government LLC .

1/24/2025
City of Rocklin
4081 Alvis Court
Rocklin , CA, 95677
RE: CDW Government LLC’s Response to the City of Rocklin ’s RFQ #25-02 Dear Ruth Green,
The City of Rocklin is seeking a reliable and experienced IT partner capable of managing your CrowdStrike Falcon Complete Endpoint Protection Software . Our response demonstrates CDW Government’s ability to contribute to the overall success of this initiative.

CDW Government LLC (CDW Government), the wholly -owned subsidiary of CDW LLC, was founded in 1998 to focus on the unique needs and opportunities of our public sector customers. Specific advantages of partnering with us include:
 Dedicated Account Team Delivers High Quality Service. Your highly trained and experienced account team, including a dedicated account manager, are responsible for coordinating all your needs and ensuring customer satisfaction.  In-House Expertise Provides Easy Access to Knowledge. You can leverage our valuable presales consulting expertise to assist with developing solutions that provide robust functionality, efficiencies, and cost savings.  Investment with Diverse Suppliers Supports Your Requirements and Your Local Economy . We are committed to fostering inclusivity and drive local economic growth. In 2023, we achieved $3.2B in diverse spend; $1.6B was tied to CDW Government.

As always, we consistently strive to exceed your expectations. Should you have any questions regarding our response, please contact your Account Manager , Jeff Butchko at (847) 371- 5500 or [email protected].

We thank you for the opportunity to participate in this RF Q process and are confident you will find our response advantageous from both a strategic and budgetary standpoint.

Sincerely,
Justin Schwier
Manager, Proposals
CDW Government LLC
It is CDW Government LLC’s intent that its proposal response, and CDW Terms & Conditions found at https://www.cdwg.com/content/cdwg/en/terms -conditions/sales -and- service- projects.html , shall provide the definitive terms to govern this submission. CDW Government is open to negotiating the contract terms and conditions wi th the City of Rocklin . 489
City of Rocklin , RFQ #25 -02
© CDW Government LLC 202 5 | 230 N. Milwaukee Ave. | Vernon Hills, IL 60061 To the extent allowable, all information and docu ments hereby submitted in response to the Request for Quote (“RFQ”) furnished by the City of Rocklin are the Proprietary and Confidential property of CDW Government LLC .

Pricing Offer

Please Note:
• Lines 1 -10 are year 1 and will be billed immediately o Term Dates: (Mar 19, 2025 - Mar 18, 2026)

• Lines 11-20 will be billed a year out/early 2026
o Term Dates: (Mar 19, 2026 - Mar 18, 2027)

• Lines 21-30 will be billed 2 years out/early 2027
o Term Dates: (Mar 19, 2025 - Mar 18, 2028)

490
RFO Title: CrowdStrike Falcon Complete Endpoint Protection Software RFO Number: RFO-IT-25-02
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492
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BRIAN GRAVES,
Thank you for considering CDW•G for your technology needs. The details of your quote are below. If you are an eProcurement or single sign on customer, please log into your system to access the CDW site. You can search for your quote to retrieve and transfer back into your system for processing.

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QUOTE # QUOTE DATE QUOTE REFERENCE CUSTOMER # GRAND TOTAL PGSX684 1/23/2025 CROWDSTRIKE RNWL 3354675 $185,100.00

QUOTE DETAILS
ITEM QTY CDW# UNIT PRICE EXT. PRICE
CrowdStrike Falcon Complete - Flex License - 1 Year - Tier 1 - 1 License
460 6777886 $120.00 $55,200.00
Mfg. Part#: FC.CS.SOLN.FLEX.T1.12M
Electronic distribution - NO MEDIA
Contract: MARKET
CrowdStrike 12-Month Insight - Bundled Software
Subscription
460 5427068 $0.00 $0.00
Mfg. Part#: CS.INSIGHTB.SOLN.T3.12M
Electronic distribution - NO MEDIA
Contract: MARKET
CrowdStrike 12-Month Prevent - Bundled Software
Subscription
460 5427072 $0.00 $0.00
Mfg. Part#: CS.PREVENTB.SOLN.T3.12M
Electronic distribution - NO MEDIA
Contract: MARKET
CrowdStrike 12-Month Discover - Bundled Software
Subscription
460 5427074 $0.00 $0.00
Mfg. Part#: CS.DISCB.SOLN.T3.12M
Electronic distribution - NO MEDIA
Contract: MARKET
CrowdStrike 12-Month Falcon Complete Subscription
460 5400119 $0.00 $0.00
Mfg. Part#: CS.FALCOMPS.SVC.12M
Electronic distribution - NO MEDIA
Contract: MARKET
CrowdStrike 12-Month Overwatch - Bundled
460 5427082 $0.00 $0.00
Mfg. Part#: CS.OWB.SVC.T3.12M
Electronic distribution - NO MEDIA
Contract: MARKET
493

Page 2 of 5 ends

QUOTE DETAILS (CONT.)
CrowdStrike 12-Month Threat Graph Standard Software
Subscription
360 5343526 $0.00 $0.00
Mfg. Part#: CS.TG.STD.12M
Electronic distribution - NO MEDIA
Contract: MARKET
CrowdStrike 12-Month Server Threat Graph Standard
Software Subscription
100 5428944 $0.00 $0.00
Mfg. Part#: CS.TG.STD.HPS.12M
Electronic distribution - NO MEDIA
University LMS Subscription Customer Access Pass -
web-based training
2 5744579 $0.00 $0.00
Mfg. Part#: RR.PSO.ENT.PASS.12M
Electronic distribution - NO MEDIA
CrowdStrike 12-Month Express Support 1 4915958 $6,500.00 $6,500.00 Mfg. Part#: RR.HOS.ENT.EXPS.12M
Electronic distribution - NO MEDIA
Contract: MARKET
CrowdStrike Falcon Complete - Flex License - 1 Year - Tier 1 - 1 License
460 6777886 $120.00 $55,200.00
Mfg. Part#: FC.CS.SOLN.FLEX.T1.12M
Electronic distribution - NO MEDIA
Contract: MARKET
CrowdStrike 12-Month Insight - Bundled Software
Subscription
460 5427068 $0.00 $0.00
Mfg. Part#: CS.INSIGHTB.SOLN.T3.12M
Electronic distribution - NO MEDIA
Contract: MARKET
CrowdStrike 12-Month Prevent - Bundled Software
Subscription
460 5427072 $0.00 $0.00
Mfg. Part#: CS.PREVENTB.SOLN.T3.12M
Electronic distribution - NO MEDIA
Contract: MARKET
CrowdStrike 12-Month Discover - Bundled Software
Subscription
460 5427074 $0.00 $0.00
Mfg. Part#: CS.DISCB.SOLN.T3.12M
Electronic distribution - NO MEDIA
Contract: MARKET
CrowdStrike 12-Month Falcon Complete Subscription
460 5400119 $0.00 $0.00
Mfg. Part#: CS.FALCOMPS.SVC.12M
Electronic distribution - NO MEDIA
Contract: MARKET
CrowdStrike 12-Month Overwatch - Bundled
460 5427082 $0.00 $0.00
Mfg. Part#: CS.OWB.SVC.T3.12M
Electronic distribution - NO MEDIA
Contract: MARKET
CrowdStrike 12-Month Threat Graph Standard Software
Subscription
360 5343526 $0.00 $0.00
Mfg. Part#: CS.TG.STD.12M
494

Page 3 of 5 ends

QUOTE DETAILS (CONT.)
Electronic distribution - NO MEDIA
Contract: MARKET
CrowdStrike 12-Month Server Threat Graph Standard
Software Subscription
100 5428944 $0.00 $0.00
Mfg. Part#: CS.TG.STD.HPS.12M
Electronic distribution - NO MEDIA
University LMS Subscription Customer Access Pass -
web-based training
2 5744579 $0.00 $0.00
Mfg. Part#: RR.PSO.ENT.PASS.12M
Electronic distribution - NO MEDIA
CrowdStrike 12-Month Express Support 1 4915958 $6,500.00 $6,500.00 Mfg. Part#: RR.HOS.ENT.EXPS.12M
Electronic distribution - NO MEDIA
Contract: MARKET
CrowdStrike Falcon Complete - Flex License - 1 Year - Tier 1 - 1 License
460 6777886 $120.00 $55,200.00
Mfg. Part#: FC.CS.SOLN.FLEX.T1.12M
Electronic distribution - NO MEDIA
Contract: MARKET
CrowdStrike 12-Month Insight - Bundled Software
Subscription
460 5427068 $0.00 $0.00
Mfg. Part#: CS.INSIGHTB.SOLN.T3.12M
Electronic distribution - NO MEDIA
Contract: MARKET
CrowdStrike 12-Month Prevent - Bundled Software
Subscription
460 5427072 $0.00 $0.00
Mfg. Part#: CS.PREVENTB.SOLN.T3.12M
Electronic distribution - NO MEDIA
Contract: MARKET
CrowdStrike 12-Month Discover - Bundled Software
Subscription
460 5427074 $0.00 $0.00
Mfg. Part#: CS.DISCB.SOLN.T3.12M
Electronic distribution - NO MEDIA
Contract: MARKET
CrowdStrike 12-Month Falcon Complete Subscription
460 5400119 $0.00 $0.00
Mfg. Part#: CS.FALCOMPS.SVC.12M
Electronic distribution - NO MEDIA
Contract: MARKET
CrowdStrike 12-Month Overwatch - Bundled
460 5427082 $0.00 $0.00
Mfg. Part#: CS.OWB.SVC.T3.12M
Electronic distribution - NO MEDIA
Contract: MARKET
CrowdStrike 12-Month Threat Graph Standard Software
Subscription
360 5343526 $0.00 $0.00
Mfg. Part#: CS.TG.STD.12M
Electronic distribution - NO MEDIA
Contract: MARKET
495

Page 4 of 5 ends

QUOTE DETAILS (CONT.)
CrowdStrike 12-Month Server Threat Graph Standard
Software Subscription
100 5428944 $0.00 $0.00
Mfg. Part#: CS.TG.STD.HPS.12M
Electronic distribution - NO MEDIA
Contract: MARKET
University LMS Subscription Customer Access Pass -
web-based training
1 5744579 $0.00 $0.00
Mfg. Part#: RR.PSO.ENT.PASS.12M
Electronic distribution - NO MEDIA
Contract: MARKET
CrowdStrike 12-Month Express Support
1 4915958 $0.00 $0.00
Mfg. Part#: RR.HOS.ENT.EXPS.12M
Electronic distribution - NO MEDIA
Contract: MARKET
University LMS Subscription Customer Access Pass -
web-based training
1 5744579 $6,500.00 $6,500.00
Mfg. Part#: RR.PSO.ENT.PASS.12M
Electronic distribution - NO MEDIA
SUBTOTAL $185,100.00
SHIPPING $0.00
SALES TAX $0.00
GRAND TOTAL $185,100.00

PURCHASER BILLING INFO DELIVER TO
Billing Address:

CITY OF ROCKLIN

ACCTS PAYABLE
3970 ROCKLIN RD
ROCKLIN, CA 95677-2720
Phone: (916) 625-5000
Payment Terms: Net 30 Days-Govt State/Local
Shipping Address:

CITY OF ROCKLIN - IT

BRIAN GRAVES
4081 ALVIS CT
ROCKLIN, CA 95677-4012
Shipping Method: ELECTRONIC DISTRIBUTION
Please remit payments to:

CDW Government
75 Remittance Drive
Suite 1515
Chicago, IL 60675-1515
Sales Contact Info
Jeff Butchko | (877) 853-0557 | [email protected]
Need Help?
My Account
Support
Call 800.800.4239
496

Page 5 of 5 ends

About Us | Privacy Policy | Terms and Conditions
This order is subject to CDW's Terms and Conditions of Sales and Service Projects at http://www.cdwg.com/content/terms-conditions/product-sales.aspx For more information, contact a CDW account manager.
© 2025 CDW•G LLC, 200 N. Milwaukee Avenue, Vernon Hills, IL 60061 | 800.808.4239 497
© CDW Government LLC 202 5 | 230 N. Milwaukee Ave. | Vernon Hills, IL 60061 To the extent allowable, all information and docu ments hereby submitted in response to the Request for Quote (“RFQ”) furnished by the City of Rocklin are the Proprietary and Confidential property of CDW Government LLC.

City of Rock lin, RFQ #2 5-0 2
Bid Document
498

Page 1 ends

City of Rocklin California
InformationTechnology Division

Date: 01/08/2025
REQUEST FOR QUOTE # 25-02
CrowdStrike Falcon Complete Endpoint Protection Software Please submit quote by e-mail
Due 5 PM Tuesday 01/21/2025 Extended to 3 PM Friday 01/24/2025

Acquisition Information Supplier Information
Name: Ruth Green

Phone: (916) 625-5080

e-mail: [email protected]
Name: CDW Government LLC

Contact: Jeff Butchko – Account Manager

Address: 230 N. Milwaukee Avenue, Vernon Hills, IL 60061

Phone: (847) 371-5500

e-mail: [email protected]

Ship to Location:

City of Rocklin
Ruth Green
4081 Alvis Court
Rocklin, CA 95677
Federal Employer Identification Number: 36-4230110
Name of person completing quote: Jeff Butchko – Acct Mngr

Signature: Date: 01/23/2025

Justin Schwier – Manager, Proposals
Price Quote is good for a minimum of 30 days unless otherwise noted Freight - Include all freight in quote prices

Overview
The City of Rocklin (City) seeks to obtain offers for goods and for IT operational managed services support for CrowdStrike Falcon Complete Endpoint Protection Platform with Managed Detection and Response (MDR) Bundle (CrowdStrike Software).

The CrowdStrike Software, together with the operational managed services support, must meet the following specifications:
• Detect user access levels on endpoints, including administrative access, and provide additional search and analytic capabilities with this data.
• Provide a means to see a near real-time endpoint inventory, and online reports for system application, including versions of applications.
• Detect rogue endpoints (endpoints on the entity’s network not covered by the selected endpoint solution). • Provide real-time prevention and detection, without the need for constant remote connectivity or updates. • Use indicators of compromise to identify abnormalities. • Utilize artificial intelligence (AI) designed to prevent and detect abnormalities and attempted exploits including “zero day” (never-before seen malware) attacks.
• MDR solution providing 24 x7 monitoring for vulnerabilities, threats and risks o Provide expert teams of researchers and investigators o Team of responders who provide always-on monitoring and response o Solution to provide detection, response, containment, and remediation to validate threats has been neutralized

The goal of this RFQ is to establish an agreement for a three (3) year term (March 20, 2025 to March 19, 2028) paid annually.

RFQ Response Content: A completed copy of the Cost Worksheet (Attachment A) must be submitted.

499
City of Rocklin , RFQ #25 -02
© CDW Government LLC 202 5 | 230 N. Milwaukee Ave. | Vernon Hills, IL 60061 To the extent allowable, all information and docu ments hereby submitted in response to the Request for Quote (“RFQ”) furnished by the City of Rocklin are the Proprietary and Confidential property of CDW Government LLC .

About CDW Government
CDW Government LLC (CDW Government) is a wholly
owned subsidiary of CDW LLC (CDW), a leading multi -
brand technology solutions provider to business,
government, education, and healthcare organizations
in the U.S., the U.K., and Canada. Established in 1984, CDW’s sustainable growth and continued financial
stability serve to assure the City of Rocklin that we are here to stay and can support you through the life of
this contract and beyond. Recognizing the unique
challenges and opportunities of our public sector
customers, we established CDW Government in 1998
to focus on the specific needs of our educa tion and
government customers. Our teams are broken down
by segment, with separate teams serving state and
local and federal government customers. For local
specialization, teams are further organized into
geographic regions. We have an exp ansive network of
offices near major cities and a large team of field coworkers across the United States.

State and Local Government Expertise
With more than 20 years of experience serving state and local governments (SLG), CDW Government can help you implement the right technology solutions to meet your agency’s mission and goals and better prepare for tomorrow's IT challenges. We have more than 250 dedicated SLG account professionals serving all 50 states from the largest state agencies to the smallest rural communities. Through regional segmentation, we ensure that each agency’s needs are addressed with personalized customer service. Your dedicated teams are well- attuned to the legislative and fisca l calendars at the state level, as well as business cycles and practices of major metropolitan areas .

Based on our understanding of
government practice, we have
developed specialized focus areas
around some of your more complex
business components, including
electric, utilities, transit, and public
safety.
500
City of Rocklin , RFQ #25 -02
© CDW Government LLC 202 5 | 230 N. Milwaukee Ave. | Vernon Hills, IL 60061 To the extent allowable, all information and docu ments hereby submitted in response to the Request for Quote (“RFQ”) furnished by the City of Rocklin are the Proprietary and Confidential property of CDW Government LLC .

Specialized Focus Areas
Based on our understanding of government practice, we have developed specialized focus areas, including small and rural cities, utilities, transit, and public safety.

Small and Rural Cities
Through tailored solutions and dedicated support, CDW Government is committed to empowering cities of 20,000 citizens or less with the technology and resources needed to deliver essential public services . We focus on enhancing service delivery through scalable solutions, advanced technology integration, and proactive security measures, ensuring efficient operations and improved citizen services.

Utilities
We have supported public utility customers across thousands of projects, and currently serve approximately 6,000 electric, gas, water, sewage, sanitary, and irrigation customers across the United States . Our teams focus on solutions that help solve pressing challenges, such as security threats and risks, urgent government mandates, and optimizing collaboration across teams.

Transportation
We help transportation customers enhance operational efficiency, improve safety, and drive digital transformation through innovative technology solutions. By leveraging IoT, edge computing, and smart infrastructure, CDW helps transportation organizations implement systems that optimize traffic management, monitor fleet performance, and enable predictive maintenance.

Public Safety
With more than 20 years of experience and 100s of engagements, we understand that access to real- time data helps improve first responders’ response time and streamline agencies’ operations for greater flexibility and reliability. Our dedicated team of public safety specialists ha s the expertise and partnerships to design and deploy public safety IT solutions quickly and efficiently.

Small and Rural Cities
Utilities
Trans portation
Public Safety
501
City of Rocklin , RFQ #25 -02
© CDW Government LLC 202 5 | 230 N. Milwaukee Ave. | Vernon Hills, IL 60061 To the extent allowable, all information and docu ments hereby submitted in response to the Request for Quote (“RFQ”) furnished by the City of Rocklin are the Proprietary and Confidential property of CDW Government LLC .

Strengths, Best Practices, and Value
By aligning with CDW Government, your organization can take advantage of our strengths, best practices, and value -added services.

Full Stack. Full Lifecycle. Full Outcomes .

We make complex solutions easy and efficient with our full life -cycle approach - Listen, Advise, Design, Orchestrate, and Manage.
502
City of Rocklin , RFQ #25 -02
© CDW Government LLC 202 5 | 230 N. Milwaukee Ave. | Vernon Hills, IL 60061 To the extent allowable, all information and docu ments hereby submitted in response to the Request for Quote (“RFQ”) furnished by the City of Rocklin are the Proprietary and Confidential property of CDW Government LLC .

Dedicated Support Resources
When you work with CDW Government , you have access to expertise that is not available within your organization. Our team s will tailor a piece of equipment or an entire network to deliver the most effective and sustainable results.

Daily Account Management
Your CDW Government team is responsible for managing your procurement needs and overseeing all facets of your account. The team will establish a regular meeting cadence to discuss your current needs, IT standards, and long -term goals.

Jeff Butchko, Account Manager
P: (847) 371 -5500, E: [email protected]

Sales Leadership
Your CDW Government sales leaders help develop strategies that best serve your long -term success. They are also responsible for building and maintaining strong partner relationships that we can leverage to benefit your organization.

Drew Gillis, Sales Manager
P: (312) 547 -2365, E: [email protected]

Presales IT Expert Consultants
Your team engages our in- house resources to help you develop the best solution for your unique needs, challenges, and long -term goals. Trained in specific technologies, solutions, and/or partner products, our specialists work with you to offer advice on the best solutions. 503
City of Rocklin , RFQ #25 -02
© CDW Government LLC 202 5 | 230 N. Milwaukee Ave. | Vernon Hills, IL 60061 To the extent allowable, all information and docu ments hereby submitted in response to the Request for Quote (“RFQ”) furnished by the City of Rocklin are the Proprietary and Confidential property of CDW Government LLC .

Strong Vendor Partnerships
When it comes to IT, we know you have many choices. When you work with CDW Government , we will leverage our strong industry partnerships with leading manufacturers and service providers to help you obtain the best value for your complete IT solution. With more than 1,000 industry -leading vendor partners , we give you access to one of the largest technology portfolios in the industry. Our partnership will also provide you with:
 Product Insight. We work closely with the leading manufacturers to review roadmaps and evaluate new models. This enables us to develop strategies for smooth upgrades and transitions, and directly informs our advice and recommendations to the City of Rocklin .
 In-House Expertise. Our account managers and technical staff are regularly trained and certified by our manufacturing partners to ensure optimal product deployment and management in your environment.
 Expedited Access. Some of our top vendor partners staff representatives at CDW to facilitate requests for information and assist with solution design, giving you direct access to their expertise and insight.
 Seamless Deployment. Our account teams build strong relationships with our partners through regular communication and collaboration. This helps ensure a smooth deployment process from beginning to end.
 Risk Mitigation . We receive detailed insight into supply chain availability, manufacturing delays, distribution shortages , overstocks, and other disruptions.

This allows us to better forecast product availability and plan for your needs.  Best Value Solutions. We leverage our relationships to secure competitive prices and ensure we deliver the best value to maximize your investments.

For a full list of our vendor partners , please visit https://www.cdw.com/content/cdw/en/brand.html .
504
City of Rocklin , RFQ #25 -02
© CDW Government LLC 202 5 | 230 N. Milwaukee Ave. | Vernon Hills, IL 60061 To the extent allowable, all information and docu ments hereby submitted in response to the Request for Quote (“RFQ”) furnished by the City of Rocklin are the Proprietary and Confidential property of CDW Government LLC .

Simplify Your IT Journey
Large In -Stock Inventory and In -House Services
A significant advantage we offer the City of Rocklin is our ability to deliver the right products, at the right value, right when you need them. CDW has two large, strategically located distribution centers controlled by a state -of-the-art Warehouse Management System that ensures speed and accuracy throughout the order fulfillment and distribution processes (Figure 2). The Vernon Hills and North Las Vegas locations facilitate quick distribution of product s, as well as provide configuration capabilities in -house.

To supplement our direct purchasing model, CDW has developed strong affiliations with principal channel distributors. Our distribution centers are close to principal distributors; this enables us to quickly obtain competitively priced, non- stocked items.

Streamline Your Experience
Your CDW Government team works closely with the City of Rocklin ’s key stakeholders, as well as your selected manufacturers (OEMs) and service providers. We will be your single point of contact, facilitating communication and simplifying your experience.

VERNON HILLS, IL
450k square feet
Capacity for up to 10K+
configurations per day

LAS VEGAS, NV
513k square feet
Capacity for up to 10K+
configurations per day

ISO 9001 Quality | ISO 14001 Environment | ISO 20243 Risk Management | ISO 27001 Information Security | ISO 2800 Secure Supply Chain Figure 1 - Our distribution and configuration centers help ensure speed and accuracy throughout the project. 505
City of Rocklin , RFQ #25 -02
© CDW Government LLC 202 5 | 230 N. Milwaukee Ave. | Vernon Hills, IL 60061 To the extent allowable, all information and docu ments hereby submitted in response to the Request for Quote (“RFQ”) furnished by the City of Rocklin are the Proprietary and Confidential property of CDW Government LLC .

All in One Place – Your Online CDW Account Portal
CDW.com is a full -commerce -enabled website, filterable by industry, with functions that include product search, browse and compare, checkout, and access to a digital account portal to manage your technology investments.

Your customizable Rubi portal serves as your trusted digital adviser. An example of our customer -centric approach, Rubi is the evolution of your CDW Account Center, developed in direct response to customer feedback.

Rubi helps you plan, procure, and manage assets across your technology lifecycle with greater confidence and less complexity. From one central portal, configurable for relevance, you can simplify the ordering process, access industry knowledge, and collaborate with technology experts to take more informed action on your investments.

506
Version 2020-12-09

Appointment of Authorized Representative with Limited Signing Authority

In accordance with the authority delegated to the undersigned, Robert F. Kirby, President, CDW Government LLC (“Company”), the undersigned hereby delegates to Justin Schwier (“Authorized Representative ”) holding the title, Manager, Proposals (“Authorized Title”), of Company or its affiliate, the authority solely to review and ex ecute certain Contract documents, subject to certain limitations, as set forth in the table below (“Restricted Authority”).

Contract Types:
select type of agreement
(one or more may apply)

Agreements and purchase orders related to marketing.

Nondisclosure and other forms of confidentiality agreements and non-binding letters of intent in connection with potential M&A opportunities.

Non-disclosure and other forms of confidentiality agreements with customers and partners.

Agreements with customers to provide IT products and professional services (to the extent such services are authorized by the undersigned), and all such accompanying forms (attestations and disclosures) that are generally required to form a complete contract including memorandums of understanding, and subcontracts with partners on the Agreements described above, but excluding software beta test and early adoptee agreements, and any agreements out of the ordinary course of Company's business.

Bids & Proposals to provide IT products and professional services, (to the extent such services are authorized by the undersigned), and all such accompanying forms (attestations and disclosures) that are generally required to form a complete offer for contract package, but excluding software beta test and early adoptee offers, and any offer out of the ordinary course of Company's business.

SOWs and Change Orders with customers to provide IT professional services (to the extent such services are authorized by the undersigned), but excluding software beta test and early adoptee contracts, and any contracts out of the ordinary course of Company's business.

Agreements with partners to purchase IT products and professional services (to the extent such services are authorized by the undersigned), but excluding software beta test and early adoptee agreements, and any agreements out of the ordinary course of Company's business.

Agreements, including but not limited to, Participation Agreements and Teaming Agreements with Partners/Vendors to provide IT products and professional services to customers (to the extent such services are authorized by the undersigned), but excluding agreements for software beta test and early adoptee agreements, and any agreements out of the ordinary course of Company's business.

SOWs with Partners/Vendors to provide IT professional services to Customers (to the extent such services are authorized by the undersigned), but excluding agreements for software beta test and early adoptee agreements, and any agreements out of the ordinary course of Company's business.

Check other: [Click to fill in description]
Territorial Limit U.S. Only
Not to Exceed Dollar
Value Limit
Up to $5,000,000 . (This is total value, not annual value, of a contract.) Not to Exceed Contract
Duration for Services
Up to three (3) year(s)
Required Approvals
and Other Conditions
x Compliance with Company Legal Department mandated contract review process. x Compliance with Company policies.
x Capital expenditures approval, if applicable.
x General Counsel review if Contract is with any principal stockholder, director or officer (or immediate family member) of a CDW company.
x Treasurer review of any grant of a security interest or lien. x Legal approval of any contract with a foreign entity. x Delegation in the Agiloft tool as backup for you while out must only be provided to an individual coworker with the same title and level of signing authority as you, or your manager.

[Signature Page Follows]
507
Version 2020-12-09
Authorized Representative shall use the following signature blo ck, or one that indicates in a substantially similar manner that the Authorized Representative is authorized when executing Contracts on behalf of Company:

CDW Government LLC

By: Justin Schwier, its Authorized Representative

This appointment is effective on the date specified below and s hall remain in effect until the earliest of: (a) the date, December 31, 2023, when this Restricted Authority expires; (b) the date when the Authorized Representative no longer holds the Authorized Title; or (c) the date when the Restricted Authority is terminated by the undersigned. Authorized Representative may not assign or delegate the Restricted Authority to any other person.

Effective Date January 1, 2023:

Robert F. Kirby
President
CDW Government LLC

Received and Approved by Corporate Paralegal:

Janell Nelsen

Received and Approved by the Corporate Secretary’s Office:

April Hanes-Dowd

508
City of Rocklin , RFQ #25 -02

© CDW Government LLC 202 5 | 230 N. Milwaukee Ave. | Vernon Hills, IL 60061 To the extent allowable, all information and documents hereby submitted in response to the Request for Quote (“RFQ”) furnished by the City of Rocklin are the Proprietary and Confident ial property of CDW Government LLC .

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CROWDSTRIKE TERMS AND CONDITIONS
PLEASE READ CAREFULLY: THE INDIVIDUAL ACCEPTING THESE TERMS AND CONDITIONS ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY (“CUSTOMER” OR “YOU”), REPRESENTS AND WARRANTS THAT HE OR SHE HAS FULL AUTHORITY TO BIND THE CUSTOMER TO THIS AGREEMENT. UNLESS THE CUSTOMER HAS

ANOTHER VALID AGREEMENT FOR THE PURCHASE AND USE OF CROWDSTRIKE

PRODUCTS AND SERVICES, THESE TERMS AND CONDITIONS GOVERN YOUR RIGHTS TO USE THE CROWDSTRIKE PRODUCTS AND SERVICES. BY ASSENTING

TO THESE TER MS (EITHER BY CLICKING, CHECKING A BOX OR PLACING AN

ORDER) CUSTOMER ACCEPTS THESE TERMS AND CONDITIONS, WHICH WILL BE DEEMED A BINDING CONTRACT BETWEEN CUSTOMER AND CROWDSTRIKE, INC., A

DELAWARE CORPORATION, ON BEHALF OF ITSELF AND ANY AFFILIATES PERFORMI NG HEREUNDER (COLLECTIVELY, “CROWDSTRIKE”). IF CUSTOMER

DOES NOT AGREE TO OR CANNOT COMPLY WITH ALL THE TERMS AND

CONDITIONS OR IF THE INDIVIDUAL DOES NOT HAVE AUTHORITY TO BIND THE

CUSTOMER, THEN DO NOT ASSENT AND CUSTOMER WILL NOT BE AUTHORIZED TO ACCESS OR USE THE PRODUCTS OR SERVICES. THESE TERMS AND CONDITIONS

ARE BINDING AS OF THE EARLIEST OF THE DATE THAT CUSTOMER ACCEPTS THE

TERMS AND CONDITIONS HEREIN, THE DATE SET FORTH ON AN ORDER OR THE

DATE ON WHICH CUSTOMER DOWNLOADS, INSTALLS, ACTIVATES OR US ES THE PRODUCT OR SERVICE.

These CrowdStrike Terms and Conditions are a master agreement that cover all CrowdStrike products and services but provisions regarding specific products or services apply only to the extent you have purchased, accessed or used s uch products or services.

1. Definitions.
“Affiliate” means any entity that a party directly or indirectly controls (e.g., subsidiary) or is controlled by (e.g., parent), or with which it is under common control (e.g., sibling). “Agreement” means these CrowdStrike Terms and Conditions together with each Order. “API” means an application program (or programming) interface. “CrowdStrike Competitor” means a person or entity in the business of developing, distributing, or commercializing Internet security products or services substantially similar to or competitive with CrowdStrike's products or services. “CrowdStrike Data” shall mean the data generated by the CrowdStrike Offerings, including but not limited to, correlative and/or contextual data, and/or detecti ons. For the avoidance of doubt, CrowdStrike Data does not include Customer Data. “CrowdStrike Tool” means any CrowdStrike proprietary software -as-a-service, software, hardware, or other tool that CrowdStrike uses in performing Professional Services, which may be specified in the applicable SOW. CrowdStrike Tools may include CrowdStrike’s products.
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“Customer” means as the context requires, in addition to the entity identified above, any Customer Affiliate that places an Order under these CrowdStrike Terms and Conditions, uses or accesses any Offering hereunder, or benefits from the Customer’s use of an Offering.
“Customer Contractor” means any individual or entity (other than a CrowdStrike Competitor) that: (i) has access or use of a Product under this Agreement solely on behalf of and for Customer’s Internal Use, (ii) has an agreement to provide Customer (or its Affiliates) services, and (iii) is subject to confidentiality obligations covering CrowdStrike’s Confidential Information.
“Customer Contractor Services” means products, services or content developed or provided by Customer Contractors, including, but not limited to, third party applications complimentary to the Offerings, implementation services, managed services, training, technical support, or other consulting services related to, or in conjunction with, the Offerings.
“Documentation” means CrowdStrike’s end- user technical documentation included in the applicable Offering.
“Endpoint” means any physical or virtual device, such as, a computer, server, laptop, desktop computer, mobile, cellular, container or virtual machine image. “Error” means a reproducible failure of a Product to perform in substantial conformity with its applicable Documentation.
“Internal Use” means access or use solely for Customer’s and subject to the Section entitled Affiliates, Orders and Payment; Affiliates and the Section entitled Access and Use Rights, its Affiliates’, own internal information security purposes. By way of example and not limitation, Internal Use does not incl ude access or use: (i) for the benefit of any person or entity other than Customer or its Affiliates, or (ii) in any event, for the development of any product or service. Internal Use is limited to access and use by your and your Affiliates’ employees and Customer Contractors (except as set forth in the Section entitled Customer Contractors), in either event, solely on your behalf and for your benefit. “Offerings” means, collectively, any Products, Product -Related Services, or Professional Services.
“Order” means any purchase order or other ordering document (including any SOW) accepted by CrowdStrike or a reseller that identifies the following ordered by Customer:

Offering, Offering quantity based on CrowdStrike’s applicable license metrics (e.g., number of Endpoints, size of company (based on number of employees), number of file uploads, or number of queries), price and Subscription/Order Term.
“Product” means any of CrowdStrike’s cloud- based software or other products ordered by Customer as set forth in the relevant Order, the available accompanying API’s, the CrowdStrike Data, any Documentation and any Updates thereto that may be made available to Customer from time to time by CrowdStrike. 523
“Product -Related Services” means, collectively, (i) Falcon OverWatc h, (ii) Falcon Complete Team, (iii) the technical support services for certain Products provided by CrowdStrike, (iv) training, and (v) any other CrowdStrike services provided or sold with Products. Product -Related Services do not include Professional Serv ices. “Professional Services” means any professional services performed by CrowdStrike for Customer pursuant to an SOW or other Order. Professional Services may include without limitation incident response, investigation and forensic services related to cy ber-security adversaries, tabletop exercises, and next generation penetration tests related to cyber - security.
“Services” means, collectively, any Product -Related Services and any Professional Services.
“Statement of Work” or “SOW” means a mutually -agreed executed written document describing the Professional Services to be performed by CrowdStrike for Customer, deliverables, fees, and expenses related thereto.
“Subscription/Order Term” means the period of time set forth in the applicable Order during which: (i) Customer is authorized by CrowdStrike to access and use the Product or Product -Related Service, or (ii) Professional Services may be performed. “Updates” means any correction, update, upgrade, patch, or other modification or addition made by CrowdStrike to any Product and provided to Customer by CrowdStrike from time to time on an as available basis.

2. Affiliates, Orders and Payment.

2.1 Affiliates. Any Affiliate purchasing hereunder, or using or accessing any Offering hereunder, or benefitting from the Customer’s use of an Offering, will be bound by and comply with all terms and conditions of this Agreement. The Customer signing these CrowdStrike Terms and Conditions will remain responsible for Customer’s Affiliates’ acts and omissions unless Customer’s Affiliate has entered into its own Terms and Conditions with CrowdStrike.

2.2 Orders. Only those transaction- specific terms stating the Offerings ordered, quantity, price, payment terms, Subscription/Order Term, and billing/provisioning contact information (and for the avoidance of doubt, specifically excluding any pre- printed terms on a Customer or reseller purchase order) will have any force or effect unless a particular Order is executed by an authorized signer of CrowdStrike and retur ned to Customer (or the applicable reseller). If any such Order is so executed and delivered, then only those specific terms on the face of such Order that expressly identify those portions of this Agreement that are to be superseded will prevail over any conflicting terms herein but only with respect to those Offerings ordered on such Order. Orders are non- cancellable. Any Order through a reseller is subject to, and CrowdStrike’s obligations and liabilities to Customer are governed by, this Agreement.

2.3 Payment and Taxes. Customer will pay the fees for Offerings to a reseller or CrowdStrike as set forth in the applicable Order. Unless otherwise expressly set forth on the Order, Customer will pay the fees and amounts stated on each Order within 30 days 524
after receipt of the applicable invoice. Except as otherwise expressly provided in this Agreement, all fees and other amounts are non -refundable. Fees are exclusive of any applicable sales, use, value added, withholding, and other taxes, however designated.

Customer shall pay all such taxes levied or imposed by reason of Customer’s purchase of the Offerings and the transactions hereunder, except for taxes based on CrowdStrike’s income or with respect to CrowdStrike’s employment of its employees.

3. Access & Use Rights.

3.1 Evaluation. If CrowdStrike approves Customer’s evaluation use of a CrowdStrike product (“Evaluation Product”), the terms herein applicable to Products also apply to evaluation access and use of such Evaluation Product, except for the following different or additional terms: (i) the duration of the evaluation is as mutually agreed upon by you and CrowdStrike, provided that either CrowdStrike or you can terminate the evaluation at any time upon written (including email) notice to the other party ; (ii) the Evaluation Product is provided “AS -IS” without warranty of any kind, and CrowdStrike disclaims all warranties, support obligations, and other liabilities and obligations for the Evaluation Product; and (iii) Customer’s access and use is limited to Internal Use by Customer employees only.

3.2 Access & Use Rights. Subject to the terms and conditions of this Agreement (including CrowdStrike’s receipt of applicable fees), CrowdStrike grants Customer, under CrowdStrike’s intellectual property rights i n and to the applicable Product, a non- exclusive, non-transferable (except as expressly provided in the Section entitled Assignment), non- sublicensable license to access and use the Products in accordance with any applicable Documentation solely for Custom er’s Internal Use during the applicable Subscription/Order Term. Customer’s access and use is limited to the quantity in the applicable Order.

Furthermore, the following additional terms and conditions apply to specific Products (or components thereof):
(a) Products with Software Components. If Customer purchases a subscription to a Product with a downloadable object -code component (“Software Component”), Customer may, during the Subscription/Order Term install and run multiple copies of the Software Components solely for Customer’s and your Affiliates’ Internal Use up to the maximum quantity in the applicable Order.
(b) CrowdStrike Tools. If CrowdStrike provides CrowdStrike Tools to you pursuant to performing Professional Services, the license set forth in the Section entitled Access & Use Rights applies to such CrowdStrike Tools as used solely for your Internal Use during the period of time set forth in the applicable Order, or if none is specified, for the period authorized by CrowdStrike. Not all Professi onal Services engagements will involve the use of CrowdStrike Tools.

3.3 Restrictions. The access and use rights set forth in the Section entitled Access & Use Rights do not include any rights to, and you will not, with respect to any Offering (or any portion thereof): (i) employ or authorize a CrowdStrike Competitor to use or view the Offering or Documentation, or to provide management, hosting, or support for an Offering; (ii) alter, publicly display, translate, create derivative works of or otherwise modify an Offering; (iii) sublicense, distribute or otherwise transfer an Offering to any third party (except as expressly provided in the Section entitled Assignment); (iv) allow third parties to access or use an Offering (except for Customer Contractors as expressly permitted herein); 525
(v) create public Internet “links” to an Offering or “frame” or “mirror” any Offering content on any other server or wireless or Internet -based device; (vi) reverse engineer, decompile, disassemble or otherwise attempt to deriv e the source code (if any) for an Offering (except to the extent that such prohibition is expressly precluded by applicable law), circumvent its functions, or attempt to gain unauthorized access to an Offering or its related systems or networks; (vii) use an Offering to circumvent the security of another party’s network/information, develop malware, unauthorized surreptitious surveillance, data modification, data exfiltration, data ransom or data destruction; (viii) remove or alter any notice of proprietary right appearing on an Offering; (ix) conduct any stress tests, competitive benchmarking or analysis on, or publish any performance data of, an Offering (provided, that this does not prevent Customer from comparing the Products to other products for Custom er’s Internal Use); (x) use any feature of CrowdStrike APIs for any purpose other than in the performance of, and in accordance with, this Agreement; or (xi) cause, encourage or assist any third party to do any of the foregoing. Customer agrees to use an O ffering in accordance with laws, rules and regulations directly applicable to Customer and acknowledges that Customer is solely responsible for determining whether a particular use of an Offering is compliant with such laws.

3.4 Installation and User Accounts. CrowdStrike is not responsible for installing Products unless you purchase installation services from CrowdStrike. For those Products requiring user accounts, only the single individual user assigned to a user account may access or use the Product. You are liable and responsible for all actions and omissions occurring under your and your Customer Contractor’s user accounts for Offerings. You shall notify CrowdStrike if you learn of any unauthorized access or use of your user accounts or passwords for an Offering.

3.5 Malware Samples. If CrowdStrike makes malware samples available to Customer in connection with an evaluation or use of the Product (“Malware Samples”), Customer acknowledges and agrees that: (i) Customer’s access to and use of Malware Sampl es is at Customer’s own risk, and (ii) Customer should not download or access any Malware Samples on or through its own production systems and networks and that doing so can infect and damage Customer’s systems, networks, and data. Customer shall use the Malware Samples solely for Internal Use and not for any malicious or unlawful purpose.

CrowdStrike will not be liable for any loss or damage caused by any Malware Sample that may infect Customer’s computer equipment, computer programs, data, or other propri etary material due to Customer’s access to or use of the Malware Samples.

3.6 Third Party Software. CrowdStrike uses certain third party software in its Products, including what is commonly referred to as open source software. Under some of these third party licenses, CrowdStrike is required to provide Customer with notice of the license terms and attribution to the third party. See the licensing terms and attributions for such third party software that CrowdStrike uses at: https://falcon.crowdstrike.com/opensource.

3.7 Ownership & Feedback. Products, Product -Related Services and the CrowdStrike Tools are made available for use or licensed, not sold. CrowdStrike owns and retains all right, title and interest (including all intellectual property rights) in and to the Products, Product - Related Services and the CrowdStrike Tools. Any feedback or suggestions that Customer provides to CrowdStrike regarding its Offerings and CrowdStrike Tools (e.g., bug fixes and features requests) is non- confidential and may be us ed by CrowdStrike for any purpose 526
without acknowledgement or compensation; provided, Customer will not be identified publicly as the source of the feedback or suggestion.

4. Customer Contractors.

4.1 Authorization. Customer authorizes CrowdStrike to give C ustomer Contractors the rights and privileges to the Offerings necessary to enable and provide for Customer’s use and receipt of the Customer Contractor Services. If at any time Customer revokes this authorization, to the extent the Offerings provide for C ustomer to limit the Customer Contractor’s access and use of the Offerings, then Customer is responsible for taking the actions necessary to revoke such access and use. In the event Customer requires CrowdStrike assistance with such revocation or limitation, Customer must contact CrowdStrike Support with written notice of such revocation or limitation at [email protected] and CrowdStrike will disable the Customer Contractor’s access to Customer’s Offerings within a reasonable period of time following receipt of such notice but in any event within 72 hours of receipt of such notice.

4.2 Disclaimer. Customer Contractors are subject to the terms and conditions in the Agreement while they are using the Offerings on behalf of Customer and Customer remains responsible for their acts and omissions during such time. Any breach by a Customer Contractor of this Agreement is a breach by Customer. CrowdStrike may make available Customer Contractor Services to Customer, for example, through an online directory, catalog, store, or marketplace. Customer Contractor Services are not required for use of the Offerings. Offerings may contain features, including API’s, designed to interface with or provide data to Customer Contractor Services. CrowdStrike is not responsible or liable for any loss, costs or damages arising out of Customer Contractor’s actions or inactions in any manner, including but not limited to, for any disclosure, transfer, modification or deletion of Customer Data (defined in Exhibit A). Whether or not a Customer Contractor is designated by CrowdStrike as, or otherwise claims to be “certified,” “authorized,” or similarly labeled, CrowdStrike does not: (i) control, monitor, maintain or provide support for, Customer Contractor Services, (ii) disclaims all warranties of any kind, indemnities, obligations, and other liabilities in connection with the Customer Contractor Services, and any Customer Contractor interface or integration with the Offerings, and (iii) cannot guarantee the continued availability of Customer Contractor Services and related features. If Customer Contractor Services and related features are no longer available for any reason, CrowdStrike is not obligated to provide any refund, credit, or other compensation for, or related to, the Offerings.

4.3 Restrictions on Customer Contractors. Customer shall not give or allow Customer Contractors access to, or use of, intelligence reports provided by, or made accessible in, the Products. For the avoidance of doubt, nothing herein prevents Customer from using intelligence API’s in Customer Contractor Services for Customer’s Internal Use.

5. Professional Services.

5.1 Fees. Professional Services will commence on a mutually agreed upon date. Estimates provided for Professional Services performed on a time -and-material basis are estimates only and not a guaranteed time of completion. Professional Services performed on a fixed fee basis are limited to the scope of services stated in the applicable Order. 527

5.2 Ownership of Deliverables. Professional Services do not constitute “works for hire,” “works made in the course of duty,” or similar terms under laws where the transfer of intellectual property occurs on the performance of services to a payor. The only deliverable arising from the Professional Services is a report consisting primarily of CrowdStrike’s findings, recommendations, and adversary information. You own the copy of the report (including without limitation, all your Confidential Information therein) delivered to you (“Deliverable”), subject to CrowdStrike’s ownership of the CrowdStrike Materials. You agree that relative to you, CrowdStrike exclusively owns any and all software (including object and source code), flow charts, algorithms, documentation, adversary information, report templates, know -how, inventions, techniques, models, CrowdStrike trademarks, ideas and any and all other works and materials developed by CrowdStrike in connection with performing the Professional Services (including without limitation all intellectual property rights therei n and thereto) (collectively, the “CrowdStrike Materials”) and that title shall remain with CrowdStrike. For the avoidance of doubt, the CrowdStrike Materials do not include any Customer Confidential Information or other Customer provided materials or data. Upon payment in full of the amounts due hereunder for the applicable Professional Services and to the extent the CrowdStrike Materials are incorporated into the Deliverable(s), you shall have a perpetual, non- transferable (except as expressly provided in the Section entitled Assignment), non- exclusive license to use the CrowdStrike Materials solely as a part of the Deliverable(s) for your Internal Use.

6. Data Security and Privacy. See Exhibit A.

7. Confidentiality.

7.1 Definitions. In connection with this Agreement, each party (“Recipient”) may receive Confidential Information of the other party (“Discloser”) or third parties to whom Discloser has a duty of confidentiality. “Confidential Information” means non- public information in any form that is in the Recipient’s possession regardless of the method of acquisition that the Discloser designates as confidential to Recipient or should be reasonably known by the Recipient to be Confidential Information due to the nature of the information disclosed and/or the circumstances surrounding the disclosure. Confidential Information shall not include information that is: (i) in or becomes part of the public domain (other than by disclosure by Recipient in violation of this Agreement); (ii) previously known to Recipient without an obligation of confidentiality and demonstrable by the Recipient; (iii) independently developed by Recipient without use of Discloser’s Confidential Information; or (iv) rightfully obtained by Recipient from third parties w ithout an obligation of confidentiality.

7.2 Restrictions on Use. Except as allowed in Section 7.3 (Exceptions), Recipient shall hold Discloser’s Confidential Information in strict confidence and shall not disclose any such Confidential Information to any third party, other than to its employees, and contractors, including without limitation, counsel, accountants, and financial advisors (collectively, “Representatives”), its Affiliates and their Representatives, subject to the other terms of this Agreement, and in each case who need to know such information and who are bound by restrictions regarding disclosure and use of such information comparable to and no less restrictive than those set forth herein. Recipient shall not use Discloser’s Confidential Information for any purpose other than as set forth in this Agreement. Recipient shall take the same degree of care that it uses to protect its own confidential information of a similar nature and importance (but in no event less than reasonable care) to protec t the 528
confidentiality and avoid the unauthorized use, disclosure, publication, or dissemination of the Discloser’s Confidential Information. Within 72 hours of Recipient becoming aware of the unauthorized use, disclosure, publication, or dissemination of t he Discloser’s Confidential Information while in Recipient’s control, Recipient shall provide Discloser with notice thereof.

7.3 Exceptions. Recipient may disclose Discloser’s Confidential Information: (i) to the extent required by applicable law or regulation; (ii) pursuant to a subpoena or order of a court or regulatory, self -regulatory, or legislative body of competent jurisdiction; (iii) in connection with any regulatory report, audit, or inquiry; or (iv) where requested by a regulator with jurisdiction over Recipient. In the event of such a requirement or request, Recipient shall, to the extent legally permitted: (a) give Discloser prompt written notice of such requirement or request prior to such disclosure; and (b) at Discloser’s cost, a reasonable opportunity to review and comment upon the disclosure and request confidential treatment or a protective order pertaining thereto prior to Recipient making such disclosure. If the Recipient is legally required to disclose the Discloser’s Confidential Information as part of: (x) a legal proceeding to which the Discloser is a party but the Recipient is not; or (y) a government or regulatory investigation of the Discloser, the Discloser shall pay all of the Recipient’s reasonable and actual out of pocket l egal fees and expenses (as evidenced by reasonably detailed invoices) and will reimburse the Recipient for its reasonable costs and fees of compiling and providing such Confidential Information, including, a reasonable hourly rate for time spent preparing for, and participating in, depositions and other testimony.

7.4 Destruction. Upon Discloser’s written request, Recipient shall use commercially reasonable efforts to destroy the Confidential Information and any copies or extracts thereof. However, Recipient, its Affiliates and their Representatives may retain any Confidential Information that: (i) they are required to keep for compliance purposes under a document retention policy or as required by applicable law, professional standards, a court, or regulatory agency; or (ii) have been created electronically pursuant to automatic or ordinary course archiving, back -up, security, or disaster recovery systems or procedures; provided, however, that any such retained information shall remain subject to this Agreement. Upon Discloser’s request, Recipient will provide Discloser with written confirmation of destruction in compliance with this provision.

7.5 Equitable Relief. Each party acknowledges that a breach of this Section 7 (Confidentiality) shall cause the othe r party irreparable injury and damage. Therefore, each party agrees that those breaches may be stopped through injunctive proceedings in addition to any other rights and remedies which may be available to the injured party at law or in equity without the posting of a bond.

8. Warranties & Disclaimer.

8.1 No Warranty for Pre -Production Versions. Any pre- production feature or version of an Offering provided to Customer is experimental and provided “AS IS” without warranty of any kind and will not create any obligation for CrowdStrike to continue to develop, productize, support, repair, offer for sale, or in any other way continue to provide or develop any such feature or Offering. Customer agrees that its purchase is not contingent on the delivery of any futur e functionality or features, or dependent on any oral or written statements made by CrowdStrike regarding future functionality or features. 529

8.2 Product Warranty. If Customer has purchased a Product, CrowdStrike warrants to Customer during the applicable Subscription/Order Term that: (i) the Product will operate without Error; and (ii) CrowdStrike has used industry standard techniques to prevent the Products at the time of delivery from injecting malicious software viruses into your Endpoints where the Products are installed. You must notify CrowdStrike of any warranty claim during the Subscription/Order Term. Your sole and exclusive remedy and the entire liability of CrowdStrike for its breach of this warranty will be for CrowdStrike, at its own expense to do at least one of the following: (a) use commercially reasonable efforts to provide a work -around or correct such Error; or (b) terminate your license to access and use the applicable non- conforming Product and refund the prepaid fee prorated for the unused period of the Subscription/Order Term. CrowdStrike shall have no obligation regarding Errors reported after the applicable Subscription/Order Term.

8.3 Services Warranty. CrowdStrike warrants to you that it will perform all Services in a professional and workmanlike manner consistent with generally accepted industry standards. You must notify CrowdStrike of any warranty claim for Services during the period the Services are being performed or within 30 days after the conclusion of the Services. Your sole and exclusive remedy and the entire liability of CrowdStrike for its breach of this warranty will be for CrowdStrike, at its option and expense, to (a) use commercially reasonable efforts to re- perform the non- conforming Services, or (b) refund the portion of the fees paid attributable to the non- conforming Services.

8.4 Exclusions. The express warranties do not apply if the applicable Product or Service: (i) has been modified, except by CrowdStrike, (ii) has not been installed, used, or maintained in accordance with this Agreement or Documentation, or (iii) is non- conforming due to a failure to use an applicable Update. If any part of a Product or Service references websites, hypertext links, network addresses, or other third party locations, information, or activities, it is provided as a convenience only.

8.5 No Guarantee. CUSTOMER ACKNOWLEDGES, UNDERSTANDS, AND AGREES

THAT CROWDSTRIKE DOES NOT GUARANTEE OR WARRANT THAT IT WILL FIND, LOCATE, OR DISCOVER ALL OF CUSTOMER’S OR ITS AFFILIATES’ SYSTEM

THREATS, VULNERABILITIES, MALWARE, AND MALICIOUS SOFTWARE, AND

CUSTOMER AND ITS AFFILIATES WILL NOT HOLD CROWDSTRIKE RESPONSIBLE THEREFOR.

8.6 Disclaimer. EXCEPT FOR THE EXPRESS WARRANTIES IN THIS SECTION 8,

CROWDSTRIKE AND ITS AFFILIATES DISCLAIM ALL OTHER WARRANTI ES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE. TO THE MAXIMUM

EXTENT PERMITTED UNDER APPLICABLE LAW, CROWDSTRIKE AND ITS AFFILIATES

AND SUPPLIERS SPECIFICALLY DISCLAIM ALL IMPLIED WARRANTIES OF

MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITL E, AND NON- INFRINGEMENT WITH RESPECT TO THE OFFERINGS AND CROWDSTRIKE TOOLS.

THERE IS NO WARRANTY THAT THE OFFERINGS OR CROWDSTRIKE TOOLS WILL

BE ERROR FREE, OR THAT THEY WILL OPERATE WITHOUT INTERRUPTION OR WILL FULFILL ANY OF CUSTOMER’S PARTICULAR PURPOS ES OR NEEDS. THE

OFFERINGS AND CROWDSTRIKE TOOLS ARE NOT FAULT -TOLERANT AND ARE NOT

DESIGNED OR INTENDED FOR USE IN ANY HAZARDOUS ENVIRONMENT REQUIRING FAIL-SAFE PERFORMANCE OR OPERATION. NEITHER THE OFFERINGS NOR

CROWDSTRIKE TOOLS ARE FOR USE IN THE OPERATION OF AIRCRAFT 530

NAVIGATION, NUCLEAR FACILITIES, COMMUNICATION SYSTEMS, WEAPONS

SYSTEMS, DIRECT OR INDIRECT LIFE -SUPPORT SYSTEMS, AIR TRAFFIC CONTROL,

OR ANY APPLICATION OR INSTALLATION WHERE FAILURE COULD RESULT IN DEATH, SEVERE PHYSICAL INJURY, OR PROPER TY DAMAGE. Customer agrees that it is Customer’s responsibility to ensure safe use of an Offering and the CrowdStrike Tools in such applications and installations. CROWDSTRIKE DOES NOT WARRANT ANY THIRD PARTY PRODUCTS OR SERVICES.

8.7 Additional Terms That May Apply. See Exhibit C for additional warranties that may apply to certain Customers.

9. Indemnification.

9.1 CrowdStrike’s Obligation. CrowdStrike shall at its cost and expense: (i) defend and/or settle any claim brought against Customer by an unaffili ated third party alleging that an Offering infringes or violates that third party’s intellectual property rights, and (ii) pay and indemnify any settlement of such claim or any damages awarded to such third party by a court of competent jurisdiction as a r esult of such claim; provided, that Customer: (a) gives CrowdStrike prompt written notice of such claim; (b) permits CrowdStrike to solely control and direct the defense or settlement of such claim (however, CrowdStrike will not settle any claim in a manner that requires Customer to admit liability without Customer’s prior written consent); and (c) provides CrowdStrike all reasonable assistance in connection with the defense or settlement of such claim, at CrowdStrike’s cost and expense. In addition, Customer may, at Customer’s own expense, participate in defense of any claim.

9.2 Remedies. If a claim covered under this Section occurs or in CrowdStrike’s opinion is reasonably likely to occur, CrowdStrike may at its expense and sole discretion (and if Customer’s access and use of an Offering is enjoined, CrowdStrike will, at its expense): (i) procure the right to allow Customer to continue using the applicable Offering; (ii) modify or replace the applicable Offering to become non -infringing; or (iii) if neither (i) nor (ii) is commercially practicable, terminate Customer’s license or access to the affected portion of applicable Offering and refund a portion of the pre- paid, unused fees paid by Customer corresponding to the unused period of the Subscription/Orde r Term.

9.3 Exclusions. CrowdStrike shall have no obligations under this Section if the claim is based upon or arises out of: (i) any modification to the applicable Offering not made by CrowdStrike; (ii) any combination or use of the applicable Offering wi th or in any third party software, hardware, process, firmware, or data, to the extent that such claim is based on such combination or use; (iii) Customer’s continued use of the allegedly infringing Offering after being notified of the infringement claim o r after being provided a modified version of the Offering by CrowdStrike at no additional cost that is intended to address such alleged infringement; (iv) Customer’s failure to use the Offering in accordance with the applicable Documentation; and/or (v) Customer’s use of the Offering outside the scope of the rights granted under this Agreement.

9.4 Exclusive Remedy. THE REMEDIES SPECIFIED IN THIS SECTION CONSTITUTE CUSTOMER’S SOLE AND EXCLUSIVE REMEDIES, AND CROWDSTRIKE’S ENTIRE

LIABILITY, WITH RESPECT TO ANY INFRINGEMENT OF THIRD PARTY INTELLECTUAL PROPERTY RIGHTS.
531

10. Limitation of Liability.

10.1 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EXCEPT FOR

LIABILITY FOR ANY AMOUNTS PAID OR PAYABLE TO THIRD PARTIES UNDER SECTION 9 (INDEMNIFICATION), CUSTO MER’S PAYMENT OBLIGATIONS, AND/OR

ANY INFRINGEMENT OR MISAPPROPRIATION BY ONE PARTY OF THE OTHER PARTY’S INTELLECTUAL PROPERTY RIGHTS, NEITHER PARTY SHALL BE LIABLE TO

THE OTHER PARTY IN CONNECTION WITH THIS AGREEMENT OR THE SUBJECT

MATTER HEREOF (UNDER ANY THEORY OF LIABILITY, WHETHER IN CONTRACT,

STATUTE, TORT OR OTHERWISE) FOR ANY LOST PROFITS, REVENUE, OR SAVINGS,

LOST BUSINESS OPPORTUNITIES, LOST DATA, OR SPECIAL, INCIDENTAL,

CONSEQUENTIAL, OR PUNITIVE DAMAGES, EVEN IF SUCH PARTY HAS BEEN

ADVISED OF TH E POSSIBILITY OF SUCH DAMAGES OR LOSSES OR SUCH DAMAGES OR LOSSES WERE REASONABLY FORESEEABLE; OR (B) AN AMOUNT

THAT EXCEEDS THE TOTAL FEES PAID OR PAYABLE TO CROWDSTRIKE FOR THE RELEVANT OFFERING DURING THAT OFFERING’S SUBSCRIPTION/ORDER TERM.

THESE LIMIT ATIONS WILL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY SPECIFIED IN THIS AGREEMENT. MULTIPLE CLAIMS SHALL NOT EXPAND THE LIMITATIONS SPECIFIED IN THIS SECTION 10.

10.2 Additional or Different Terms That May Apply. See Exhibit C for additional or different terms related to liability that may apply to certain Customers.

11. Compliance with Laws. Each party agrees to comply with all U.S. federal, state, local and non- U.S. laws directly applicable to such party in the performance of this Agreement, including but not limited to, applicable export and import, anti -corruption and employment laws. Customer acknowledges and agrees the Offerings shall not be used, transferred, or otherwise exported or re- exported to regions that the United St ates and/or the European Union maintains an embargo or comprehensive sanctions (collectively, “Embargoed Countries”), or to or by a national or resident thereof, or any person or entity subject to individual prohibitions (e.g., parties listed on the U.S. D epartment of Treasury’s List of Specially Designated Nationals or the U.S. Department of Commerce’s Table of Denial Orders) (collectively, “Designated Nationals”), without first obtaining all required authorizations from the U.S. government and any other applicable government. Customer represents and warrants that Customer is not located in, or is under the control of, or a national or resident of, an Embargoed Country or Designated National. CrowdStrike represents and warrants that CrowdStrike is not locat ed in, or is under the control of, or a national or resident of, an Embargoed Country or Designated National.

12. U.S. Government End Users.

12.1 Commercial Items. The following applies to all acquisitions by or for the U.S. government or by any U.S. Gove rnment prime contractor or subcontractor at any tier (“Government Users”) under any U.S. Government contract, grant, other transaction, or other funding agreement. The Products, CrowdStrike Tools, and Documentation are “commercial items,” as that term is defined in Federal Acquisition Regulation (“FAR”) (48 C.F.R.) 2.101, consisting of “commercial computer software” and “commercial computer software documentation,” as such terms are used in FAR 12.211 and 12.212. In addition, Department of Defense FAR Suppl ement (“DFARS”) 252.227- 7015 (Technical Data – Commercial Items) applies to technical data acquired by Department of Defense agencies. 532
Consistent with FAR 12.211 and 12.212 and DFARS (48 C.F.R.) 227.7202- 1 through 227.7202- 4, the Products, CrowdStrike Tool s, and Documentation are being licensed to Government Users pursuant to the terms of this license(s) customarily provided to the public as forth in this Agreement, unless such terms are inconsistent with United States federal law (“Federal Law”).

12.2 Disputes with the U.S. Government. If this Agreement fails to meet the Government’s needs or is inconsistent in any way with Federal Law and the parties cannot reach a mutual agreement on terms for this Agreement, the Government agrees to terminate its use of the Offerings. In the event of any disputes with the U.S. Government in connection with this Agreement, Section 14.3 of this Agreement shall not apply. Instead the rights and duties of the parties arising from this Agreement, shall be governed by, construed, and enforced in accordance with Federal Procurement Law and any such disputes shall be resolved pursuant to the Contract Disputes Act of 1978, as amended (41 U.S.C. 7101- 7109), as implemented by the Disputes Clause, FAR 52.233- 1.

12.3 Precedence. This U .S. Government rights in this Section are in lieu of, and supersedes, any other FAR, DFARS, or other clause, provision, or supplemental regulation that addresses Government rights in the Offerings, computer software or technical data under this Agreement.

13. Suspension and Termination. This Agreement shall remain effective until termination in accordance with this Section or as otherwise specified herein. CrowdStrike may immediately suspend Customer’s access to, or use of, the Offerings if: (i) CrowdStrike believes that there is a significant threat to the security, integrity, functionality, or availability of the Offerings or any content, data, or applications in the Offerings; (ii) Customer or Customer users are in breach of Section 3.3 (Restrictions); or (iii) Customer fails to pay CrowdStrike when undisputed fees are due; provided, however, CrowdStrike will use commercially reasonable efforts under the circumstances to provide Customer with notice and, if applicable, an opportunity to remedy such violati on prior to any such suspension. Either party may terminate this Agreement upon 30 days’ written notice of a material breach by the other party, unless the breach is cured within the 30- day notice period. Prior to termination and subject to the terms of this Agreement, Customer shall have the right to access and download Customer Data available per the Customer’s purchased Products and data retention period in a manner and in a format supported by the Products. Upon termination of this Agreement for any reason: (a) all Customer’s access and use rights granted in this Agreement will terminate; (b) Customer must promptly cease all use of Offerings and de- install all Software Components installed on Customer’s Endpoints; and (c) Customer Data will be deleted in accordance with the data retention period purchased by Customer and Section 7.4 Confidentiality; Destruction). Sections 1,

3.3, 7, 10, 12, 13, and 14 and all liabilities that accrue prior to termination shall survive expiration or termination of this Agreement for any reason.

14. General.

14.1 Entire Agreement. This Agreement constitutes the entire agreement between Customer and CrowdStrike concerning the subject matter of this Agreement and it supersedes all prior and simultaneous proposals, agreements, understandings, or other communications between the parties, oral or written, regarding such subject matter.

Notwithstanding the foregoing, if you have a CrowdStrike Limited Warranty Agreement for 533
Falcon Complete (or a preceding or successor named product) fully executed with CrowdStrike, the warranty provided therein stands alone and is not superseded by this Agreement. It is expressly agreed that the terms of this Agreement shall supersede any terms in any procurement Internet portal or other similar non- CrowdStrike document and no such terms included in any such portal or other non- CrowdStrike document shall apply to the Offerings ordered. Any Order through a reseller is subject to, and CrowdStrike’s obligations and liabilities to Customer are governed by, this Agreement. CrowdStrike is not obligated under any reseller's agreement with you unless an officer of CrowdStrike executes the agreement. This Agreement shall not be construed for or against any party to this Agreement because that party or that party ’s legal representative drafted any of its provisions.

14.2 Assignment. Neither party may assign this Agreement without the prior written consent of the other party, except to an Affiliate in connection with a corporate reorganization or in connection with a merger, acquisition, or sale of all or substantially all of its business and/or assets. Any assignment in violation of this Section shall be void. Subject to the foregoing, all rights and obligations of the parties under this Agreement shall be binding upon and inure to the benefit of and be enforceable by and against the successors and permitted assigns.

14.3 Governing Law; Venue. Except as otherwise provided in Exhibit B (if applicable), this Agreement, and the rights and duties of the parties arising from this Agreement, shall be governed by, construed, and enforced in accordance with the laws of the State of California, excluding its conflicts -of-law principles. The sole and exclusive jurisdiction and venue for actions arising under this Agree ment shall be state and federal courts in Santa Clara County, California, and the parties agree to service of process in accordance with the rules of such courts. The Uniform Computer Information Transactions Act and the United Nations Convention on the In ternational Sale of Goods shall not apply. Notwithstanding the foregoing, each party reserves the right to file a suit or action in any court of competent jurisdiction as such party deems necessary to protect its intellectual property rights and, in CrowdStrike’s case, to recoup any payments due.

14.4 Permission to List You as a Customer. Unless you direct otherwise by sending an email to us at [email protected], which direction may be given at any time, you agree that CrowdStrike may display your company name and logo (in accordance with any trademark guidelines you provide) as a CrowdStrike customer in a manner that does not suggest your use or endorsement of any specific CrowdStrike product or service.

14.5 Independent Contractors; No Third Party Rights. The parties are independent contractors. This Agreement shall not establish any relationship of partnership, joint venture, employment, franchise, or agency between the parties. No provision in this Agreement is intended or shall create any rights with respect to the subject matter of this Agreement in any third party.

14.6 Waiver, Severability & Amendments. The failure of either party to enforce any provision of this Agreement shall not constitute a waiver of any other provision or any subsequent breac h. If any provision of this Agreement is held to be illegal, invalid, or unenforceable, the provision will be enforced to the maximum extent permissible so as to affect the intent of the parties, and the remaining provisions of this Agreement will remain 534
in full force and effect. This Agreement may only be amended, or any term or condition set forth herein waived, by written consent of both parties.

14.7 Force Majeure. Neither party shall be liable for, nor shall either party be considered in breach of this Agreement due to, any failure to perform its obligations under this Agreement (other than its payment obligations) as a result of a cause beyond its control, including but not limited to, act of God or a public enemy, act of any military, civil or regulat ory authority, change in any law or regulation, fire, flood, earthquake, storm or other like event, disruption or outage of communications (including an upstream server block and Internet or other networked environment disruption or outage), power or other utility, labor problem, or any other cause, whether similar or dissimilar to any of the foregoing, which could not have been prevented with reasonable care. The party experiencing a force majeure event, shall use commercially reasonable efforts to provide notice of such to the other party.

14.8 Notices. All legal notices will be given in writing to the addresses in the Order and will be effective: (i) when personally delivered, (ii) on the reported delivery date if sent by a recognized international or ove rnight courier, or (iii) five business days after being sent by registered or certified mail (or ten days for international mail). For clarity, Orders, POs, confirmations, invoices, and other documents relating to order processing and payment are not legal notices and may be delivered electronically in accordance with each party’s standard ordering procedures.

Exhibit A: Data Security and Privacy Schedule

1. Definitions
a. “CrowdStrike Systems” means those computer systems hosting the ‘Falcon EPP Platform’.
b. “Customer Data” means the data generated by the Customer’s Endpoint and collected by: (i) the Products, and/or (ii) the CrowdStrike Tools, and in either case, sent to the CrowdStrike Systems. Customer Data is considered Customer’s Confidential Informat ion (defined in Section 7 Confidentiality) and subject to the exclusions, exceptions and obligations set forth therein and this Exhibit A Data Security and Privacy Schedule. c. “Execution Profile/Metric Data” means any machine- generated data, such as metadata derived from tasks, file execution, commands, resources, network telemetry, executable binary files, macros, scripts, and processes, that: (i) Customer provides to CrowdStrike in connection with this Agreement or (ii) is collected or discovered during the course of CrowdStrike providing Offerings, excluding any such information or data that identifies Customer or to the extent it includes Personal Data. d. “Personal Data” means information provided by Customer to CrowdStrike or collected by CrowdStrike from Customer used to distinguish or trace a natural person’s identity, either alone or when combined with other personal or identifying information that is linked or linkable by CrowdStrike to a specific natural person. Personal Data also includes such other information about a specific natural person to the extent that the data protection laws applicable in the jurisdictions in which such person resides define such information as Personal Data.
e. “Privacy and Security Laws” means U.S. federal, state and local and non- U.S. laws, including those of the European Union, that regulate the privacy or security of Personal Data and that are directly applicable to CrowdStrike.
f. “Security Breach” means unauthorized access to, or unauthorized acquisition of: (i) Customer Data, or (ii) Personal Data, stored on CrowdStrike Systems that results in the 535
compromise of such Customer Data and/or Personal Data.
g. “Threat Actor Data” means any malware, spyware, virus, worm, Trojan horse, or other potentially malicious or harmful code or files, URLs, DNS data, network telemetry, commands, processes or techniques, metadata, or other information or data, in each case that is potentially related to unauthorized third parties associated therewith and that: (i) Customer provides t o CrowdStrike in connection with this Agreement, or (ii) is collected or discovered during the course of CrowdStrike providing Offerings, excluding any such information or data that identifies Customer or to the extent that it includes Personal Data.

2. Falcon Platform
The ‘Falcon EPP Platform’ uses a crowd- sourced environment, for the benefit of all customers, to help customers protect themselves against suspicious and potentially destructive activities. CrowdStrike’s Products are designed to detect, prevent, respond to, and identify intrusions by collecting and analyzing data, including machine event data, executed scripts, code, system files, log files, dll files, login data, binary files, tasks, resource information, commands, protocol identifiers, URLs, network data, and/or other executable code and metadata. Customer, rather than CrowdStrike, determines which types of data, whether Personal Data or not, exist on its systems. Accordingly, Customer’s endpoint environment is unique in configurations and naming conventions and the machine event data could potentially include Personal Data. CrowdStrike uses the data to: (i) analyze, characterize, attribute, warn of, and/or respond to threats against Customer and other customer, (ii) analyze trends and perform ance, (iii) improve the functionality of, and develop, CrowdStrike’s products and services, and enhance cybersecurity; and (iv) permit Customers to leverage other applications that use the data, but for all of the foregoing, in a way that does not identify Customer or Customer’s Personal Data to other customers.

Neither Execution Profile/Metric Data nor Threat Actor Data are Customer’s Confidential Information or Customer Data.

3. Processing Personal Data
a. Provisioning/Use of Offerings. Personal Data may be collected and used during the provisioning and use of the Offerings to deliver, support and improve the Offerings, administer the Agreement and further the business relationship between you and CrowdStrike, comply with law, act in accordance with your w ritten instructions, or otherwise in accordance with this Agreement. You authorize CrowdStrike to collect, use, store and transfer the Personal Data that you provide to CrowdStrike as contemplated in this Agreement.
b. Suspicious/Unknown File Analysis. Whi le using certain CrowdStrike Offerings Customer may have the option to upload (by submission, configuration, and/or, in the case of Services, by CrowdStrike personnel retrieval) files and other information related to the files for security analysis and res ponse or, when submitting crash reports, to make the product more reliable and/or improve CrowdStrike’s products and services or enhance cyber - security. These potentially suspicious or unknown files may be transmitted and analyzed to determine functionalit y and their potential to cause instability or damage your endpoint. In some instances, these files could contain Personal Data for which you are responsible.

4. Compliance with Privacy and Information Security Requirements a. Compliance with Laws. CrowdStr ike shall comply with all Privacy and Security Laws, the EU-US Privacy Shield Framework and the Swiss -US Privacy Shield Framework as set forth by the US Department of Commerce regarding the collection, use, and retention of Personal Data from the European Economic Area, Switzerland, and the United Kingdom, as 536
applicable. CrowdStrike’s privacy notice may be found
at https://www.crowdstrike.com/privacy -notice/ . To the extent necessary to comply with Privacy and Security Laws, including but not limited to when Customer is a controller of Personal Data processed by CrowdStrike originating in the European Union, Switzerland, or the United Kingdom, the Data Protection Addendum set forth here shall apply to CrowdStrike’s processing of such Customer Personal Data. b. Safeguards. CrowdStrike shall maintain appropriate technical and organizational safeguards commensurate with the sensitivit y of the Customer Data and Personal Data processed by it on Customer’s behalf, which are designed to protect the security, confidentiality, and integrity of such Customer Data and Personal Data and protect such Customer Data and Personal Data against accidental or unlawful destruction or accidental loss, alteration, unauthorized disclosure or access which substantially conform to the ISO/IEC 27002 control framework. (“Information Security Controls for CrowdStrike Systems”).

5. Customer Obligations. Customer , along with its Affiliates, represents and warrants that:
(i) it owns or has a right of use from a third party, and controls, directly or indirectly, all of the software, hardware and computer systems (collectively, “Systems”) where the Products and/or Cr owdStrike Tools will be installed or that will be the subject of, or investigated during, the Offerings, (ii) to the extent required under any federal, state, or local U.S. or non-US laws (e.g., Computer Fraud and Abuse Act, 18 U.S.C. § 1030 et seq., Title III, 18 U.S.C. 2510 et seq., and the Electronic Communications Privacy Act, 18 U.S.C. § 2701 et seq.) it has authorized CrowdStrike to access the Systems and process and transmit data through the Offerings and CrowdStrike Tools in accordance with this Agr eement and as necessary to provide and perform the Offerings, (iii) it has a lawful basis in having CrowdStrike investigate the Systems, process the Customer Data and the Personal Data; (iv) that it is and will at all relevant times remain duly and effecti vely authorized to instruct CrowdStrike to carry out the Offerings, and (v)
it has made all necessary disclosures, obtained all necessary consents and government authorizations required under applicable law to permit the processing and international transf er of Customer Data and Customer Personal Data from each Customer and Customer Affiliate, to CrowdStrike.

Exhibit B
Dispute Resolution Outside North America
If your principal office is located outside North America as indicated in the Agreement, the terms and conditions of this Exhibit shall apply to all disputes arising out of or relating to this Agreement (excluding disputes regarding the actual or alleged violation of CrowdStrike’s intellectual property rights or the collection of overdue invoices, which shall be governed by California law).

1. For ALL principal offices outside North America:
a. Choice of Law. This Agreement, and the rights and duties of the parties arising from this Agreement, shall be governed by, construed, and enforced with the laws of the State of New York, excluding its conflicts -of-law principles. The Uniform Computer Information Transactions Act and the United Nations Convention on the International Sale of Goods shall not apply.
537
b. Arbitration. Any dispute, claim, or controversy arising out of or relating to this Agreement or the existence, breach, termination, enforcement, interpretation, or validity of the Agreement, including the determination of the scope or applicability of this Agreement to arbitrate, (each, a “Dispute”) shal l be referred to and finally resolved by arbitration under the rules and at the location identified below. The arbitral panel shall consist of three (3) arbitrators, selected as follows: each party shall appoint one (1) arbitrator; and those two (2) arbitr ators shall discuss and select third arbitrator. If the two party -appointed arbitrators are unable to agree on a third arbitrator, the third arbitrator shall be selected in accordance with the applicable rules of the arbitration body. Each arbitrator shall be independent of each of the parties and shall have suitable experience and knowledge in the subject matter of the Dispute. The arbitrators shall have the authority to grant specific performance and to allocate between the parties the costs of arbitration (including service fees, arbitrator fees and all other fees related to the arbitration) in such equitable manner as the arbitrators may determine. Judgment upon the award so rendered may be entered in a court having jurisdiction or application may be made to such court for judicial acceptance of any award and an order of enforcement, as the case may be. Notwithstanding the foregoing, either party shall have the right to institute an action in a court of proper jurisdiction for preliminary injunctive relief pending a final decision by the arbitrator, provided that a permanent injunction and damages shall only be awarded by the arbitrator. The language to be used in the arbitral proceedings shall be English.

2. For ONLY principal offices within Europe, the M iddle East or Africa:

Any Dispute shall be referred to and finally resolved by arbitration under the London Court of International Arbitration Rules (which Rules are deemed to be incorporated by reference into this clause) on the basis that the governing l aw is as follows: (a) if Customer brings an action against CrowdStrike, then the governing law is the State of New York, USA, (b) if CrowdStrike brings an action against Customer, then the governing law the laws of England and Wales,
The seat, or legal place, of arbitration shall be London, England.

3. For ONLY principal offices within Asia Pacific (including India), Australia & New Zealand:

Any Dispute shall be referred to and finally resolved by arbitration under the Rules of Conciliation and Arbitration of the International Chamber of Commerce in force on the date when the notice of arbitration is submitted in accordance with such Rules (which Rules are deemed to be incorporated by reference into this clause) on the basis that the governing law is as follows: (a) if Customer brings an action against CrowdStrike, then the governing law is the State of New York, USA, (b) if CrowdStrike brings an action against Customer, then the governing law is as follows: (i) for Customers in: (x) Asia Pacific (including I ndia):
the laws of England and Wales, (y) Australia and New Zealand: the laws of the State of New South Wales, Australia. In all cases, the seat, or legal place, of arbitration shall be Singapore.

4. For ONLY principal offices within the Americas, excludin g North America:

Any Dispute shall be referred to and finally resolved by arbitration under International Dispute Resolution Procedures of the American Arbitration Association in force on the date when the notice of arbitration is submitted in accordance w ith such Procedures (which Procedures are deemed to be incorporated by reference into this clause) on the basis that the governing law is the law of the State of New York, USA. The seat, or legal place, of arbitration shall be New York, New York, USA.
538
Exhibit C
Additional or Different Terms That May Apply to Certain Customers A. For Australian Consumers Only.

A.1. For Customers that are consumers under the Australian Consumer Law, the following provisions apply.

The benefits of the warranty in Section 8 War ranties & Disclaimer of this Agreement are in addition to any other rights and remedies in relation to the Offerings that Customer may be entitled to under Australian Consumer Law. Our goods and services come with guarantees that cannot be excluded under t he Australian Consumer Law. For major failures with the service, you are entitled: (i) to cancel your service contract with us; and (ii) to a refund for the unused portion, or to compensation for its reduced value. You are also entitled to choose a refund or replacement for major failures with goods. If a failure with the goods or a service does not amount to a major failure, you are entitled to have the failure rectified in a reasonable time. If this is not done you are entitled to a refund for the goods and to cancel the contract for the service and obtain a refund of any unused portion. You are also entitled to be compensated for any other reasonably foreseeable loss or damage from a failure in the goods or service.

The warranties in this Agreement are pr ovided by CrowdStrike, Inc. at 150 Mathilda Place, Sunnyvale California, USA. To file a claim under this limited warranty, Customers must contact CrowdStrike at [email protected]. CrowdStrike shall be responsible for any costs Customer incurs in maki ng a warranty claim under this Agreement.

A.2. For Customers that are consumers under the Australian Consumer Law, Section 12 Limited Liability shall be replaced in its entirety with the following:

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EXCEPT FOR

LIABILITY FOR ANY AMOUNTS PAID OR PAYABLE TO THIRD PARTIES UNDER SECTION 9 (INDEMNIFICATION), CUSTOMER’S PAYMENT OBLIGATIONS, AND/OR

ANY INFRINGEMENT OR MISAPPROPRIATION BY ONE PARTY OF THE OTHER PARTY’S INTELLECTUAL PROPERTY RIGHTS, NEITHER PARTY SHAL L BE LIABLE TO

THE OTHER PARTY IN CONNECTION WITH THIS AGREEMENT OR THE SUBJECT

MATTER HEREOF (UNDER ANY THEORY OF LIABILITY, WHETHER IN CONTRACT,

STATUTE, TORT (INCLUDING NEGLIGENCE), INDEMNITIES (OTHER THAN EXPRESSLY STATED IN SECTION 9 (INDEMNIFICATION) ), OR OTHERWISE) FOR ANY

LOST PROFITS, REVENUE, OR SAVINGS, LOST BUSINESS OPPORTUNITIES, LOST

DATA, OR SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, EVEN

IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES OR SUCH DAMAGES OR LOSSES WERE REASONABLY FORESEEABLE; OR (B) AN AMOUNT THAT EXCEEDS THE TOTAL FEES PAID OR PAYABLE TO CROWDSTRIKE FOR THE RELEVANT OFFERING DURING THAT OFFERING’S SUBSCRIPTION/ORDER TERM. THESE LIMITATIONS WILL APPLY

NOTWITHSTANDING ANY FAILURE OF ESSENT IAL PURPOSE OF ANY REMEDY SPECIFIED IN THIS AGREEMENT. MULTIPLE CLAIMS SHALL NOT EXPAND THE LIMITATIONS SPECIFIED IN THIS SECTION A2.
539
SECTION A.2 DOES NOT SEEK TO LIMIT OR EXCLUDE THE LIABILITY OF

CROWDSTRIKE OR ITS AFFILIATES IN THE EVENT OF DEATH OR PERSONAL INJURY

CAUSED BY ITS NEGLIGENCE OR FOR FRAUD OR FOR ANY OTHER LIABILITY FOR WHICH IT IS NOT PERMITTED BY LAW TO EXCLUDE. TO THE EXTENT APPLICABLE, THIS PROVISION MUST BE READ SUBJECT TO THE AUSTRALIAN CONSUMER LAW.

B. For Customers Outside the United States and Australia. Some countries, states and provinces, including member states of the European Economic Area, do not allow certain exclusions or limitations of liability, therefore, the exclusions or limitation of liabilities and disclaimers of warranties in the Agreement may not fully apply to Customer if the laws directly applicable to CrowdStrike in the performance of this Agreement do not allow such terms.
540
City Council
Staff Report

Subject:

Comcate Contract for Access Rocklin
Date:

February 25, 2025
Submitted By:

Ruth Green, IT Manager
Daniel Choe, Administrative Services Deputy Director
Department:

Administrative Services - IT
Recommendation:

Adopt a Resolution of the City Council of the City of Rocklin (City) Approving the License and Ongoing Support and Services Contract with Comcate Software Inc and Authorizing the City Manager to Execute the Contract.

Background:

The City of Rocklin currently utilizes Comcate’s Customer Relationship Management (CRM) software enables City staff to manage citizen interactions, track service requests, and improve customer service. The City’s implementation, branded “Access Rocklin,” includes a public- facing portal that allows residents to report issues, provide feedback, and access relevant information. Additionally, the Comcate CRM includes a mobile app that enables residents to report issues conveniently from anywhere in the community using a smartphone. Automated workflows route service requests to the appropriate staff, ensuring efficient tracking from initiation to resolution, while robust reporting capabilities support data-driven decision-making.

The Comcate Code Enforcement Software module is used by the Code Enforcement Division to manage code enforcement cases, track violations, and enhance compliance efforts. This module includes features such as quick case creation, one-click reporting, and automatic case notifications, which streamline case management and improve operational efficiency.

The Comcate contract is nearing expiration and requires renewal. Staff recommends a three- year, agreement in the amount of $148,377 to maintain this sole-source software, which can only be purchased and maintained by Comcate, as permitted by Rocklin Municipal Code Section 3.04.080.B, subject to City Council approval.

Fiscal Impact:

Sufficient funds are available in the Fiscal Year 2024/25 Operating Budget to support the proposed agreement. Funding for subsequent years will be contingent upon budget availability and approval in the applicable fiscal years.

Item Number C15.

541
ATTACHMENTS:

1. Resolution

2. Resolution Exhibit A - Agreement
542
RESOLUTION NO. 2025-

RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ROCKLIN

APPROVING THE LICENSE AND ONGOING SUPPORT AND SERVICES CONTRACT

WITH COMCATE SOFTWARE INC AND AUTHORIZING THE CITY MANAGER TO

EXECUTE THE CONTRACT
WHEREAS, the City of Rocklin (City) seeks a contract for renewal services with Comcate Software, Inc. (Comcate); and
WHEREAS, the City uses Comcate to enhance service delivery. The Access Rocklin CRM system manages citizen interactions, tracks service requests, and improves customer service through a public portal and mobile app. Automated workflows and reporting streamline operations. The Code Enforcement module optimizes case management with efficient tracking, quick case creation, and automated notifications; and WHEREAS, the Comcate contract is nearing expiration and requires renewal.

Staff recommends a three-year, $148,377 agreement to maintain this sole-source software, which can only be purchased and maintained by Comcate, as permitted by RMC Section 3.04.080.B, subject to City Council approval.

NOW, THEREFORE, the City Council of the City of Rocklin does resolve as follows:

Section 1. The license and ongoing support and services contract with Comcate Software Inc is hereby approved in substantially the form attached here to as Exhibit A, and the City Manager is authorized to execute the contract.

PASSED AND ADOPTED this 25th day of February, 2025 by the following vote:

AYES: Councilmembers:

NOES: Councilmembers:

ABSENT: Councilmembers:

ABSTAIN: Councilmembers:
_________________________
Jill Gayaldo, Mayor
ATTEST:
____________________________
Avinta Singh, City Clerk
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1733390.1 9959-001
Version: 01/25/2024

CONTRACT FOR SERVICES

THIS CONTRACT is made on March 1, 2025, by and between the CITY OF ROCKLIN a municipal corporation (“City”), and Comcate Software, Inc. , a California Corporation, (“Contractor”), who mutually agree as follows:

1. SCOPE OF SERVICES

Subject to the terms and conditions set forth in this Agreement, Contractor shall provide to the City the services described in the Scope of Work, Exhibit A. Contractor shall provide the services at the time, place and in the manner spec ified in Exhibits A and/or B.

Contractor shall not be compensated for services outside the scope of Exhibit A unless prior to the commencement of the services: (a) Contractor notifies the City and City agrees the services are outside the scope of Exhibit A ; (b) Contractor estimates the additional compensation required for these additional services; and (c) City after notice, approves in writing a supplemental agreement specifying the additional services and the amount of compensation therefore. City shall h ave no obligation whatsoever under this Agreement or any supplemental agreement, unless and until the agreement or supplemental agreement is approved by the City Manager, the City Manager’s authorized designee, or by the Rocklin City Council, as required b y the Rocklin Municipal Code or other local law or policy.

2. COMPENSATION

A. The City shall pay Contractor for the services rendered pursuant to this Agreement at the times and in the manner set forth in the Scope of Work, Exhibit A, the Schedule of Performance, Exhibit B, and in accordance with the Schedule of Fees in Exhibit C, but in no event shall the total compensation exceed the total sum of One Hundred Forty-Eight Thousand, Three Hundred Seventy-Seven Dollars ($148,377).

The payments specified in Exhibits C shall be the only payments to be made to Contractor for the services rendered pursuant to this Agreement unless pursuant to Section 1, above, City approves additional compensation for additional services.

B. Contractor shall furnish City with invoices for all expenses as well as for all materials authorized by this Contract. The invoices shall be submitted with the monthly billings. Reimbursable expenses shall be limited to actual expenditures of Contractor for expenses that are necessary for the proper completion of the services and shall only be payable if specifically authorized in advance by City.

C. Contractor shall submit all billings/invoices for services to City in the manner specified in Exhibit B. Contractor’s fees shall be as specified in the Scope of Work, Exhibit A or the Schedule of Fees as set forth in Exhibit C. All invoices submitted by Contractor shall contain the following information:

i. Job/project name or description;
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ii. City’s current purchase order and/or work order number (if applicable);
iii. Contractor’s invoice number;
iv. Date of invoice issuance;
v. Description of services billed under invoice, including the description of tasks performed and the corresponding rate charged for the completion of that task;
vi. Amount of invoice, itemizing all authorized reimbursable expenses; and
vii. Total billed to date under agreement.

D. City shall make payment to Contractor net 30 days from receipt of an acceptable invoice. If Contractor’s performance is not in confor mity with the Scope of Work, Exhibit A, or the Schedule of Performance, Exhibit B, or the provisions set forth above, payments may be delayed or denied, unless the Contractor’s failure to perform is a documented result of the City’s failure to conform with the Schedule of Performance, or if the Schedule of Performance is extended pursuant to Section 4. City shall not be responsible for delays in payment to Contractor resulting from Contractor’s failure to comply with the invoice format described above, or a s set forth in the Schedule of Performance.

E. During performance of the agreement and for a period of three (3) years after completing all services, Contractor shall maintain all accounting and financial records related to this Agreement, including but not limited to records of Contractor’s costs for all services performed under this Agreement and records of Contractor’s reimbursable expenses, in accordance with generally accepted accounting practices, and shall keep and make the records available for inspection and audit by representatives of the City upon reasonable written notice.

F. Contractor shall pay when and as due, any and all taxes incurred as a result of Contractor’s compensation hereunder, including estimated taxes, and shall provide City with proof of payment upon request. Contractor hereby agrees to indemnify City for any claims, losses, costs, fees, liabilities, damages or injuries suffered by City arising out of Contractor’s breach of this section.

3. FACILITIES AND EQUIPMENT

Contractor shall at its sole cost and expense, furnish all facilities and equipment that may be required for Contractor to perform services pursuant to this Agreement. City shall furnish to Contractor, only the facilities and equipment listed in Exhibit A (if any) according to any terms and conditions set forth in Exhibit A.

4. TERM OF CONTRACT

Docusign Envelope ID: C78DF0EE-FA07-44B5-A0C8-77F33C2C25F8 545
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A. This Agreement shall become effective on the date that it is approved by both parties, set forth on the first page of the agreement and shall continue in effect until February 28, 2028, unless sooner terminated as provided herein.

B. The services of Co ntractor are to commence upon execution of this Contract and shall be undertaken and completed in accordance with the Schedule of Performance attached hereto and incorporated herein by this reference as Exhibit B.

5. SUSPENSION/TERMINATION

A. City shall have the right at any time to temporarily suspend Contractor’s performance hereunder, in whole or in part, by giving written notice of suspension to Contractor. If City gives such notice, Contractor shall immediately suspend its activities under this Agreement.

B. This Contract may be terminated by either party, provided that the other party is given not less than thirty (30) calendar days’ written notice (delivered by certified mail, return receipt requested) of intent to terminate. If the agreement is terminated by the City:

i. Contractor shall immediately cease rendering services pursuant to this Agreement;
ii. Contractor shall, not later than five days after such notice of termination, deliver to City copies of all information prepared pursuant to this Agreement;
iii. City shall pay Contractor the reasonable value of services rendered by Contractor prior to termination; provided however, City shall not in any manner be liable for lost profits that might have been made by Contractor had the agreement not been terminated or had Contractor completed the services required by this Agreement. Contractor shall furnish to City such financial information as in the judgment of the City is necessary for City to determine the reasonable value of the services rendered by Contractor. The foregoing is cumulative and does not affect any right or remedy that city may have in law or equity.

C. Notwithstanding any provisions of this Contract, Contractor shall not be relieved of liability to the City for damages sustained by the City by virtue of any breach of this Contract by Contractor, and the City may withhold any payments due to Contractor until such time as the exact amount of damages, if any, due the City from Contractor is determined.

6. INDEPENDENT CONTRACTOR

Contractor enters into this Contract as an independent contractor and not as an employee or agent of the City. Contractor shall have no power or authority by this Contract to act on Docusign Envelope ID: C78DF0EE-FA07-44B5-A0C8-77F33C2C25F8 546
Contract for Services
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behalf of City in any capacity whatsoever as an agent, or to bind the City in any r espect or to any obligations whatsoever. Nothing in this Contract shall be construed to be inconsistent with this relationship or status. All employees, agents, contractors or subcontractors hired or retained by the Contractor are employees, agents, contractors or subcontractors of the Contractor and not of the City. The City shall not be obligated in any way to pay any wage claims or other claims made against Contractor by any such employees, agents, contractors or subcontractors, or any other person resul ting from performance of this Agreement.

7. AMENDMENTS, CHANGES OR MODIFICATIONS

Amendments, changes or modifications in the terms of this Contract may be made at any time by mutual written agreement between the parties hereto and shall be signed by the persons authorized to bind the parties hereto.

8. EXTENSIONS OF TIME

Contractor may, for good cause, request extensions of time to perform the services required hereunder. Such extensions shall be authorized in advance by the City in writing and shall be incorporated in written amendments to this Contract or the attached Work Program in the manner provided in Section 7.

9. PROPERTY OF CITY

It is mutually agreed that all materials prepared by the Contractor under this Contract shall become the property of the City, and the Contractor shall have no property right therein whatsoever. Immediately upon termination, the City shall be entitled to, and the Contractor shall deliver to the City, all data, drawings, specifications, reports, estimates, summaries and other such materials as may have been prepared or accumulated to date by the Contractor in performing this Contract which is not Contractor’s privileged information, as defined by law, or Contractor’s personnel information, along with all other property belonging exclusively to the City which is in the Contractor’s possession.

10. COMPLIANCE WITH ALL LAWS

Contractor shall keep itself fully informed of, shall observe and comply with, and shall cause any and all persons, firms or corporations emplo yed by it or under its control to observe and comply with, all applicable laws, ordinances, and codes of federal, State and local governments, which in any manner affect those engaged or employed on the work described by this Contract or the materials used or which in any way affect the conduct of the work, and shall commit no trespass on any public or private property in performing any of the work authorized by this Contract.

For all leases and purchases of materials, equipment, supplies or other tangible personal property used to perform the agreement and shipped from outside California, the Contractor and any subcontractors leasing or purchasing such materials, equipment, Docusign Envelope ID: C78DF0EE-FA07-44B5-A0C8-77F33C2C25F8 547
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supplies or other tangible personal property shall obtain a Use Tax Direct Payment Permit or Seller’s Permit from the California State Board of Equalization, in accordance with the applicable SBE criteria and requirements. This provision applies in all instances unless prohibited by the funding source for the agreement.

11. WARRANTIES AND RESPONSIBILITIES - CONTRACTOR

A. Contractor agrees and represents that it is qualified to properly provide the services set forth in Exhibit A in a manner which is consistent with the generally accepted standards of Contractor’s profession.

B. Contractor is duly licensed, qualified and experienced to perform the services set forth in the Scope of Services, Exhibit A. Contractor represents and warrants that Contractor has all licenses, permits, qualifications and approvals of whatsoever nature that are legally required for Contractor to practice its profession or provide any services under this Agreement. Contractor represents and warrants that Contractor shall, at its sole cost and expense, keep in effect or obtain at all times during the term of this Agreement, any licenses, permits and approvals that are legally required for Contractor to practice its profession or provide such services. If Contractor is an out of state corporation, Contractor further warrants and represents that it possesses a valid certification of qualification to transact business in the State of California issued by the California Secretary of State.

C. Contractor shall perform all services required pursuant to this Agreement in the manner and according to the standards currently observed by a competent practitioner of Contractor’s profession in California. Contractor shall devote such time and effort to the performance of services pursuant to this Agreement as is necessary for the satisfactory and timely performance of Contractor’s obligations under this Agreement.

Neither party shall be considered in default of this Agreement to the extent that party’s performance is prevented or delayed by any cause that is beyond the reasonable control of that party.

D. All products of whatsoever nature that Contractor delivers to City pursuant to this Agreement shall be prepared in a professional manner and conform t o the standards of quality normally observed by a person currently practicing in Contractor’s profession, and shall be provided in accordance with any scope of services or schedule of performance specified in Exhibits A or B.

E. Contractor shall assign on ly competent personnel to perform services pursuant to this Agreement. Contractor shall designate a project manager who at all times shall represent the Contractor before the City on all matters relating to this Contract. The project manager shall continue in such capacity unless and until he or she is removed at the request of the City, is no longer employed by Contractor, or is replaced with the written approval of the City, which approval shall not be unreasonably withheld. Contractor shall notify City in writing, of any other changes in Contractor’s staff assigned to perform the services required under this Agreement, prior to any such performance. In the event the Docusign Envelope ID: C78DF0EE-FA07-44B5-A0C8-77F33C2C25F8 548
Contract for Services
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City desires the removal of any person assigned by Contractor to perform services pursuant to this Agreement, because the City in its sole discretion, determines that such person is not performing in accordance with the standards required herein, Contractor shall remove such person immediately upon receiving notice from the City of the desire for the removal of such person.

F. Contractor agrees and represents that the work performed under this Contract shall be in accordance with applicable federal, State and local law.

G. Contractor shall provide corrective services without charge to the City for services which fail to meet the above professional and legal standards and which are reported to Contractor in writing within sixty (60) days of discovery. Should Contractor fail or refuse to perform promptly its obligations, the City may render or u ndertake performance thereof and the Contractor agrees it has satisfied itself by its own investigation and research regarding the conditions affecting the work to be done and labor and materials needed, and that its decision to execute this Agreement is b ased on such independent investigation and research. Contractor shall be liable for any expenses thereby incurred.

12. SUBCONTRACTING

None of the services covered by this Contract shall be subcontracted without the prior written consent of the City, whic h will not be unreasonably withheld. Contractor shall be as fully responsible to the City for the negligent acts and omissions of its contractors and subcontractors, and of persons either directly or indirectly employed by them, as it is for the negligent acts and omissions of persons directly employed by Contractor.

13. ASSIGNABILITY
Neither Agency's rights nor Agency's obligations arising under this Agreement are assignable or otherwise transferable by Agency (whether voluntarily or by operation of law) without the express written consent of Contractor, and any such prohibited assignment or transfer shall be void and without effect. If Contractor should so consent in writing, the assignee shall be bound by all of the terms and conditions of this Agreement.

Contractor may assign any or all of its rights or obligations hereunder without the consent of Agency. Subject to the provisions of this term, this Agreement shall inure to the benefit of and be binding upon each of the parties hereto and their respectiv e permitted successors and assigns.

14. INTEREST IN CONTRACT

Contractor covenants that neither it, nor any of its employees, agents, contractors, or subcontractors has any interest, nor shall they acquire any interest, direct or indirect, in the subject of the Contract, nor any other interest which would conflict in any manner or degree with the performance of its services hereunder. Contractor shall make all disclosures required by the City’s conflict of interest code in accordance with the category designated by the City, unless the City Manager determines in writing that Contractor’s Docusign Envelope ID: C78DF0EE-FA07-44B5-A0C8-77F33C2C25F8 549
Contract for Services
Comcate Software, Inc.

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duties are more limited in scope than is warranted by the category designated by the City code and that a narrower disclosure category should apply. Contractor al so agrees to make disclosure in compliance with the City conflict of interest code if, at any time after the execution of this Contract, City determines and notifies Contractor in writing that Contractor’s duties under this Contract warrant greater disclosure by Contractor than was originally contemplated. Contractor shall make disclosures in the time, place and manner set forth in the conflict of interest code and as directed by the City.

15. MATERIALS CONFIDENTIAL

To the extent permitted by law, all of the materials prepared or assembled by Contractor pursuant to performance of this Contract are confidential and Contractor agrees that they shall not be made available to any individual or organization without the prior written approval of the City, except by court order.

16. LIABILITY OF CONTRACTOR-NEGLIGENCE

Contractor shall be responsible for performing the work under this Contract in a manner which is consistent with the generally-accepted standards of the Contractor’s profession and shall be liable for its own negligence and the negligent acts of its employees, agents, contractors and subcontractors. The City shall have no right of control over the manner in which the work is to be done but only as to its outcome, and shall not be charged with the responsibility of preventing risk to Contractor or its employees, agents, contractors or subcontractors.

17. INDEMNITY AND LITIGATION, COSTS

A. Agency Indemnification of Comcate: Agency shall defend, indemnify, and hold harmless Comcate, its officers, directors, employees, and agents from and against any claims, damages, losses, and expenses (including reasonable attorneys' fees) to the extent arising out of Agency’s material breach of this Agreement.

B. Comcate Indemnification of Agency: Comcate shall defend, indemnify, and hold harmless the Agency, its officers, officials, agents, and employees from and against any claims, damages, losses, and expenses (including reasonable attorneys' fees) to the extent arising out of:

● Comcate’s material breach of this Agreement; Comcate’s gross negligence or willful misconduct; or Unauthorized disclosure or misuse of Agency data, except where caused by Agency’s negligence or failure to follow agreed-upon security protocols.

C. Good Faith Resolution Before Indemnification: The parties agree to first engage in good faith discussions to resolve any indemnifiable claims before Docusign Envelope ID: C78DF0EE-FA07-44B5-A0C8-77F33C2C25F8 550
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seeking formal indemnification. If a resolution cannot be reached within 60 days of written notice, indemnification obligations shall apply.

D. Liability Cap & Insurance Alignment

● Each party’s indemnification obligations shall be capped at the total fees paid under this Agreement in the 12 months preceding the claim, except in cases of:
○ Willful misconduct, or liabilities that are covered by applicable insurance policies (but not claims that are covered by City’s self-insured retention fund).

E. Survival & Mutual Cooperation
● Indemnification obligations shall survive termination of this Agreement.
● Both parties agree to cooperate in mitigating losses and handling claims to reduce unnecessary legal costs.

18. CONTRACTOR TO PROVIDE INSURANCE

Contractor agrees to have and maintain the policies set forth below, against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder by the Contractor, its agents, re presentatives, or employees. All policies, endorsements, certificates, and/or binders shall be subject to approval by the City as to form and content. A lapse in any required insurance coverage during this Agreement shall be a breach of this Agreement.

A. Minimum Scope and Limit of Insurance

i. Commercial General Liability (CGL) : Insurance Services Office Form CG 00 01 covering CGL on an “occurrence” basis, including products and completed operations, property damage, bodily injury and personal & advertising injury with limits no less than $2,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location (ISO CG 25 03 or 25 04) or the general aggregate limit shall be twice the required occurrence limit.

ii. Automobile Liability: Insurance Services Office Form Number CA 00 01 covering any auto (Code 1), or if Contractor has no owned autos, covering hired (Code 8) and non-owned autos (Code 9), with limit no less than $1 ,000,000 per accident for bodily injury and property damage.

iii. Workers’ Compensation as required by the State of California, with Statutory Limits and Employer’s Liability Insurance with limit of no less than $1,000,000 per accident for bodily injury o r disease. If Contractor has no Docusign Envelope ID: C78DF0EE-FA07-44B5-A0C8-77F33C2C25F8 551
Contract for Services
Comcate Software, Inc.

9 1733390.1 9959-001
Version: 01/25/2024
employees, Contractor must notify City if an employee is hired, verify proof of coverage for any subcontractors, and agrees to hold City harmless and defend City from claims arising from failure to provide workers’ compensation benefits.

iv. Professional Liability (Errors and Omissions) : Insurance appropriate to the Contractor’s profession, with limit no less than $2,000,000 per occurrence or claim, $2,000,000 aggregate. Professional liability coverage shall extend for at le ast five years after completion of the Contractor’s services under this Agreement.

If the Contractor maintains broader coverage and/or higher limits than the minimums shown above, the City requires and shall be entitled to the broader coverage and/or the higher limits maintained by the Contractor. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City.

B. Other Insurance Provisions

The insurance policies are to contain, or be endorsed to contain, the following provisions:

i. Additional Insured Status . The City, its officers, officials, employees, and volunteers are to be covered as additional insureds on the CGL policy with respect to liability arising out of work or operation s performed by or on behalf of the Contractor including materials, parts, or equipment furnished in connection with such work or operations. General liability coverage can be provided in the form of an endorsement to the Contractor’s insurance (at least as broad as ISO Form CG 20 10 11 85 or both CG 20 10, CG 20 26, CG 20 33, or CG 20 38; and CG 20 37 forms if later revisions used).

ii. Primary Coverage . For any claims related to this Contract, the Contractor’s insurance coverage shall be primary insura nce coverage at least as broad as ISO CG 20 01 04 13 as respects the City, its officers, officials, employees, or volunteers. Any insurance or self-insurance maintained by the City, its officers, officials, employees or volunteers shall be excess of the Co ntractor’s insurance and shall not contribute with it.

iii. Umbrella or Excess Policy . The Contractor may use Umbrella or Excess Policies to provide the liability limits as required in this Agreement. This form of insurance will be acceptable provided that all of the Primary and Umbrella or Excess Policies shall provide all of the insurance coverages herein required, including, but not limited to, primary and non-contributory, additional insured, Self- Insured Retentions (SIRs), indemnity, and defense requirements. The Umbrella or Excess Policies shall be provided on a true “following form” or broader coverage basis, with coverage at least as broad as provided on the underlying Commercial General Liability insurance. No insurance policies maintained by the A dditional Docusign Envelope ID: C78DF0EE-FA07-44B5-A0C8-77F33C2C25F8 552
Contract for Services
Comcate Software, Inc.

10 1733390.1 9959-001
Version: 01/25/2024
Insureds, whether primary or excess, and which also apply to a loss covered hereunder, shall be called upon to contribute to a loss until the Contractor’s primary and excess liability policies are exhausted.

iv. Notice of Cancelation. Each insurance policy required above shall provide that coverage shall not be canceled, except with 30 days’ notice to the City, with ten days’ for notice of cancelation due to non-payment.

v. Waiver of Subrogation. Contractor hereby grants to City a waiver of any right to subrogation which any insurer of said Contractor may acquire against the City by virtue of the payment of any loss under such insurance.

Contractor agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not the City has received a waiver of subrogation endorsement from the insurer.

vi. Self-Insured Retentions. Self-insured retentions must be declared to and approved by the City. The City may require the Contractor to purchase coverage with a lower retention or provide proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention.

The policy language shall provide, or be endorsed to provide, that the self-insured retention may be satisfied by either the named insured or City.

vii. Acceptability of Insurers . Insurance is to be placed with insurers authorized to conduct business in the state with a current A.M. Best’s rating of no less than A:VII, unless otherwise acceptable to the City.

viii. Claims Made Policies. If any of the required policies for professional liability insurance provide claims-made coverage:

a. The Retroactive Date must be shown and must be before the date of the Contract or the beginning of contract work.

b. Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of contract work.

c. If coverage is canceled or non -renewed, and not replaced with another claims-made policy form with a Retroactive Date prior to the contract effective date, the Contractor must purchase “extended reporting” coverage for a minimum of five (5) years after completion of contract work.

ix. Verification of Coverage . Contractor shall furnish the City with original Certificate of Insurance including all required amendatory endorsements (or copies of the applicable policy language effecting coverage required by this clause) and a copy of the Declarations an d Endorsement Page of the CGL policy Docusign Envelope ID: C78DF0EE-FA07-44B5-A0C8-77F33C2C25F8 553
Contract for Services
Comcate Software, Inc.

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listing all policy endorsements to the City before work begins. However, failure to obtain the required documents prior to the work beginning shall not waive the Contractor’s obligation to provide them. The City reserve s the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time.

x. Subcontractors. Contractor shall require and verify that all subcontractors maintain insurance meeting all the requirements stated herein, and Contractor shall ensure that City is an additional insured on insurance required from subcontractors.

xi. Special Risks or Circumstances. City reserves the right to modify these requirements, including limits , based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances.

19. GENERAL/MISCELLANEOUS PROVISIONS

A. Contract Documents. This Agreement and its exhibits shall be known as the “Contract Documents.” Terms set forth in any Contract Document shall be deemed to be incorporated in all Contract Documents as if set forth in full therein. In the event of conflict between terms cont ained in these Contract Documents, the more specific term shall control. If any portion of the Contract Documents shall be in conflict with any other portion, provisions contained in the Contract shall govern over conflicting provisions contained in the ex hibits to the Contract. In the event of any conflict between the terms or conditions of this written Agreement and any terms or conditions of any document prepared or provided by Contractor and made a part of this Agreement, including without limitation any document relating to the scope of services or payment therefor, the written terms of this document shall control over those terms or conditions.

B. Non-Discrimination in Employment and Equal Employment Opportunity. Contractor shall not engage in unlawf ul employment discrimination. Such unlawful employment discrimination includes, but is not limited to, employment discrimination based upon a person’s race, color, ancestry, national origin, religious creed, sex (including pregnancy, childbirth breastfeedi ng or related medical condition), sexual orientation, gender, gender identity, gender expression and age (over 40), disability (mental and physical), medical condition, marital status, citizenship, and military and veteran status.

C. Inspection of Records. Contractor shall maintain and make available for inspection by the City and its auditors accurate records of all of its costs, disbursements and receipts with respect to any work under this Contract. Such inspections may be made during regular office hours at any time until six (6) months after the final payments under this Contract are made to the Contractor.

D. Entire Agreement. This Contract constitutes the entire agreement between the parties relative to the services specified herein and supersedes w hatever oral or Docusign Envelope ID: C78DF0EE-FA07-44B5-A0C8-77F33C2C25F8 554
Contract for Services
Comcate Software, Inc.

12 1733390.1 9959-001
Version: 01/25/2024
written understanding they may have had prior to the execution of this Agreement. No alteration or modification of this Agreement shall be valid or effective unless and until such modification is evidenced by a writing signed by both partie s to this Contract, by persons authorized to act on behalf of the parties. There are no understandings, agreements, conditions, representations, warranties or promises, with respect to this Contract, except those contained in or referred to in the writing.

E. Severability. If any portion of this Agreement or the application thereof to any person or circumstance shall be held invalid or unenforceable, the remainder of this Agreement shall not be affected thereby and shall be enforced to the greatest extent permitted by law.

F. Waiver. Neither City’s acceptance of, or payment for, any service performed by Contractor, nor any waiver by either party of any default, breach, or condition precedent, shall be construed as a waiver of any provision of this Agreement, nor as a waiver of any other default, breach or condition precedent or any other right hereunder.

G. Notice. All notices that are required to be given by one party to the other under this Contract shall be in writing and shall be deemed to have been given if delivered personally or enclosed in a properly addressed envelope and deposited in a United States Post Office for delivery by registered or certified mail addressed to the parties at the following addresses:

City: City of Rocklin
Information Technology Division
4081 Alvis Court
Rocklin, CA 95677

City of Rocklin
Office of the City Attorney
3970 Rocklin Road
Rocklin, CA 95677

Contractor: Comcate Software, Inc.
9450 SW Gemini Dr
Suite 61173
Beaverton, Oregon 97008-7105 US

H. Enforcement of Agreement. This Contract shall be interpreted, governed and enforced in accordance with the laws of the St ate of California. Venue of any action arising out of this Contract shall be brought and maintained in Placer County California, regardless of where else venue may lie. The parties consent to jurisdiction over their persons and over the subject matter of a ny such litigation in such court, and consent to service of process issued by such courts.

Docusign Envelope ID: C78DF0EE-FA07-44B5-A0C8-77F33C2C25F8 555
Contract for Services
Comcate Software, Inc.

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I. Attorney’s Fees. In any action brought by either party to enforce the terms of this Contract, each party shall bear responsibility for its attorney’s fees and a ll costs regardless of whether one party is determined to be the prevailing party.

J. Power and Authority to Enter into Agreement . All parties to this Agreement warrant and represent that they have the power and authority to enter into this Agreement in the names, titles, and capacities herein stated and on behalf of any entities, persons, or firms represented or purported to be represented by such entity(ies), person(s), or firm(s) and that all formal requirements necessary or required by any state and/or federal law in order to enter into this Agreement have been fully complied with.

Furthermore, by entering into this Agreement, Contractor hereby warrants that it shall not have breached the terms or conditions of any other contract or agreement to which Contractor is obligated, which breach would have a material effect hereon.

K. Counterparts; Electronic Signatures. This Agreement may be executed in two or more counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same instrument. The words “execution,” “signed,” “signature,” and words of like import in this Agreement or in any other certificate, agreement or document related to this Agreement, shall include dig ital electronic signatures (DocuSign). The use of digital electronic signatures and electronic records (including, without limitation, any contract or other record created, generated, sent, communicated, received, or stored by electronic means) shall be of the same legal effect, validity and enforceability as a manually executed signature or use of a paper -based record-keeping system to the fullest extent permitted by applicable law.

L. Exhibits. All exhibits referred to herein and attached hereto, are by this reference incorporated as if set forth fully herein.

CONTRACTOR

By: _____________________________
David Richmond, CEO

By: _____________________________
Raja Kapadia, Secretary

CITY OF ROCKLIN

By: _______________________________
Aly Zimmermann, City Manager

Docusign Envelope ID: C78DF0EE-FA07-44B5-A0C8-77F33C2C25F8 556
Contract for Services
Comcate Software, Inc.

14 1733390.1 9959-001
Version: 01/25/2024

ATTEST:

By: _________________________________
Avinta Singh, City Clerk

APPROVED AS TO FORM:

By: _________________________________
Crystal Hodgson, Assistant City Attorney
Docusign Envelope ID: C78DF0EE-FA07-44B5-A0C8-77F33C2C25F8 557
Contract for Services
Comcate Software, Inc.

EXHIBIT A

Scope of Work

The Contractor shall supply the City with Customer Relationship Management (CRM) 311 and Code Enforcement Manager (CEM) cloud-based software, which includes the following Core Products:

Core Products
eFeedbackManager
(CRM) and
Responsive Mobile
Web App
eFeedbackManager (eFM) is a customer service software tool which provides comprehensive tracking, routing and analysis of customer communications (web portal, mobile devices, email, postal mail, phone, walk-ins). eFM provides web-input for customers via the Agency’s website.

Code Enforcement
Manager (CEM)
Comcate provides a best in class Code Enforcement Case
Management System that is fully integrated with our CRM product. The Agency has used Comcate’s Code Enforcement Manager for years and our project plan will include a full upgrade and migration of configurations and case data to our newest product version.

GIS Lite - Mapping
and Address
Validation
GIS Lite module leveraging address verification, association of property with cases, viewing of activity on maps, and allows the tabular reports of activity by neighborhood.

Citizen Mobile App
Provide native mobile apps to download in Apple Store and Google Play Store
Docusign Envelope ID: C78DF0EE-FA07-44B5-A0C8-77F33C2C25F8 558
Contract for Services
Comcate Software, Inc.

EXHIBIT B

Schedule of Performance

Ongoing Support and Services
During implementation of Comcate Software, Contractor shall introduce City staff to experienced and capable in-house customer support staff.

Contractor shall maintain hours necessary to support City’s use of licensed products listed in Exhibit A at the services levels listed in the table below. Contractor shall make customer service technicians available during normal business hours from 8am to 5:00pm PST Monday through Friday. Contractor team members shall be available during business hours via email and phone and shall respond to City issues within 4 -6 hours.

Contractor shall adhere to the following performance standards and response times:

Contractor shall make arrangements for the technology to be accessible by the City’s staff and public users 99.8% of the time, not counting scheduled maintenance for users of Contractor’s ASP service.

Service Level Table

Support includes the following:

1. Trouble-shooting at Comcate’s facilities

2. Establishment of an FAQ for customers

3. On-line help windows including comprehensive Customer Knowledge Base* Docusign Envelope ID: C78DF0EE-FA07-44B5-A0C8-77F33C2C25F8 559
Contract for Services
Comcate Software, Inc.

EXHIBIT C

Schedule of Fees

Year 1 Year 2 Year 3
Renewal
Date 3/1/2025 3/1/2026 3/1/2027
Product

Mobile
Citizen $3,986 $4,105 $4,228
CEM $14,038 $14,459 $14,893
eFM $25,248 $26,006 $26,786
GIS Lite $1,200 $1,236 $1,273

Investment
in client -$1,200 -$2,400
Total $48,608 $49,839 $49,930

* Annual License Fees for Years 2 and 3 shown above already include a 3% per year adjustment for COLA. Fees due under this Agreement shall not exceed the total listed above for each year of service. Total compensation due under this Agreement shall not exceed the total sum of One Hundred Forty -Eight Thousand Three Hundred Seventy - Seven Dollars ($148,377).

Docusign Envelope ID: C78DF0EE-FA07-44B5-A0C8-77F33C2C25F8 560
Contract for Services
Comcate Software, Inc.

EXHIBIT D

CERTIFICATE OF COMPLIANCE WITH LABOR CODE § 3700
[Labor Code § 1861]

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

CONTRACTOR

By: ______________
David Richmond, CEO

Docusign Envelope ID: C78DF0EE-FA07-44B5-A0C8-77F33C2C25F8 561
City Council
Staff Report

Subject:

Contract for Tyler Technologies
Munis Enterprise Resource Planning
(ERP) Solution
Date:

February 25, 2025
Submitted By:

Ruth Green, IT Manager
Daniel Choe, Administrative Services Deputy Director
Department:

Administrative Services - IT
Recommendation:

Adopt a Resolution of the City Council of the City of Rocklin Approving and Authorizing the City Manager to Execute a Maintenance Agreement with Tyler Technologies, Inc.

Background:

The City utilizes the Tyler Technologies Munis Enterprise Resource Planning (ERP) solution.

The contract for services with Tyler Technologies ensures the City retains its secure financial management solution, designed exclusively for the public sector. The Munis ERP is a solution that integrates financials, payroll, human resources, purchasing, fixed assets, revenue streams, and civic services. It includes various modules and functionalities that enable departments to monitor key business intelligence, identify year-over-year trends, track workflows, and access real-time data, ensuring accurate reporting and budget forecasting for informed strategic decision-making.

The current contract with Tyler Technologies is nearing expiration and requires renewal. Staff recommends entering into a new five-year agreement, paid annually, to ensure continued use of this essential sole-source software, which can only be purchased and maintained by Tyler Technologies. The City has relied on Tyler Technologies for more than a decade to support critical operations. Therefore, staff further recommends suspending competitive bidding pursuant to Rocklin Municipal Code Title 3, Section 3.04.090.B. The total contract amount is $592,869, and the attached Resolution (Attachment 1) authorizes the City Manager to execute the agreement.

Fiscal Impact:

Item Number C16.

562

ATTACHMENTS:

1. Resolution

2. Resolution Exhibit A - Agreement
563
RESOLUTION NO. 2025-

RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ROCKLIN

APPROVING AND AUTHORIZING THE CITY MANAGER TO EXECUTE A MAINTENANCE AGREEMENT WITH TYLER TECHNOLOGIES, INC.

WHEREAS, the City of Rocklin (City) utilizes the Tyler Technologies Munis Enterprise Resource Planning (ERP) solution, which integrates financials, payroll, human resources, purchasing, fixed assets, revenue streams, and civic services; and WHEREAS, the current contract is nearing expiration, and to ensure continued use of this essential ERP solution, staff recommends entering into a new five-year (5) maintenance services agreement with Tyler Technologies, Inc for a total amount of $592,869; and
WHEREAS, staff further recommends authorizing the City Manager to execute the said agreement.

NOW, THEREFORE, the City Council of the City of Rocklin does resolve as follows:

Section 1. The Maintenance Services Agreement with Tyler Technologies, Inc. for the Tyler Technology Enterprise ERP solution is hereby approved in substantially the form attached hereto as Exhibit A, and the City Manager is authorized to execute the Agreement.

PASSED AND ADOPTED this 25th day of February, 2025 by the following vote:

AYES: Councilmembers:

NOES: Councilmembers:

ABSENT: Councilmembers:

ABSTAIN: Councilmembers:
_________________________
Jill Gayaldo, Mayor
ATTEST:
____________________________
Avinta Singh, City Clerk
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1 LICENSE AND SERVICES AGREEMENT

This License and Services Agreement is made between Tyler Technologies, Inc. and Client.

WHEREAS, Client and Tyler were parties to an agreement dated March 24, 2020 (the “License Agreement”), under which Tyler granted Client a limited license to the Tyler Software known as Enterprise Resource Planning (fka Munis);

WHEREAS, under the License Agreement Client’s perpetual licenses to the Tyler Software listed above are fully paid for;

WHEREAS, under the License Agreement Tyler also provided Client maintenance and support services, subject to annual maintenance and support fees;

WHEREAS, Tyler and Client desire to terminate the License Agreement and replace it with this Agreement effective March 16, 2025, to restate the terms of its license grant and, on a term beginning March 16, 2025, for Tyler to provide and Client to receive and pay for continued maintenance and support services from Tyler as set forth in the Investment Summary under the terms of this Agreement;

NOW THEREFORE, in consideration of the foregoing and of the mutual covenants and promises set forth in this Agreement, Tyler and Client agree as follows:

SECTION A – DEFINITIONS

• “Agreement” means this License and Services Agreement. • “Business Travel Policy” means our business travel policy. A copy of our current Business Travel Policy is attached as Schedule 1 to Exhibit B.
• “Client” means the City of Rocklin, California.
• “Defect” means a failure of the Tyler Software to substantially conform to the functional descriptions set forth in our written proposal to you, or their functional equivalent. Future functionality may be updated, modified, or otherwise enhanced through our maintenance and support services, and the governing functional descriptions for such future functionality will be set forth in our then-current Documentation.
• “Defined Named Users” means the maximum number of named users that are authorized to use the Enterprise Permitting & Licensing labeled modules identified in the Investment Summary, if any.
• “Developer” means a third party who owns the intellectual property rights to Third Party Software.
• “Documentation” means any online or written documentation related to the use or functionality of the Tyler Software that we provide or otherwise make available to you, including instructions, user guides, manuals and other training or self-help documentation. • “Effective Date” means March 16, 2025.
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2 • “Force Majeure” means an event beyond the reasonable control of you or us, including, without limitation, governmental action, war, riot or civil commotion, fire, natural disaster, or any other cause that could not with reasonable diligence be foreseen or prevented by you or us. • “Investment Summary” means the agreed upon cost proposal for the software, products, and services attached as Exhibit A.
• “Invoicing and Payment Policy” means the invoicing and payment policy. A copy of our current Invoicing and Payment Policy is attached as Exhibit B.
• “Maintenance and Support Agreement” means the terms and conditions governing the provision of maintenance and support services to all of our customers. A copy of our current Maintenance and Support Agreement is attached as Exhibit C. • “Order Form” means an ordering document that includes a quote or investment summary and specifying the items to be provided by Tyler to Client, including any addenda and supplements thereto.
• “Support Call Process” means the support call process applicable to all of our customers who have licensed the Tyler Software. A copy of our current Support Call Process is attached as Schedule 1 to Exhibit C.
• “Third Party Hardware” means the third party hardware, if any, identified in the Investment Summary.
• “Third Party Products” means the Third Party Software and Third Party Hardware. • “Third Party SaaS Services” means software as a service provided by a third party, if any, identified in the Investment Summary.
• “Third Party Services” means the third party services, if any, identified in the Investment Summary.
• “Third Party Software” means the third party software, if any, identified in the Investment Summary.
• “Third Party Terms” means, if any, the end user license agreement(s) or similar terms for the Third Party Products or other parties’ products or services, as applicable, and attached as indicated at Exhibit D.
• “Tyler” means Tyler Technologies, Inc., a Delaware corporation. • “Tyler Software” means our proprietary software, including any integrations, custom modifications, and/or other related interfaces identified in the Investment Summary and licensed by us to you through this Agreement.
• “we”, “us”, “our” and similar terms mean Tyler.
• “you” and similar terms mean Client.

SECTION B – SOFTWARE LICENSE

1. License Grant and Restrictions.

1.1 We continue to grant to you a license to use the Tyler Software for your internal business purposes only, in the scope of the internal business purposes disclosed to us as of the Effective Date. You may make copies of the Tyler Software for backup and testing purposes, so long as such copies are not used in production and the testing is for internal use only. Your rights to use the Tyler Software are perpetual but may be revoked if you do not comply with the terms of this Agreement.

1.2 Without limiting the terms of Section 2.1, you understand and agree that the Tyler Software set 566

3 forth in the Investment Summary as subscription or software as a service (“SaaS”) do not include perpetual rights. If you do not pay the required annual fee in accordance with the Invoicing and Payment Policy, your right to use the applicable Software will be suspended unless and until payment in full has been made. Tyler Software provided as SaaS is subject to the Tyler SaaS Services Terms and Service Level Agreement found here:
https://www.tylertech.com/terms/tyler-saas-services.

1.3 The Documentation is licensed to you and may be used and copied by your employees for internal, non-commercial reference purposes only.

1.4 You may not: (a) transfer or assign the Tyler Software to a third party; (b) reverse engineer, decompile, or disassemble the Tyler Software; (c) rent, lease, lend, or provide commercial hosting services with the Tyler Software; or (d) publish or otherwise disclose the Tyler Software or Documentation to third parties.

1.5 The license terms in this Agreement apply to updates and enhancements we may provide to you or make available to you through your Maintenance and Support Agreement.

1.6 The right to transfer the Tyler Software to a replacement hardware system is included in your license. You will give us advance written notice of any such transfer and will pay us for any required or requested technical assistance from us associated with such transfer.

1.7 Where applicable with respect to our applications that take or process card payment data, we are responsible for the security of cardholder data that we possess, including functions relating to storing, processing, and transmitting of the cardholder data and affirm that, as of the Effective Date, we comply with applicable requirements to be considered PCI DSS compliant and have performed the necessary steps to validate compliance with the PCI DSS. We agree to supply the current status of our PCI DSS compliance program in the form of an official Attestation of Compliance, which can be found at https://www.tylertech.com/about- us/compliance, and in the event of any change in our status, will comply with applicable notice requirements.

1.8 We reserve all rights not expressly granted to you in this Agreement. The Tyler Software and Documentation are protected by copyright and other intellectual property laws and treaties. We own the title, copyright, and other intellectual property rights in the Tyler Software and the Documentation. The Tyler Software is licensed, not sold.

2. License Fees. There shall be no further license fees owed by you for the Tyler Software you licensed purchased under the Initial Agreement. Should you license additional Tyler Software through this Agreement or by subsequent amendment thereto, you agree to pay us the license fees in the amounts set forth in the applicable Investment Summary. Those amounts are payable in accordance with our Invoicing and Payment Policy.

3. Limited Warranty. We warrant that the Tyler Software will be without Defect(s) as long as you have a Maintenance and Support Agreement in effect. If the Tyler Software does not perform as warranted, we will use all reasonable efforts, consistent with industry standards, to cure the Defect as set forth in the Maintenance and Support Agreement.

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4 SECTION C – PROFESSIONAL SERVICES

1-A. The parties acknowledge that, as of the Effective Date, this Agreement does not include professional services. If professional services are sought in the future, they will be subject to the terms and conditions of this Section C as well as the remainder of this Agreement:

1. Services. We will provide you the various implementation-related services itemized in the Investment Summary and the applicable Statement of Work, if any.

2. Professional Services Fees. You agree to pay us the professional services fees in the amounts set forth in the Investment Summary. Those amounts are payable in accordance with our Invoicing and Payment Policy. You acknowledge that the fees stated in the Investment Summary are good-faith estimates of the amount of time and materials required for your implementation. We will bill you the actual fees incurred based on the in-scope services provided to you. Any discrepancies in the total values set forth in the Investment Summary will be resolved by multiplying the applicable hourly rate by the quoted hours.

3. Additional Services. The Investment Summary contains the scope of services and related costs (including programming and/or interface estimates) required for the project based on our understanding of the specifications you supplied. If additional work is required, or if you use or request additional services, we will provide you with an addendum or change order, as applicable, outlining the costs for the additional work. The price quotes in the addendum or change order will be valid for thirty (30) days from the date of the quote.

4. Cancellation. If you cancel services less than four (4) weeks in advance (other than for Force Majeure or breach by us), you will be liable for all (a) daily fees associated with cancelled professional services if we are unable to reassign our personnel and (b) any non-refundable travel expenses already incurred by us on your behalf. We will make all reasonable efforts to reassign personnel in the event you cancel within four (4) weeks of scheduled commitments.

5. Services Warranty. We will perform the services in a professional, workmanlike manner, consistent with industry standards. In the event we provide services that do not conform to this warranty, we will re-perform such services at no additional cost to you.

6. Site Access and Requirements. At no cost to us, you agree to provide us with full and free access to your personnel, facilities, and equipment as may be reasonably necessary for us to provide implementation services, subject to any reasonable security protocols or other written policies provided to us as of the Effective Date, and thereafter as mutually agreed to by you and us. You further agree to provide a reasonably suitable environment, location, and space for the installation of the Tyler Software and any Third Party Products, including, without limitation, sufficient electrical circuits, cables, and other reasonably necessary items required for the installation and operation of the Tyler Software and any Third Party Products.

7. Client Assistance. You acknowledge that the implementation of the Tyler Software is a cooperative process requiring the time and resources of your personnel. You agree to use all reasonable efforts to cooperate with and assist us as may be reasonably required to meet the agreed upon project deadlines and other milestones for implementation. This cooperation includes at least working with us to schedule the implementation-related services outlined in this Agreement. We will not be liable 568

5 for failure to meet any deadlines and milestones when such failure is due to Force Majeure or to the failure by your personnel to provide such cooperation and assistance (either through action or omission).

8. Background Checks. For at least the past twelve (12) years, all of our employees have undergone criminal background checks prior to hire. All employees sign our confidentiality agreement and security policies.

SECTION D – MAINTENANCE AND SUPPORT

If you have purchased ongoing maintenance and support services, and continue to make timely payments for them according to our Invoicing and Payment Policy, we will provide you with maintenance and support services for the Tyler Software under the terms of our standard Maintenance and Support Agreement.

If you have opted not to purchase ongoing maintenance and support services for the Tyler Software, the Maintenance and Support Agreement does not apply to you. Instead, you will only receive ongoing maintenance and support on the Tyler Software on a time and materials basis. In addition, you will:

(i) receive the lowest priority under our Support Call Process; (ii) be required to purchase new releases of the Tyler Software, including fixes, enhancements and patches;
(iii) be charged our then-current rates for support services, or such other rates that we may consider necessary to account for your lack of ongoing training on the Tyler Software; (iv) be charged for a minimum of two (2) hours of support services for every support call; and
(v) not be granted access to the support website for the Tyler Software or the Tyler Community Forum.

SECTION E – THIRD PARTY PRODUCTS

To the extent there are any Third Party Products set forth in the Investment Summary, the following terms and conditions will apply:

1. Third Party Hardware. We will sell, deliver, and install onsite the Third Party Hardware, if you have purchased any, for the price set forth in the Investment Summary. Those amounts are payable in accordance with our Invoicing and Payment Policy.

2. Third Party Software. Upon payment in full of the Third Party Software license fees, you will receive a non-transferable license to use the Third Party Software and related documentation for your internal business purposes only. Your license rights to the Third Party Software will be governed by the Third Party Terms.

2.1 We will install onsite the Third Party Software. The installation cost is included in the installation fee in the Investment Summary.

569

6 2.2 If the Developer charges a fee for future updates, releases, or other enhancements to the Third Party Software, you will be required to pay such additional future fee.

2.3 The right to transfer the Third Party Software to a replacement hardware system is governed by the Developer. You will give us advance written notice of any such transfer and will pay us for any required or requested technical assistance from us associated with such transfer.

3. Third Party Products Warranties.

3.1 We are authorized by each Developer to grant or transfer the licenses to the Third Party Software.

3.2 The Third Party Hardware will be new and unused, and upon payment in full, you will receive free and clear title to the Third Party Hardware.

3.3 You acknowledge that we are not the manufacturer of the Third Party Products. We do not warrant or guarantee the performance of the Third Party Products. However, we grant and pass through to you any warranty that we may receive from the Developer or supplier of the Third Party Products.

4. Third Party Services. If you have purchased Third Party Services, those services will be provided independent of Tyler by such third-party at the rates set forth in the Investment Summary and in accordance with our Invoicing and Payment Policy.

5. Maintenance. If you have a Maintenance and Support Agreement in effect, you may report defects and other issues related to the Third Party Software directly to us, and we will (a) directly address the defect or issue, to the extent it relates to our interface with the Third Party Software; and/or (b) facilitate resolution with the Developer, unless that Developer requires that you have a separate, direct maintenance agreement in effect with that Developer. In all events, if you do not have a Maintenance and Support Agreement in effect with us, you will be responsible for resolving defects and other issues related to the Third Party Software directly with the Developer.

SECTION F – INVOICING AND PAYMENT; INVOICE DISPUTES

1. Invoicing and Payment. We will invoice you for all fees set forth in the Investment Summary per our Invoicing and Payment Policy, subject to Section F(2).

2. Invoice Disputes. If you believe any delivered software or service does not conform to the warranties in this Agreement, you will provide us with written notice within thirty (30) days of your receipt of the applicable invoice. The written notice must contain reasonable detail of the issues you contend are in dispute so that we can confirm the issue and respond to your notice with either a justification of the invoice, an adjustment to the invoice, or a proposal addressing the issues presented in your notice. We will work with you as may be necessary to develop an action plan that outlines reasonable steps to be taken by each of us to resolve any issues presented in your notice.

You may withhold payment of the amount(s) actually in dispute, and only those amounts, until we complete the action items outlined in the plan. If we are unable to complete the action items outlined in the action plan because of your failure to complete the items agreed to be done by you, then you will remit full payment of the invoice. We reserve the right to suspend delivery of all 570

7 services, including maintenance and support services, if you fail to pay an invoice not disputed as described above within fifteen (15) days of notice of our intent to do so.

SECTION G – TERMINATION

1. Termination. This Agreement may be terminated as set forth below. In the event of termination, you will pay us for all undisputed fees and expenses related to the software, products, and/or services you have received, or we have incurred or delivered, prior to the effective date of termination.

Disputed fees and expenses in all terminations other than your termination for cause must have been submitted as invoice disputes in accordance with Section F(2).

1.1 For Cause. If you believe we have materially breached this Agreement, you will invoke the Dispute Resolution clause set forth in Section I(3). You may terminate this Agreement for cause in the event we do not cure, or create a mutually agreeable action plan to address, a material breach of this Agreement within the thirty (30) day window set forth in Section I(3).

1.2 Force Majeure. Either party has the right to terminate this Agreement if a Force Majeure event suspends performance of this Agreement for a period of forty-five (45) days or more.

1.3 Lack of Appropriations. If you should not appropriate or otherwise receive funds sufficient to purchase, lease, operate, or maintain the software or services set forth in this Agreement, you may unilaterally terminate this Agreement upon thirty (30) days written notice to us. You will not be entitled to a refund or offset of previously paid license and other fees. You agree not to use termination for lack of appropriations as a substitute for termination for convenience.

SECTION H – INDEMNIFICATION, LIMITATION OF LIABILITY AND INSURANCE

1. Intellectual Property Infringement Indemnification.

1.1 We will defend you against any third party claim(s) that the Tyler Software or Documentation infringes that third party’s patent, copyright, or trademark, or misappropriates its trade secrets, and will pay the amount of any resulting adverse final judgment (or settlement to which we consent). You must notify us promptly in writing of the claim and give us sole control over its defense or settlement. You agree to provide us with reasonable assistance, cooperation, and information in defending the claim at our expense.

1.2 Our obligations under this Section H(1) will not apply to the extent the claim or adverse final judgment is based on your: (a) use of a previous version of the Tyler Software and the claim would have been avoided had you installed and used the current version of the Tyler Software, and we provided notice of that requirement to you; (b) combining the Tyler Software with any product or device not provided, contemplated, or approved by us; (c) altering or modifying the Tyler Software, including any modification by third parties at your direction or otherwise permitted by you; (d) use of the Tyler Software in contradiction of this Agreement, including with non-licensed third parties; or (e) willful infringement, including use of the Tyler Software after we notify you to discontinue use due to such a claim.

1.3 If we receive information concerning an infringement or misappropriation claim related to the Tyler Software, we may, at our expense and without obligation to do so, either: (a) procure for 571

8 you the right to continue its use; (b) modify it to make it non-infringing; or (c) replace it with a functional equivalent, in which case you will stop running the allegedly infringing Tyler Software immediately. Alternatively, we may decide to litigate the claim to judgment, in which case you may continue to use the Tyler Software consistent with the terms of this Agreement.

1.4 If an infringement or misappropriation claim is fully litigated and your use of the Tyler Software is enjoined by a court of competent jurisdiction, in addition to paying any adverse final judgment (or settlement to which we consent), we will, at our option, either: (a) procure the right to continue its use; (b) modify it to make it non-infringing; (c) replace it with a functional equivalent; or (d) terminate your license and refund the license fees paid for the infringing Tyler Software, as depreciated on a straight-line basis measured over seven (7) years from the date the Tyler Software was originally licensed. We will pursue those options in the order listed herein. This section provides your exclusive remedy for third party copyright, patent, or trademark infringement and trade secret misappropriation claims.

2. General Indemnification.

2.1 We will indemnify and hold harmless you and your agents, officials, and employees from and against any and all third-party claims, losses, liabilities, damages, costs, and expenses (including reasonable attorney's fees and costs) for (a) personal injury or property damage to the extent caused by our negligence or willful misconduct; or (b) our violation of PCI DSS requirements or a law applicable to our performance under this Agreement. You must notify us promptly in writing of the claim and give us sole control over its defense or settlement. You agree to provide us with reasonable assistance, cooperation, and information in defending the claim at our expense.

2.2 To the extent permitted by applicable law, you will indemnify and hold harmless us and our agents, officials, and employees from and against any and all third-party claims, losses, liabilities, damages, costs, and expenses (including reasonable attorney's fees and costs) for (a) personal injury or property damage to the extent caused by your negligence or willful misconduct; or (b) your violation of a law applicable to your performance under this Agreement.

We will notify you promptly in writing of the claim and will give you sole control over its defense or settlement. We agree to provide you with reasonable assistance, cooperation, and information in defending the claim at your expense.

3. DISCLAIMER. EXCEPT FOR THE EXPRESS WARRANTIES PROVIDED IN THIS AGREEMENT AND TO THE

MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE HEREBY DISCLAIM ALL OTHER

WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, BUT

NOT LIMITED TO, ANY IMPLIED WARRANTIES, DUTIES, OR CONDITIONS OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. CLIENT UNDERSTANDS AND AGREES THAT TYLER DISCLAIMS ANY LIABILITY FOR ERRORS THAT RELATE TO USER ERROR.

4. LIMITATION OF LIABILITY. EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS AGREEMENT,

OUR LIABILITY FOR DAMAGES ARISING OUT OF THIS AGREEMENT, WHETHER BASED ON A THEORY

OF CONTRACT OR TORT, INCLUDING NEGLIGENCE AND STRICT LIABILITY, SHALL BE LIMITED TO

YOUR ACTUAL DIRECT DAMAGES, NOT TO EXCEED THE THEN-CURRENT ANNUAL MAINTENANCE AND SUPPORT FEE. THE PARTIES ACKNOWLEDGE AND AGREE THAT THE PRICES SET FORTH IN THIS

AGREEMENT ARE SET IN RELIANCE UPON THIS LIMITATION OF LIABILITY AND TO THE MAXIMUM

EXTENT ALLOWED UNDER APPLICABLE LAW, THE EXCLUSION OF CERTAIN DAMAGES, AND EACH 572

9 SHALL APPLY REGARDLESS OF THE FAILURE OF AN ESSENTIAL PURPOSE OF ANY REMEDY. THE

FOREGOING LIMITATION OF LIABILITY SHALL NOT APPLY TO CLAIMS THAT ARE SUBJECT TO SECTIONS H(1) AND H(2).

5. EXCLUSION OF CERTAIN DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW,

IN NO EVENT SHALL WE BE LIABLE FOR ANY SPECIAL, INCIDENTAL, PUNITIVE, INDIRECT, OR

CONSEQUENTIAL DAMAGES WHATSOEVER, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

6. Insurance. During the course of performing services under this Agreement, we agree to maintain the following levels of insurance: (a) Commercial General Liability of at least $1,000,000; (b) Automobile Liability of at least $1,000,000; (c) Professional Liability of at least $1,000,000; (d) Workers Compensation complying with applicable statutory requirements; and (e) Excess/Umbrella Liability of at least $5,000,000. We will add you as an additional insured to our Commercial General Liability and Automobile Liability policies, which will automatically add you as an additional insured to our Excess/Umbrella Liability policy as well. We will provide you with copies of certificates of insurance upon your written request.

SECTION I – GENERAL TERMS AND CONDITIONS

1. Additional Products and Services. You may purchase additional products and services at the rates set forth in the Investment Summary for twelve (12) months from the Effective Date, and thereafter at our then-current list price, by executing a mutually agreed addendum. If no rate is provided in the Investment Summary, or those twelve (12) months have expired, you may purchase additional products and services at our then-current list price, also by executing a mutually agreed addendum.

The terms of this Agreement will control any such additional purchase(s), unless otherwise specifically provided in the addendum.

2. Optional Items. Pricing for any listed optional products and services in the Investment Summary will be valid for twelve (12) months from the Effective Date.

3. Dispute Resolution. You agree to provide us with written notice within thirty (30) days of becoming aware of a dispute. You agree to cooperate with us in trying to reasonably resolve all disputes, including, if requested by either party, appointing a senior representative to meet and engage in good faith negotiations with our appointed senior representative. Senior representatives will convene within thirty (30) days of the written dispute notice, unless otherwise agreed. All meetings and discussions between senior representatives will be deemed confidential settlement discussions not subject to disclosure under Federal Rule of Evidence 408 or any similar applicable state rule. If we fail to resolve the dispute, then the parties shall participate in non-binding mediation in an effort to resolve the dispute. If the dispute remains unresolved after mediation, then either of us may assert our respective rights and remedies in a court of competent jurisdiction. Nothing in this section shall prevent you or us from seeking necessary injunctive relief during the dispute resolution procedures.

4. Taxes. The fees in the Investment Summary do not include any taxes, including, without limitation, sales, use, or excise tax. If you are a tax-exempt entity, you agree to provide us with a tax-exempt certificate. Otherwise, we will pay all applicable taxes to the proper authorities and you will reimburse us for such taxes. If you have a valid direct-pay permit, you agree to provide us with a 573

10 copy. For clarity, we are responsible for paying our income taxes, both federal and state, as applicable, arising from our performance of this Agreement.

5. Nondiscrimination. We will not discriminate against any person employed or applying for employment concerning the performance of our responsibilities under this Agreement. This discrimination prohibition will apply to all matters of initial employment, tenure, and terms of employment, or otherwise with respect to any matter directly or indirectly relating to employment concerning race, color, religion, national origin, age, sex, sexual orientation, ancestry, disability that is unrelated to the individual's ability to perform the duties of a particular job or position, height, weight, marital status, or political affiliation. We will post, where appropriate, all notices related to nondiscrimination as may be required by applicable law.

6. E-Verify. We have complied, and will comply, with the E-Verify procedures administered by the U.S.

Citizenship and Immigration Services Verification Division for all of our employees assigned to your project.

7. Subcontractors. We will not subcontract any services under this Agreement without your prior written consent, not to be unreasonably withheld.

8. Binding Effect; No Assignment. This Agreement shall be binding on, and shall be for the benefit of, either your or our successor(s) or permitted assign(s). Neither party may assign this Agreement without the prior written consent of the other party; provided, however, your consent is not required for an assignment by us as a result of a corporate reorganization, merger, acquisition, or purchase of substantially all of our assets.

9. Force Majeure. Except for your payment obligations, neither party will be liable for delays in performing its obligations under this Agreement to the extent that the delay is caused by Force Majeure; provided, however, that within ten (10) business days of the Force Majeure event, the party whose performance is delayed provides the other party with written notice explaining the cause and extent thereof, as well as a request for a reasonable time extension equal to the estimated duration of the Force Majeure event.

10. No Intended Third Party Beneficiaries. This Agreement is entered into solely for the benefit of you and us. No third party will be deemed a beneficiary of this Agreement, and no third party will have the right to make any claim or assert any right under this Agreement. This provision does not affect the rights of third parties under any Third Party Terms.

11. Entire Agreement; Amendment. This Agreement represents the entire agreement between you and us with respect to the subject matter hereof, and supersedes any prior agreements, understandings, and representations, whether written, oral, expressed, implied, or statutory. Purchase orders submitted by you, if any, are for your internal administrative purposes only, and the terms and conditions contained in those purchase orders will have no force or effect. This Agreement may only be modified by a written amendment signed by an authorized representative of each party.

12. Severability. If any term or provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement will be considered valid and enforceable to the fullest extent permitted by law.

574

11 13. No Waiver. In the event that the terms and conditions of this Agreement are not strictly enforced by either party, such non-enforcement will not act as or be deemed to act as a waiver or modification of this Agreement, nor will such non-enforcement prevent such party from enforcing each and every term of this Agreement thereafter.

14. Independent Contractor. We are an independent contractor for all purposes under this Agreement.

15. Notices. All notices or communications required or permitted as a part of this Agreement, such as notice of an alleged material breach for a termination for cause or a dispute that must be submitted to dispute resolution, must be in writing and will be deemed delivered upon the earlier of the following: (a) actual receipt by the receiving party; (b) upon receipt by sender of a certified mail, return receipt signed by an employee or agent of the receiving party; (c) upon receipt by sender of proof of email delivery; or (d) if not actually received, five (5) days after deposit with the United States Postal Service authorized mail center with proper postage (certified mail, return receipt requested) affixed and addressed to the other party at the address set forth on the signature page hereto or such other address as the party may have designated by proper notice. The consequences for the failure to receive a notice due to improper notification by the intended receiving party of a change in address will be borne by the intended receiving party.

16. Client Lists. You agree that we may identify you by name in client lists, marketing presentations, and promotional materials.

17. Confidentiality. Both parties recognize that their respective employees and agents, in the course of performance of this Agreement, may be exposed to confidential information and that disclosure of such information could violate rights to private individuals and entities, including the parties.

Confidential information is nonpublic information that a reasonable person would believe to be confidential and includes, without limitation, personal identifying information (e.g., social security numbers) and trade secrets, each as defined by applicable state law. Each party agrees that it will not disclose any confidential information of the other party and further agrees to take all reasonable and appropriate action to prevent such disclosure by its employees or agents. The confidentiality covenants contained herein will survive the termination or cancellation of this Agreement. This obligation of confidentiality will not apply to information that:
(a) is in the public domain, either at the time of disclosure or afterwards, except by breach of this Agreement by a party or its employees or agents;
(b) a party can establish by reasonable proof was in that party's possession at the time of initial disclosure;
(c) a party receives from a third party who has a right to disclose it to the receiving party; or (d) is the subject of a legitimate disclosure request under the open records laws or similar applicable public disclosure laws governing this Agreement; provided, however, that in the event you receive an open records or other similar applicable request, you will give us prompt notice and otherwise perform the functions required by applicable law.

18. Business License. In the event a local business license is required for us to perform services hereunder, you will promptly notify us and provide us with the necessary paperwork and/or contact information so that we may timely obtain such license.

19. Governing Law. This Agreement will be governed by and construed in accordance with the laws of your state of domicile, without regard to its rules on conflicts of law. 575
12 20. Multiple Originals and Authorized Signatures. This Agreement may be executed in multiple originals, any of which will be independently treated as an original document. Any electronic, faxed, scanned, photocopied, or similarly reproduced signature on this Agreement or any amendment hereto will be deemed an original signature and will be fully enforceable as if an original signature. Each party represents to the other that the signatory set forth below is duly authorized to bind that party to this Agreement.

21. Cooperative Procurement. To the maximum extent permitted by applicable law, we agree that this Agreement may be used as a cooperative procurement vehicle by eligible jurisdictions. We reserve the right to negotiate and customize the terms and conditions set forth herein, including but not limited to pricing, to the scope and circumstances of that cooperative procurement.

22. Data & Insights Solution Terms. Your use of certain Tyler solutions includes Tyler’s Data & Insights data platform. Your rights, and the rights of any of your end users, to use Tyler’s Data & Insights data platform is subject to the Data & Insights SaaS Services Terms of Service, available at https://www.tylertech.com/terms/data-insights-saas-services-terms-of-service. By signing a Tyler Agreement or Order Form, or accessing, installing, or using any of the Tyler solutions listed at the linked terms, you certify that you have reviewed, understand, and agree to said terms.

23. Contract Documents. This Agreement includes the following exhibits:

Exhibit A Investment Summary
Exhibit B Invoicing and Payment Policy
Schedule 1: Business Travel Policy
Exhibit C Maintenance and Support Agreement
Schedule 1: Support Call Process
Exhibit D Third Party Terms
IN WITNESS WHEREOF, a duly authorized representative of each party has executed this Agreement as of the date(s) set forth below.

Tyler Technologies, Inc. City of Rocklin, California
By: By:

Name: Name:

Title: Title:

Date: Date:

Address for Notices: Address for Notices:

Tyler Technologies, Inc. City of Rocklin
One Tyler Drive 3970 Rocklin Road
Yarmouth, ME 04096 Rocklin, CA 95677-2720
Attention: Chief Legal Officer Attention: ______________________________ Kimberly Watson
Senior Corporate Attorney
February 14, 2025
576
Exhibit A

1 Exhibit A
Investment Summary

The following Investment Summary details the software, products, and services to be delivered by us to you under the Agreement. This Investment Summary is effective as of the Effective Date, despite any expiration date in the Investment Summary that may have lapsed as of the Effective Date.

Annual fees under the Agreement shall be as follows:

REMAINDER OF PAGE INTENTIONALLY LEFT BLANK
577
Exhibit A

1 578
Exhibit A

2 579
Exhibit A

3 580
Exhibit A

4 581
Exhibit A

5 582
Exhibit B

1 Exhibit B
Invoicing and Payment Policy

We will provide you with the software and services set forth in the Investment Summary. Capitalized terms not otherwise defined will have the meaning assigned to such terms in the Agreement.

Invoicing: We will invoice you for the applicable license and services fees in the Investment Summary as set forth below. Your rights to dispute any invoice are set forth in the Agreement.

1. Tyler Software.

1.1. License Fees: License fees are invoiced as follows: 100% on the Effective Date.

1.2. Maintenance and Support Fees: Year 1 maintenance and support fees are due on the Effective Date.

1.3. SaaS & Subscription Fees: SaaS (including hosting) fees and subscription fees are invoiced on an annual basis, beginning on the first day of the month immediately following the Effective Date.

Your annual SaaS fees and subscription fees for the initial year one term are set forth in the Investment Summary. Upon expiration of the initial term, your annual SaaS fees and subscription fees will be at our then-current rates.

2. Other Tyler Software and Services.

2.1. Implementation and Other Professional Services (including training): Implementation and other professional services (including training) are billed and invoiced as delivered, at the rates set forth in the Investment Summary.

2.2. Consulting Services: If you have purchased any Business Process Consulting services, if they have been quoted as fixed-fee services, they will be invoiced 50% upon delivery of the best practice recommendations, by module, and 50% upon delivery of custom desktop procedures, by module. If you have purchased any Business Process Consulting services and they are quoted as an estimate, then we will bill you the actual services delivered on a time and materials basis.

2.3. Conversions: Fixed-fee conversions are invoiced 50% upon initial delivery of the converted data, by conversion option, and 50% upon Client acceptance to load the converted data into Live/Production environment, by conversion option. Where conversions are quoted as estimated, we will bill you the actual services delivered on a time and materials basis.

2.4. Requested Modifications to the Tyler Software: Requested modifications to the Tyler Software are invoiced 50% upon delivery of specifications and 50% upon delivery of the applicable modification. You must report any failure of the modification to conform to the specifications within thirty (30) days of delivery; otherwise, the modification will be deemed to be in compliance with the specifications after the 30-day window has passed. You may still report Defects to us as set forth in the Maintenance and Support Agreement. 583
Exhibit B

2 2.5. Other Fixed Price Services: Except as otherwise provided, other fixed price services are invoiced as delivered, at the rates set forth in the Investment Summary. For the avoidance of doubt, where “Project Planning Services” are provided, payment will be due upon delivery of the Implementation Planning document.

2.6. Systems Management: Systems Management Services are invoiced on the Effective Date and are provided in accordance with the terms of service for Tyler Systems Management found here: https://www.tylertech.com/terms/tyler-systems-management-terms-of-service.

Notwithstanding anything to the contrary herein, the term will renew automatically for up to four (4) additional one (1) year terms unless terminated in writing by either party at least thirty (30) days prior to the end of the then-current term. Systems Management Services fees for the first four (4) annual renewals will not increase more than five percent (5%) on an annualized basis.

2.7. Disaster Recovery Services: Disaster Recovery Services are invoiced annually in advance on the Effective Date. Disaster Recovery services will be provided in accordance with the terms of service for Disaster Recovery Services found here: https://www.tylertech.com/terms/disaster- recovery-terms-of-service. Notwithstanding anything to the contrary herein, the term will renew automatically for up to four (4) additional one (1) year terms unless terminated in writing by either party at least thirty (30) days prior to the end of the then-current term.

Disaster Recovery fees for the first four (4) annual renewals will not increase more than five percent (5%) on an annualized basis.

3. Third Party Products and Hardware.

3.1. Third Party Software License Fees: License fees for Third Party Software, if any, are invoiced when we make it available to you for downloading.

3.2. Third Party Software Maintenance: The first year maintenance fee for the Third Party Software is invoiced on the Effective Date. Subsequent annual maintenance fees for Third Party Software are invoiced annually, in advance, at then-current rates, upon each anniversary thereof.

3.3. Hardware: Third Party Hardware costs, if any, are invoiced upon delivery.

3.4. Hardware Maintenance: The first year maintenance fee for Hardware is invoiced upon delivery of the hardware. Subsequent annual maintenance fees for hardware are invoiced annually, in advance, at then-current rates, upon each anniversary thereof.

3.5. Third Party Services: Fees for Third Party Services, if any, are invoiced as delivered, along with applicable expenses, at the rates set forth in the Investment Summary. For the avoidance of doubt, Finite Matters will invoice Client directly for any services fees for Pattern Stream.

3.6. Third Party SaaS: Third Party SaaS Services fees, if any, are invoiced annually, in advance, commencing with availability of the respective Third Party SaaS Services. Pricing for the first year of Third Party SaaS Services is indicated in the Investment Summary. Pricing for subsequent years will be at the respective third party’s then-current rates.

4. Transaction Fees. Unless paid directly by an end user at the time of transaction, per transaction (order, call, message, etc.) fees are invoiced on a quarterly basis. Fees are indicated in Exhibit A and may be increased by Tyler upon notice of no less than thirty (30) days.

5. Expenses. The service rates in the Investment Summary do not include travel expenses. Expenses for Tyler delivered services will be billed as incurred and only in accordance with our then-current Business Travel Policy, plus a 10% travel agency processing fee. Our current Business Travel Policy is attached to this Exhibit B at Schedule 1. Copies of receipts will be provided upon request; we 584
Exhibit B

3 reserve the right to charge you an administrative fee depending on the extent of your requests.

Receipts for miscellaneous items less than twenty-five dollars and mileage logs are not available.

Payment. Payment for undisputed invoices is due within forty-five (45) days of the invoice date. We prefer to receive payments electronically. Our electronic payment information is available by contacting [email protected].

585
Exhibit B
Schedule 1

1 Exhibit B
Schedule 1
Business Travel Policy

1. Air Travel

A. Reservations & Tickets

The Travel Management Company (TMC) used by Tyler will provide an employee with a direct flight within two hours before or after the requested departure time, assuming that flight does not add more than three hours to the employee’s total trip duration and the fare is within $100 (each way) of the lowest logical fare. If a net savings of $200 or more (each way) is possible through a connecting flight that is within two hours before or after the requested departure time and that does not add more than three hours to the employee’s total trip duration, the connecting flight should be accepted.

Employees are encouraged to make advanced reservations to take full advantage of discount opportunities. Employees should use all reasonable efforts to make travel arrangements at least two (2) weeks in advance of commitments. A seven (7) day advance booking requirement is mandatory.

When booking less than seven (7) days in advance, management approval will be required.

Except in the case of international travel where a segment of continuous air travel is six (6) or more consecutive hours in length, only economy or coach class seating is reimbursable. Employees shall not be reimbursed for “Basic Economy Fares” because these fares are non-refundable and have many restrictions that outweigh the cost-savings.

B. Baggage Fees

Reimbursement of personal baggage charges are based on trip duration as follows:

• Up to five (5) days = one (1) checked bag
• Six (6) or more days = two (2) checked bags

Baggage fees for sports equipment are not reimbursable.

586
Exhibit B
Schedule 1

2 2. Ground Transportation

A. Private Automobile

Mileage Allowance – Business use of an employee’s private automobile will be reimbursed at the current IRS allowable rate, plus out of pocket costs for tolls and parking. Mileage will be calculated by using the employee's office as the starting and ending point, in compliance with IRS regulations.

Employees who have been designated a home office should calculate miles from their home.

B. Rental Car
Employees are authorized to rent cars only in conjunction with air travel when cost, convenience, and the specific situation reasonably require their use. When renting a car for Tyler business, employees should select a “mid-size” or “intermediate” car. “Full” size cars may be rented when three or more employees are traveling together. Tyler carries leased vehicle coverage for business car rentals; except for employees traveling to Alaska and internationally (excluding Canada), additional insurance on the rental agreement should be declined.

C. Public Transportation

Taxi or airport limousine services may be considered when traveling in and around cities or to and from airports when less expensive means of transportation are unavailable or impractical. The actual fare plus a reasonable tip (15-18%) are reimbursable. In the case of a free hotel shuttle to the airport, tips are included in the per diem rates and will not be reimbursed separately.

D. Parking & Tolls

When parking at the airport, employees must use longer term parking areas that are measured in days as opposed to hours. Park and fly options located near some airports may also be used. For extended trips that would result in excessive parking charges, public transportation to/from the airport should be considered. Tolls will be reimbursed when receipts are presented.

3. Lodging

Tyler’s TMC will select hotel chains that are well established, reasonable in price, and conveniently located in relation to the traveler's work assignment. Typical hotel chains include Courtyard, Fairfield Inn, Hampton Inn, and Holiday Inn Express. If the employee has a discount rate with a local hotel, the hotel reservation should note that discount and the employee should confirm the lower rate with the hotel upon arrival. Employee memberships in travel clubs such as AAA should be noted in their travel profiles so that the employee can take advantage of any lower club rates.

“No shows” or cancellation fees are not reimbursable if the employee does not comply with the hotel’s cancellation policy.

Tips for maids and other hotel staff are included in the per diem rate and are not reimbursed separately.

587
Exhibit B
Schedule 1

3 Employees are not authorized to reserve non-traditional short-term lodging, such as Airbnb, VRBO, and HomeAway. Employees who elect to make such reservations shall not be reimbursed.

4. Meals and Incidental Expenses

Employee meals and incidental expenses while on travel status within the continental U.S. are in accordance with the federal per diem rates published by the General Services Administration.

Incidental expenses include tips to maids, hotel staff, and shuttle drivers and other minor travel expenses. Per diem rates are available at www.gsa.gov/perdiem.

Per diem for Alaska, Hawaii, U.S. protectorates and international destinations are provided separately by the Department of State and will be determined as required.

A. Overnight Travel

For each full day of travel, all three meals are reimbursable. Per diems on the first and last day of a trip are governed as set forth below.

Departure Day

Depart before 12:00 noon Lunch and dinner
Depart after 12:00 noon

Return Day

Dinner
Return before 12:00 noon Breakfast
Return between 12:00 noon & 7:00 p.m. Breakfast and lunch Return after 7:00 p.m.* Breakfast, lunch and dinner

*7:00 p.m. is defined as direct travel time and does not include time taken to stop for dinner.

The reimbursement rates for individual meals are calculated as a percentage of the full day per diem as follows:

Breakfast 15%
Lunch 25%
Dinner 60%

B. Same Day Travel

Employees traveling at least 100 miles to a site and returning in the same day are eligible to claim lunch on an expense report. Employees on same day travel status are eligible to claim dinner in the event they return home after 7:00 p.m.*

*7:00 p.m. is defined as direct travel time and does not include time taken to stop for dinner. 588
Exhibit B
Schedule 1

4 5. Internet Access – Hotels and Airports

Employees who travel may need to access their e-mail at night. Many hotels provide free high speed internet access and Tyler employees are encouraged to use such hotels whenever possible. If an employee’s hotel charges for internet access it is reimbursable up to $10.00 per day. Charges for internet access at airports are not reimbursable.

6. International Travel

All international flights with the exception of flights between the U.S. and Canada should be reserved through TMC using the “lowest practical coach fare” with the exception of flights that are six (6) or more consecutive hours in length. In such event, the next available seating class above coach shall be reimbursed.

When required to travel internationally for business, employees shall be reimbursed for photo fees, application fees, and execution fees when obtaining a new passport book, but fees related to passport renewals are not reimbursable. Visa application and legal fees, entry taxes and departure taxes are reimbursable.

The cost of vaccinations that are either required for travel to specific countries or suggested by the U.S. Department of Health & Human Services for travel to specific countries, is reimbursable.

Section 4, Meals & Incidental Expenses, and Section 2.b., Rental Car, shall apply to this section.

589
Exhibit C

1 Exhibit C
Maintenance and Support Agreement

We will provide you with the following maintenance and support services for the Tyler Software.

Capitalized terms not otherwise defined will have the meaning assigned to such terms in the Agreement.

1. Term. We provide maintenance and support services on an annual basis. The initial term commences on the Effective Date and remains in effect for one (1) year. The term will renew automatically for up to four (4) additional one (1) year terms unless terminated in writing by either party at least thirty (30) days prior to the end of the then-current term. Maintenance and support fees for the first four (4) annual renewals will not increase more than five percent (5%) on an annualized basis.

2. Maintenance and Support Fees. Your year 1 maintenance and support fees for the Tyler Software are listed in the Investment Summary, and your payment obligations are set forth in the Invoicing and Payment Policy. We reserve the right to suspend maintenance and support services if you fail to pay undisputed maintenance and support fees within thirty (30) days of our written notice. We will reinstate maintenance and support services only if you pay all past due maintenance and support fees, including all fees for the periods during which services were suspended.

3. Maintenance and Support Services. As long as you are not using the Help Desk as a substitute for our training services on the Tyler Software, and you timely pay your maintenance and support fees, we will, consistent with our then-current Support Call Process:

3.1 perform our maintenance and support obligations in a professional, good, and workmanlike manner, consistent with industry standards, to resolve Defects in the Tyler Software (subject to any applicable release life cycle policy); provided, however, that if you modify the Tyler Software without our consent, our obligation to provide maintenance and support services on and warrant the Tyler Software will be void;

3.2 provide support during our established support hours;

3.3 maintain personnel that are sufficiently trained to be familiar with the Tyler Software and Third Party Software, if any, in order to provide maintenance and support services;

3.4 provide you with a copy of all releases to the Tyler Software (including updates and enhancements) that we make generally available without additional charge to customers who have a maintenance and support agreement in effect; and

3.5 provide non-Defect resolution support of prior releases of the Tyler Software in accordance with any applicable release life cycle policy.

590
Exhibit C

2 4. Client Responsibilities. We will use all reasonable efforts to perform any maintenance and support services remotely. Currently, we use a third-party secure unattended connectivity tool called Bomgar, as well as GotoAssist by Citrix. Therefore, you agree to maintain a high-speed internet connection capable of connecting us to your PCs and server(s). You agree to provide us with a login account and local administrative privileges as we may reasonably require to perform remote services. We will, at our option, use the secure connection to assist with proper diagnosis and resolution, subject to any reasonably applicable security protocols. If we cannot resolve a support issue remotely, we may be required to provide onsite services. In such event, we will be responsible for our travel expenses, unless it is determined that the reason onsite support was required was a reason outside our control. Either way, you agree to provide us with full and free access to the Tyler Software, working space, adequate facilities within a reasonable distance from the equipment, and use of machines, attachments, features, or other equipment reasonably necessary for us to provide the maintenance and support services, all at no charge to us. We strongly recommend that you also maintain a VPN for backup connectivity purposes.

5. Hardware and Other Systems. If you are a self-hosted customer and, in the process of diagnosing a software support issue, it is discovered that one of your peripheral systems or other software is the cause of the issue, we will notify you so that you may contact the support agency for that peripheral system. We cannot support or maintain Third Party Products except as expressly set forth in the Agreement.

In order for us to provide the highest level of software support, you bear the following responsibility related to hardware and software:

(a) All infrastructure executing Tyler Software shall be managed by you; (b) You will maintain support contracts for all non-Tyler software associated with Tyler Software (including operating systems and database management systems, but excluding Third-Party Software, if any); and
(c) You will perform daily database backups and verify that those backups are successful.

6. Other Excluded Services. Maintenance and support fees do not include fees for the following services: (a) initial installation or implementation of the Tyler Software; (b) onsite maintenance and support (unless Tyler cannot remotely correct a Defect in the Tyler Software, as set forth above); (c) application design; (d) other consulting services; (e) maintenance and support of an operating system or hardware, unless you are a hosted customer; (f) support outside our normal business hours as listed in our then-current Support Call Process; or (g) installation, training services, or third party product costs related to a new release. Requested maintenance and support services such as those outlined in this section will be billed to you on a time and materials basis at our then current rates. You must request those services with at least one (1) week’s advance notice.

Current Support Call Process. Our current Support Call Process for the Tyler Software is attached to this Exhibit C as Schedule 1.
591
Exhibit C
Schedule 1

1 Exhibit C
Schedule 1
Support Call Process

Support Channels
Tyler Technologies, Inc. provides the following channels of software support for authorized users*:
(1) On-line submission (portal) – for less urgent and functionality-based questions, users may create support incidents through the Tyler Customer Portal available at the Tyler Technologies website.

A built-in Answer Panel provides users with resolutions to most “how-to” and configuration- based questions through a simplified search interface with machine learning, potentially eliminating the need to submit the support case.
(2) Email – for less urgent situations, users may submit emails directly to the software support group.
(3) Telephone – for urgent or complex questions, users receive toll-free, telephone software support.
* Channel availability may be limited for certain applications.

Support Resources

A number of additional resources are available to provide a comprehensive and complete support experience:
(1) Tyler Website – www.tylertech.com – for accessing client tools, documentation, and other information including support contact information.
(2) Tyler Search -a knowledge based search engine that lets you search multiple sources simultaneously to find the answers you need, 24x7.
(3) Tyler Community –provides a venue for all Tyler clients with current maintenance agreements to collaborate with one another, share best practices and resources, and access documentation. (4) Tyler University – online training courses on Tyler products.

Support Availability
Tyler Technologies support is available during the local business hours of 8 AM to 5 PM (Monday – Friday) across four US time zones (Pacific, Mountain, Central and Eastern). Tyler’s holiday schedule is outlined below. There will be no support coverage on these days.

New Year’s Day Labor Day
Martin Luther King, Jr. Day Thanksgiving Day
Memorial Day Day after Thanksgiving
Independence Day Christmas Day

For support teams that provide after-hours service, we will provide you with procedures for contacting support staff after normal business hours for reporting Priority Level 1 Defects only. Upon receipt of such a Defect notification, we will use commercially reasonable efforts to meet the resolution targets set forth below.

592
Exhibit C
Schedule 1

2 We will also make commercially reasonable efforts to be available for one pre-scheduled Saturday of each month to assist your IT staff with applying patches and release upgrades, as well as consulting with them on server maintenance and configuration of the Tyler Software environment.

Incident Handling
Incident Tracking

Every support incident is logged into Tyler’s Customer Relationship Management System and given a unique case number. This system tracks the history of each incident. The case number is used to track and reference open issues when clients contact support. Clients may track incidents, using the case number, through Tyler’s Customer Portal or by calling software support directly.

Incident Priority

Each incident is assigned a priority level, which corresponds to the Client’s needs. Tyler and the Client will reasonably set the priority of the incident per the chart below. This chart is not intended to address every type of support incident, and certain “characteristics” may or may not apply depending on whether the Tyler software has been deployed on customer infrastructure or the Tyler cloud. The goal is to help guide the Client towards clearly understanding and communicating the importance of the issue and to describe generally expected response and resolution targets in the production environment only.

References to a “confirmed support incident” mean that Tyler and the Client have successfully validated the reported Defect/support incident.

Priority
Level Characteristics of Support Incident Resolution Targets* 1 Critical
Support incident that causes (a)
complete application failure or
application unavailability; (b)
application failure or unavailability in
one or more of the client’s remote
location; or (c) systemic loss of
multiple essential system functions.

Tyler shall provide an initial response to Priority Level 1 incidents within one (1) business hour of receipt of
the incident. Once the incident has been confirmed,
Tyler shall use commercially reasonable efforts to
resolve such support incidents or provide a
circumvention procedure within one (1) business
day. For non-hosted customers, Tyler’s responsibility
for lost or corrupted data is limited to assisting the
Client in restoring its last available database.
2 High
Support incident that causes (a)
repeated, consistent failure of
essential functionality affecting more
than one user or (b) loss or corruption
of data.

Tyler shall provide an initial response to Priority Level 2 incidents within four (4) business hours of receipt of the incident. Once the incident has been confirmed,
Tyler shall use commercially reasonable efforts to
resolve such support incidents or provide a
circumvention procedure within ten (10) business
days. For non-hosted customers, Tyler’s
responsibility for loss or corrupted data is limited to assisting the Client in restoring its last available
database.
593
Exhibit C
Schedule 1

3 Priority
Level Characteristics of Support Incident Resolution Targets* 3 Medium
Priority Level 1 incident with an
existing circumvention procedure, or
a Priority Level 2 incident that affects
only one user or for which there is an
existing circumvention procedure.

Tyler shall provide an initial response to Priority Level 3 incidents within one (1) business day of receipt of
the incident. Once the incident has been confirmed,
Tyler shall use commercially reasonable efforts to
resolve such support incidents without the need for a
circumvention procedure with the next published
maintenance update or service pack, which shall
occur at least quarterly. For non-hosted customers,
Tyler’s responsibility for lost or corrupted data is
limited to assisting the Client in restoring its last
available database.
4 Non-
critical
Support incident that causes failure of
non-essential functionality or a
cosmetic or other issue that does not
qualify as any other Priority Level.

Tyler shall provide an initial response to Priority Level 4 incidents within two (2) business days of receipt of
the incident. Once the incident has been confirmed,
Tyler shall use commercially reasonable efforts to
resolve such support incidents, as well as cosmetic
issues, with a future version release.
*Response and Resolution Targets may differ by product or business need

Incident Escalation

If Tyler is unable to resolve any priority level 1 or 2 defect as listed above or the priority of an issue has elevated since initiation, you may escalate the incident to the appropriate resource, as outlined by each product support team. The corresponding resource will meet with you and any Tyler staff to establish a mutually agreeable plan for addressing the defect.

Remote Support Tool

Some support calls may require further analysis of the Client’s database, processes or setup to diagnose a problem or to assist with a question. Tyler will, at its discretion, use an industry-standard remote support tool. Tyler’s support team must have the ability to quickly connect to the Client’s system and view the site’s setup, diagnose problems, or assist with screen navigation. More information about the remote support tool Tyler uses is available upon request. 594
Exhibit D

1 Exhibit D
Third Party Terms

DocOrigin Terms. Your use of Tyler Forms software and forms is subject to the DocOrigin End User License Agreement available for download here: https://eclipsecorp.us/eula/. By signing a Tyler Agreement or Order Form including Tyler forms software or forms, or accessing, installing, or using Tyler Forms software or forms, you agree that you have read, understood, and agree to such terms.

595
City Council
Staff Report

Subject:

Whitney Community Park Pump Track – Change Order No. 1
Date:

February 25, 2025
Submitted By:

David Mohlenbrok, Community Development Director
Department:

Community Development
Recommendation:

Adopt a Resolution of the City Council of the City of Rocklin Approving Change Order No. 1 and Authorizing the City Manager to Execute Change Order No. 1 with American Ramp Company, Inc.

Background:

On February 27, 2024, the City Council awarded a construction contact for the Whitney Community Park Pump Track project to American Ramp Company (ARC). The contract amount was $715,401.10 with an 11.8% contingency ($84,598.90) for a total authorized construction budget of $800,000. Due to prior job obligations for ARC, construction did not begin until September 24, 2024.

During the construction of the pump track, the City experienced a significant rain event that overwhelmed the site’s drainage infrastructure. Immediately afterwards, staff and ARC began collaboration on potential remedies and have selected a solution to improve and increase the site’s drainage capacity. ARC’s proposed cost for the improvements is $152,768, which the City has determined to be fair and reasonable.

While the project remains within the overall approved budget, the proposed change order exceeds the City Council-approved change order authority, requiring additional contract authority of $68,169.10 to complete the project with the proposed drainage improvements.

Environmental Analysis:

The development of the Whitney Community Park, and thus the proposed pump track project and the drainage improvements, was analyzed as required by the California Environmental Quality Act (CEQA) as a part of the Northwest Rocklin Annexation Area Environmental Impact Report (EIR) and associated Addendum, approved and certified by City Council Resolutions No. 2002-230 and 2008-252, respectively. Pursuant to Public Resources Code Section 21166 and Section 15162 of California Code of Regulations, Title 14, Division 6, Chapter 3 (CEQA Guidelines), no further environmental review of the project is required.

Item Number C17.

596
Fiscal Impact:

The overall budget authorized for the Whitney Community Park Pump Track Project (45225) has sufficient funds to cover the total construction cost, including Change Order No. 1.

ATTACHMENTS:

1. Resolution

2. Resolution Exhibit A - Change Order No. 1
597
Resolution No. 2025- February 25, 2025 Page 1 of 2
1 RESOLUTION NO. 2025-

RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ROCKLIN
APPROVING CHANGE ORDER NO. 1 AND AUTHORIZING THE CITY
MANAGER TO EXECUTE CHANGE ORDER NO.1 WITH
AMERICAN RAMP COMPANY, INC.

WHEREAS, the Whitney Community Park Pump Track Project consists of installing a bicycle pump track on undeveloped land within Whitney Community Park; and
WHEREAS, on February 27, 2024, the City awarded a construction contract for the Whitney Community Park Pump Track project to American Ramp Company in the amount of $715,401.10 and authorized an additional 11.8 percent construction contingency in the amount of $84,598.90 for a total authorized construction budget of $800,000.00; and
WHEREAS, during construction, the project site experienced a significant rain event that overwhelmed its drainage infrastructure, immediately following which American Ramp Company and City staff collaborated on a solution to increase the site’s drainage; and
WHEREAS, American Ramp Company proposed cost to implement the drainage improvements is $152,768.00, which City staff has determined to be fair and reasonable; and
WHEREAS, the project has thus far maintained its original budget and not spent any of its construction contingency, leaving a $68,169.10 gap to fund the drainage improvements; and
WHEREAS, the budget authorized for the Whitney Community Park Pump Track (45225) has sufficient funds to cover the total construction cost, including Change Order No. 1.

NOW, THEREFORE, the City Council of the City of Rocklin does resolve as follows:

Section 1. The City Council hereby approves and authorizes the City Manager to execute Change Order No. 1 to the Whitney Community Park Pump Track Project attached hereto as Exhibit “A”.
598
Resolution No. 2025- February 25, 2025 Page 2 of 2
1 PASSED AND ADOPTED this 25th day of February, 2025, by the following vote:

AYES: Councilmembers:

NOES: Councilmembers:

ABSENT: Councilmembers:

ABSTAIN: Councilmembers:
___________________________
Jill Gayaldo, Mayor
ATTEST:
___________________________
Avinta Singh, City Clerk
599

EXHIBIT A

CHANGE ORDER
CHANGE ORDER NO.: 1 PROJECT NAME: Whitney Park Bike Pump Track DATE OF ISSUANCE: 02/05/2025 CONTRACTOR: American Ramp Company You are directed to make the following changes to the plans and specifications or do the following work not included in the plans and specifications on this contract. Work includes remobilization, specialty work to remove and install portions of the pump track and complete the drainage plan as required. Cost includes all labor, materials and other incidentals.

JUSTIFICATION:

1. Added scope includes drainage facilities not included i n the original scope of work. During winter months noticeable ponding was observed facilitating the need for additional improvements. A simplified cost breakdown for the work is as follows:
• Remobilization - $26,500
• Equipment - $29,500
• Materials - $27,018
• Labor/Per Diem - $69,750
TOTAL Cost - $152,768

CHANGE TO CONTRACT PRICE CHANGE TO CONTRACT TIME
Original Contract Price: $715,401.10 Original Contract Time:

Current Contract price, as adjusted by previous
change orders: N/A
Current contract time, as adjusted by
previous change orders: N/A
The Contract Price due to this Change Order will be
increased by $152,768.00
The Contract Time due to this Change Order will
be increased by: 0 Working Days
The new Contract Price due to this Change Order
will be $868,169.10
The new Contract Time due to this Change Order
will be: 50 Working Days
NOTE: TO BE EFFECTIVE, THIS ORDER MUST BE APPROVED BY THE CITY COUNCIL.

Requested by: David Mohlenbrok
Community Development Director
Executed by:

Aly Zimmermann, City Manager
Date: 02/05/2025 Date:

We, the under
signed contractor, have given careful consideration to the change proposed, and agree, if the proposal is approved, that we will provide all equipment, furnish all materials, except as may otherwise be noted above, and perform all services necessary for the work above specified and will accept as full payment therefore the prices shown above.

Accepted by:

Date:
2/5/25
50 Working Days
600
City Council
Staff Report

Subject:

Vacation of Alley Between Oak Street and Pine Street and Property Line Reconfiguration
Date:

February 25, 2025
Submitted By:

Nathan Anderson, Senior Planner
Lynn Toth, Associate Civil Engineer
David Mohlenbrok, Community Development Director
Department:

Community Development
Recommendation:

A
.

Adopt a Resolution of the City Council of the City of Rocklin Ordering the Vacation of a Public Street – Alley Between Oak Street and Pine Street.

B
.

Adopt a Resolution of the City Council of the City of Rocklin Authorizing the City Manager to Execute and Record Grant Deeds to Create Two Parcels Within the City’s Real Property Located Between Pacific Street, Oak Street, Railroad Avenue, and Pine Street.

C
.

Adopt a Resolution of the City Council of the City of Rocklin Accepting and Authorizing the City Manager to Record a Grant Deed from Community HousingWorks for the Real Property Located on the Southwest Side of Pine Street Between Railroad Avenue and Pacific Street/APN 010-121-006 and Authorizing the City Manager to Execute and Record a Grant Deed on Behalf of the City to Merge the Community HousingWorks Parcel with Adjacent City Property.

Background:

The staff report is included as Attachment 1 in order to maintain the integrity of the formatting.

Item Number C18.

ATTACHMENTS:

1. Staff Report

2. SR Attachment 1 - General Plan Consistency Finding

3. Resolution A - Alley Vacation

4. Resolution A - Exhibits A and B

5. Resolution B - Parcel Reconfiguration

6. Resolution B Exhibit A - Grant Deeds

7. Resolution C - City Manager Authorization

8. Resolution C Exhibit A - Current Configuration

9. Resolution C Exhibit B - Final Configuration
601
City Council
Staff Report
__________________________________________________
Subject: Vacation of Alley Between Oak Street and Pine Street and property line reconfiguration to enable future development
Date: February 25, 2025
Submitted by: Nathan Anderson, Senior Planner
Lynn Toth, Associate Civil Engineer
David Mohlenbrok, Community Development Director
Department: Community Development
Recommendation:

A. Adopt a Resolution of the City Council of the City of Rocklin Ordering the Vacation of a Public Street – Alley Between Oak Street and Pine Street.

B. Adopt a Resolution of the City Council of the City of Rocklin Authorizing the City Manager to Execute and Record Grant Deeds to Create Two Parcels Within the City’s Real Property Located Between Pacific Street, Oak Street, Railroad Avenue, and Pine Street.

C. Adopt a Resolution of the City Council of the City of Rocklin Accepting and Authorizing the City Manager to Record a Grant Deed from Community HousingWorks for the Real Property Located on the Southwest Side of Pine Street Between Railroad Avenue and Pacific Street/APN 010-121-006 and Authorizing the City Manager to Execute and Record a Grant Deed on Behalf of the City to Merge the Community HousingWorks Parcel with Adjacent City Property.

Location:

The approximately 2.8-acre property is located north of Oak Street, south of Pine Street, west of Pacific Street, and east of Railroad Avenue. The property consists of three legal parcels owned by the City of Rocklin, assigned five Assessor’s Parcel Numbers (APNs): 010-121-001, - 002, -004, -005, and 010-040-039. A fourth legal parcel, depicted on Figure 1 as Parcel 4, and as APN 010-121-006, is owned by Community HousingWorks (CHW).

Background:

In September 2019, the City purchased approximately 1.8 acres located between Oak and Pine Streets and Railroad Avenue and Pacific Street from the Successor Agency using the City’s Low- and Moderate -Income Housing Asset Fund. On September 28, 2021, the Cit y Council adopted a resolution declaring these parcels, as well as the intersecting alley between the parcels, as surplus property.
602
Community Housing Works (CHW) is working with the City of Rocklin (City) on processing an application to develop the Pacific Street Apartments project (Project). The Project is a 110-unit affordable multifamily community. The Project proposes a mix of one, two, and three-bedroom units in four (4) three-story apartment buildings, as well as a two-story leasing and amenity building, arranged around the site.

Vacation of Alley
To facilitate development of the property, vacation of a 20-foot-wide area previously identified for construction of an alley is requested for incorporation into the Project, as shown in Figure 1.

This approximately 400-foot-long portion of City right-of-way is located in the middle of the Project site between Oak Street and Pine Street.

Figure 1. Vacation of Alley
The alley’s location has been depicted on local maps for over 130 years. It was originally labeled as Alley D on the Map of the Town of Rocklin, filed with the Placer County Recorder’s Office on 603
August 9, 1893. However, due to the area’s final design, the alley was never fully constructed and is no longer needed.

Legal Process for Summary Alley Vacation
In order to vacate the alley, the City must follow the street vacation process set forth in state law, specifically in the Streets and Highways Code (§8300, et. seq.). “Street” for the purposes of vacation procedures includes “alleys” (§8308). Depending on the circumstances surrounding the vacation, the City must either follow the regular vacation procedures or a summary vacation procedure. The summary vacation procedure is faster and easier than the regular procedure, as it does not require noticing or a public hearing, and may be completed by the City Council upon approval of a resolution of vacation, which must be recorded. The street is vacated as of the date of the recordation of the resolution of vacation (§§8335, 8336).

A City may summarily vacate a street when the street has been impassable for vehicular travel for five consecutive years or more and no public money has been expended for maintenance on the street during such period (§8331). Further, the summary vacation may not terminate a public service easement that is in use (§8330).

Before the City Council may vacate a street, per Government Code §65402, the proposed vacation must be reviewed by the City’s Planning Commission, and the Planning Commission must make a finding that the vacation is consistent with the City’s General Plan. On January 21, 2025, consistent with Government Code 65402(a), the Planning Commission of the City of Rocklin voted 5-0 to adopt Resolution No. PC-2025-03 to make General Plan Consistency Findings for vacating or abandoning a street (Attachment 1).

The proposed alley vacation may be vacated under the summary vacation procedure because it has never been used for vehicular travel (and not in the past consecutive five years), no public funds have ever been spent on maintenance and the City is reserving a public utility easement, so current public utilities will not lose easement rights. Since the Planning Commission approved a Resolution making a General Plan consistency finding for the proposed vacation, upon the City Council’s approval of the attached Resolution of Vacation, and the recording of the same in the office of the Placer County Recorder, the alley will be vacated and the City would relinquish all rights to utilize this portion of property as future right-of-way.

Creation of Parcel 1 and Parcel 2
The Project also requires approval of the execution and recordation of Grant Deeds to create Parcel 1 and Parcel 2, as shown in Figure 2, within City of Rocklin property to facilitate the development of the Project for financing purposes.
604
Figure 2. Parcel 1 and Parcel 2
Future Merger
If the Pacific Street Apartments project is approved, it is anticipated that APN 010-121-006 (Parcel 4), currently owned by CHW, would be transferred to the City and the property would be merged into three parcels, as shown in Figure 3.

To facilitate this process, the project includes a resolution authorizing the City Manager to accept and record the Grant Deed for CHW’s Parcel 4 when they transfer the property to the City, and also to execute and record a grant deed on behalf of the City to merge the CHW parcel with City’s Parcel 2 to enable the construction of CHW’s project, without having to bring the project back to City Council.
605
Figure 3. Ultimate Parcel Layout
Fiscal Impact:

There is no fiscal impact associated with these requests, as the processing costs of the documents and public notices are covered by the applicant, CHW.

Further, the project would facilitate a collaborative effort between CHW and the City of Rocklin to develop a fully affordable housing project, in compliance with the State of California's mandates. Vacation of the alley will help to facilitate this development. 606
RESOLUTION NO. PC-2025-03

RESOLUTION OF THE PLANNING COMMISSION OF THE CITY OF ROCKLIN

MAKING FINDINGS AND FURNISHING A REPORT UNDER GOVERNMENT CODE SECTION 65402(a)

(General Plan Consistency Findings for Vacating or Abandoning a Street)

WHEREAS, the City of Rocklin finds and determines that the approximately 8,000 square foot piece of property previously identified for use of an alley between Oak Street and Pine Street, shown on Exhibit A, attached hereto and by this reference incorporated herein, is no longer needed as street right -of-way due to the pending construction of the Pacific Street Apartments Project (Project), a 110- unit multifamily community on Assessor’s Parcel Numbers (APNs) 010- 121-001, -002, -004, -005, -006, and 010-040- 039; and

WHEREAS, this finding and report of general plan consistency are based on evaluation of relevant General Plan goals and policies addressing multifamily projects and site design; and

WHEREAS, the City has determined that the full extent of the alley location is no longer required for the purposes for which it was obtained; and

WHEREAS, this site is unduly constrained by the alley location and the property owner and project applicant desire to develop the site for multifamily residential use consistent with its General Plan land use designation and to help the City to meet its Regional Housing Needs Allocation (RHNA) requirements mandated by the State of California; and

WHEREAS, Government Code Section 65402(a) requires the Planning Commission to render a report as to conformity with the City of Rocklin adopted General Plan or part thereof within forty (40) days after the matter was submitted to it, or such longer periods of time as may be designated by the legislative body, before a fee interest or easement for a street (including an alley) may be abandoned.

NOW, THEREFORE, the Planning Commission of the City of Rocklin does resolve as follows:

Section 1. The Planning Commission of the City of Rocklin finds, determines, and reports that:

A. The abandonment of an approximately 8,000 square foot piece of property previously identified for use of an alley between Oak Street and Pine Street, shown on Exhibit A, for development of a future multifamily residential project will allow it to be improved with a development consistent with the City’s goal 607

Page 2 ends

Rocklin City CouncilFebruary 25, 2025

Rocklin City Council
February 25, 2025