Sacramento City Council
November 29, 2022

City of Sacramento
City Council - 5PM Report
915 I Street Sacramento, CA 95814
www.cityofsacramento.org
File ID: 2022-01885 11/29/2022 Consent Item 09.

Citywide Contract: Wide Format Plotters from Buckmaster Office Solutions File ID: 2022-01885
Location: Citywide
Recommendation: Pass a Motion authorizing the City Manager or the City Manager’s designee to execute a contract with Buckmaster Office Solutions for the lease of Wide Format Plotters, in an amount not-to-exceed $175,000 for the term of the contract which expires January 25, 2026 or 30 days after the 48-month lease term for each individual plotter, whichever is later.

Contact: Gary O’Neill, Contract and Compliance Specialist, (916) 808-7432, [email protected]; Dayana Reyes Zanaska, Procurement Manager, (916) 808-5524, [email protected]; Department of Finance Presenter: None.

Attachments:
1-Description/Analysis
2-Executive Summary for Wide Format Plotters
3-Contract PRC002057
Description/Analysis
Issue Detail: The City has a fleet of about a dozen Wide Format Plotters (“plotters”) used by various City departments to print architectural drawings and schematics. There has not previously been a Citywide agreement for this equipment; plotters have been obtained from various vendors. Nine machines are currently being rented from Buckmaster Office Solutions. The units were obtained through a cooperative contract offered by Omnia Partners, number 4400003732. This cooperative contract expired on June 30, 2022.

Policy Considerations: The recommendations in this report are in accordance with the provisions of Section 3.56 of the Sacramento City Code regarding contracts for the purchase of supplies.

File ID: 2022-01885 11/29/2022 Consent Item 09.

Economic Impacts: None.

Environmental Considerations:

California Environmental Quality Act (CEQA): This report concerns administrative activities and governmental fiscal activities that do not constitute a “project” as defined by the CEQA Guidelines Sections 15378(b)(2) and 15378(b)(4) and are not subject to the provisions of CEQA (CEQA Guidelines Section 15060(c)(3)).

Sustainability: The Contractor shall comply with the City’s Sustainable Procurement Policy which is the City’s standard for all sustainable practices.

Commission/Committee Action: None.

Rationale for Recommendation: Buckmaster Office Solutions is offering the City two models of wide format plotters through a University of California (UC) contract offered through cooperative purchasing agency Omnia Partners. The UC contract is number 2021002788. It was awarded last year through a competitive solicitation, UC RFP #00811-FEB2020. By issuing a City contract, Buckmaster Office Solutions can offer pricing below that of the cooperative purchasing agency.

Financial Considerations: Funding for this contract is included in FY2022/23 operating budgets and/or capital improvement program budgets of the departments acquiring this equipment. Funding for subsequent years is subject to Council approval.

Local Business Enterprise (LBE): Buckmaster Office Solutions is an LBE.

Background: Attachment 2 is an Executive Summary of the reason to award the contract to Buckmaster Office Solutions and the anticipated cost savings...End

Procurement Services Division
PH: 916-808-6240
915 I Street, 2nd Floor
Sacramento, CA 95814-2604
Attachment 2

EXECUTIVE SUMMARY

PRC002057 Citywide Contract for Wide Format Plotters

The City has a fleet of about a dozen Wide Format Plotters (“plotters”) used by various City departments to print architectural drawings and schematics. There has not previously been a Citywide agreement for this equipment; plotters have been obtained from various vendors. Nine machines are currently being rented from Buckmaster Office Solutions. The units were obtained through a cooperative contract offered by Omnia Partners, number 4400003732. This cooperative contract expired on June 30, 2022.

Buckmaster is offering the City two models of wide format plotters through a University of California contract offered through Omnia Partners. The UC contract is number 2021002788. It was awarded last year through a competitive solicitation, UC RFP #00811-FEB2020.

Rational for recommending City issue a contract to Buckmaster:

Buckmaster offers the City better pricing than the Omnia Cooperative contract. This will save the City money during the 48-month lease period for the plotters. A table comparing the monthly rates, and the savings per plotter over a 48-month lease period, is below:

MODEL CITY PRICE CO-OP PRICE TOTAL SAVINGS
Ricoh MPW6700 $228.00/month $340.43/month $5,396.64
Ricoh MPCW2201 $188.00/month $224.59/month $1,756.32

Procurement compared these rates to a plotter that was recently obtained by a City department from another vendor. The payment terms were $19,000 down and $142.50 per month over a 60-month period. This is a total cost of $27,550. This is about twice what a comparable unit would have cost through Buckmaster. Leasing through Buckmaster allows the City take advantage of lower rates and to upgrade equipment at the end of the term. Buckmaster is a local company that has contracted with the City for many years for copiers and similar equipment. Its technicians know the location of the plotters and can be onsite in a matter of hours if there is a service issue.

To take advantage of these price rates, Procurement will seek approval from the City Council to issue a Citywide agreement to Buckmaster Office Solutions for Wide Format Plotters. Contract number PRC002057 will have an NTE of $175,000. The City contract will expire on January 25, 2026, which is the date that the UC / Omnia contract will expire. -- Gary O’Neill, Contract and Compliance Specialist
Form Approved by City Attorney 9-1-2020 Page 1
CONTRACT #: PRC002057
CONTRACT NAME: Wide Format Plotters (Citywide Agreement) CONTRACT PROJECT #: 06001521-1001-455021
SOURCING EVENT #: University of California RFP 00811-FEB2020 COOPERATIVE CONTRACT #: University of California Purchasing Agreement 2021002788 (Omnia Partners cooperative contract)
DEPARTMENT: Finance
DIVISION: Procurement

CITY OF SACRAMENTO

NONPROFESSIONAL SERVICES AGREEMENT
THIS CONTRACTis made at Sacramento, California, by and between theCITY OF SACRAMENTO, a charter city and municipal corporation (“CITY”), and
Buckmaster Office Solutions
1801 Tribute Road
Sacramento, CA 95815-4301
Phone: 916-923-0500 / E-mail: [email protected] (“Contractor”), as of the Effective Date, as defined below.

The City and Contractor agree as follows:

1. Effective Date. This Contract shall be effective beginning the date it is fully executed by the duly authorized parties.

2. Contract Documents. This Contract includes each of the following documents, which are attached or incorporated by this reference (referred to collectively as the “Contract Documents”):

Invitation to Bid, Request for Qualifications, or Request for Proposals, and any Addenda Exhibit A – Scope of Work
Exhibit B – Payment
Exhibit C – Insurance
Exhibit D – General Conditions
Purchase Orders
If there is a conflict between the terms and conditions of any document prepared or provided by the Contractor and made a part of this Contract and the other terms or conditions of the Contract, the other terms and conditions of the Contract control.

3. Services. Subject to the terms and conditions set forth in this Contract, Contractor shall provide to City the non-professional services described in Exhibit A (“Services”).

Contractor will not be compensated for non-professional services outside the scope of Exhibit A (“Additional Services”) unless, before providing Additional Services: (a) Contractor notifies City Attachment 3
Form Approvedby CityAttorney 9-1-2020Page2
and City agrees that the Additional 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 Contract specifying the Additional Services and the amount of additional compensation to be paid Contractor. City will have no obligations whatsoever under this Contract or any Supplemental Contract, unless and until this Contract or any Supplemental Contract is approved by the City as required by the Sacramento City Code. As used in this Contract, the term “Services” includes both Services and Additional Services as applicable. 4.Payment.City shall pay Contractor at the times and in the manner set forth in Exhibit B. Contractor shall submit all invoices to City in the manner specified in Exhibit B. 5.Facilities and Equipment.Except as set forth below, Contractor shall, at its sole cost and expense, furnish all facilities and equipment required for Contractor to perform this Contract. City shall furnish to Contractor only the facilities and equipment listed below, if any. None. 6. Insurance. Contractor shall, at its sole cost and expense, maintain the insurance coverage described in the attached Exhibit C. 7.General Conditions.Contractor shall comply with the terms and conditions set forth in the attached Exhibit D. 8.Non-Discrimination in Employee Benefits. This Contract may be subject to Sacramento City Code chapter 3.54, Non- Discrimination in Employee Benefits by City Contractors. A summary of the requirements, entitled "Requirements of the Non-Discrimination in Employee Benefits Code (Equal Benefits Ordinance),” can be viewed at: https://www.cityofsacramento.org/Finance/Procurement/Contract-Ordinances. Contractor acknowledges and represents that Contractor has read and understands the requirements and shall fully comply with all applicable requirements of Sacramento City Code chapter 3.54. If requested by City, Contractor shall promptly provide any documents and information required by City to verify Contractor's compliance. Contractor's violation of Sacramento City Code chapter 3.54 constitutes a material breach of this Contract, for which the City may terminate the Contract and pursue all available legal and equitable remedies. 9. Living Wage. This Contract may be subject to Sacramento City Code chapter 3.58, Living Wage. A summary of the requirements, entitled "Living Wage Requirements", can be viewed at: https://www.cityofsacramento.org/Finance/Procurement/Contract-Ordinances. The Living Wage Ordinance is applicable to certain contracts with the City in an amount of $250,000 or more (either initial value or total value after amendment) or if the total value of all Contractor's contracts with the City is $250,000 or more over a 12-month period. Contractor acknowledges and represents that Contractor has read and understands the requirements and shall fully comply with all applicable requirements of Sacramento City Code Form Approvedby CityAttorney 9-1-2020Page3
chapter 3.58. If requested by City, Contractor shall promptly provide any documents and information required by City to verify Contractor's compliance.Contractor shall require applicable subcontractors to fully comply with all applicable requirements of Sacramento City Code chapter 3.58 and include these requirements in all subcontracts covered by Sacramento City Code chapter 3.58. Contractor's violation of Sacramento City Code chapter 3.58 constitutes a material breach of this Contract, for which the City may terminate the Contract and pursue all available legal and equitable remedies.In addition, for Services that constitute "Public Works" under California Labor Code Section 1720 et seq., if both prevailing wage and living wage requirements apply, Contractor shall pay the higher of the two rates.10.Considering Criminal Conviction Information in the Employment Application Process. This Contract may be subject to the requirements of Sacramento City Code chapter 3.62, Procedures for Considering Criminal Conviction Information in the Employment Application Process. A summary of the requirements, entitled “Ban-The-Box Requirements,” can be viewed at: https://www.cityofsacramento.org/Finance/Procurement/Contract-Ordinances. The Ban-The-Box Requirements are applicable to certain contracts with the City in an amount of $250,000 or more (either initial value or total value after amendment) or if the total value of all Contractor's contracts with the City is $250,000 or more over a 12-month period. Contractor acknowledges and represents that Contractor has read and understands these requirements and shall fully comply with all applicable requirements of Sacramento City Code chapter 3.62. If requested by City, Contractor shall promptly provide any documents and information required by City to verify Contractor's compliance. Contractor shall require applicable subcontractors to fully comply with all applicable requirements of Sacramento City Code chapter 3.62 and include these requirements in all subcontracts covered by Sacramento City Code chapter 3.62. Contractor's violation of Sacramento City Code chapter 3.62 constitutes a material breach of this Contract, for which the City may terminate the Contract and pursue all available legal and equitable remedies. 11. Local Business Enterprise Program. The Local Business Enterprise Program Participation Requirements ("LBE Participation Requirements") are applicable to this Contract. A summary of the requirements, entitled "LBE Participation Requirements," can be viewed at: https://www.cityofsacramento.org/Finance/Procurement/Contract-Ordinances. Contractor acknowledges and represents that Contractor has read and understands these requirements and shall fully comply with all applicable requirements of Sacramento City Code chapter 3.60. If requested by City, Contractor shall promptly provide any documents and information required by City to verify Contractor's compliance. Contractor shall require applicable subcontractors to fully comply with all applicable requirements of Sacramento City Code chapter 3.60 and include these requirements in all subcontracts covered by Sacramento City Code chapter 3.60.

Form Approvedby CityAttorney 9-1-2020Page4
Contractor's violation of Sacramento City Code chapter 3.60 constitutes a material breach of this Contract, for which the City may terminate the Contract and pursue all available legal and equitable remedies.12.Authority.The person signing this Contract for Contractor represents and warrants that he or she has read, understands, and agrees to all the Contract terms and is fully authorized to sign this Contract on behalf of the Contractor and to bind the Contractor to the performance of the Contract’s obligations. [Signatures Page Following Exhibits] Form Approvedby CityAttorney 9-1-2020Exhibit A -Page1
EXHIBIT A SCOPE OF SERVICES 1. Representatives.The CITY Representative for this Agreement is:Gary O’Neill, Contracts and Compliance Specialist Procurement Division, City of Sacramento 915 I Street, 2ndFloorSacramento, CA 95814-2614 Phone: 916-808-7432 / E-mail: [email protected] The CONTRACTOR Representative for this Agreement is: Mark Champas, President Buckmaster Office Solutions 1801 Tribute Road Sacramento, CA 95815-4301 Phone: 916-923-0500 #210 / E-mail: [email protected] Unless otherwise provided in this Contract, all Contractor questions and correspondence pertaining to this Contract must be addressed to the City Representative. All City questions and correspondence must be addressed to the Contractor Representative.2. Scope of Services.Contractor shall provide Services to City as set forth in Attachment 1 to this Exhibit A. 3. Time of Performance. The Services described in this Contract shall be provided through January 25, 2026 or shall be for the entire 48-month rental period of the equipment + 30 days, whichever is later.Contractor shall provide the Services in accordance with any schedule in Attachment 1 to this Exhibit A. Contractor shall immediately notify the City if Contractor is unable to perform Services in compliance with this Contract.

ATTACHMENT 1 TO EXHIBIT A – SCOPE OF WORK
Attachment 1 to Exhibit A - Page 1 of 8

1. General1.1 Description of the Scope of Services: Contractor shall lease to City, Wide Format Plotters (“plotters”) with copy, print, scan, and optional fax functionality, along with related products and support, in a cost effective and efficient manner, accompanied by high standards of quality and service, aligned with City’s needs as further detailed herein. 1.2 Participating Locations: Contractor shall make all terms of the Agreement available to all current and future locations of the City. 2. Program Requirements2.1 Program Manager: Contractor shall assign a Program Manager who will have the overall account management responsibility. The Program Manager is not an employee or agent of City, but is instead, solely and employee of Contractor. The Program Manager’s actions are imputed to Contractor. 2.2 Program Administration: Contractor shall provide the necessary staff, infrastructure, and other resources at a level sufficient to ensure efficient, effective, and continually improving fulfillment of its obligations under this Agreement, and as further detailed in the RFP and Contractor’s Response, including, but not limited to: 2.2.1 All support to be available no less than Monday – Friday, 8:00am-5:00pm (Pacific). 2.2.2 To ensure customer service satisfaction, Contractor is required to call customer 3 days after equipment installation and training. Customer shall be defined as a designated user for that location as stated on a Purchase Order. 2.2.3 Coordinate all the order/installation process, inquiries regarding order status, and pricing concerns. 2.2.4 Regular business review meetings (no less than annually) between Contractor’s manager and City representatives as needed. 2.2.5 A designated contact for billing/invoicing questions and issues. 2.2.6 Ensure that all Contractor support staff are oriented and trained on Contractor’s transaction systems and other infrastructure and processes at a level sufficient to meet the City’s needs and comply with Contractor’s obligations under the Agreement. 2.3 Contractor shall establish, test, and maintain a Disaster Recovery/Business Continuity Plan, and deploy other systems and processes as necessary, to ensure efficient and timely fulfillment of its obligations under this Agreement in the event of a disaster or other service interrupting event. 2.4 Service Standards: During the term of this Agreement and any extension(s) of the Term, Contractor will provide the following minimum service standards: 2.4.1 Uptime per plotter – 96% 2.4.2 Response time per plotter – 4 hours within one business hour acknowledging call back from technician or dispatch – starting from time of call placement, measured as a quarterly average. 2.4.3 Repair time – Average of 2 hours 2.4.4 Delivery-equipment – 15 business days from Contractor receipt of order 2.4.5 Delivery-replacement parts – within 2 business days from Contractor receipt of order 2.4.6 Delivery – Supplies – within 2 business days from Contractor’s receipt of the order 2.4.7 Installation – Within 2 business days of delivery ATTACHMENT 1 TO EXHIBIT A – SCOPE OF WORK
Attachment 1 to Exhibit A - Page 2 of 8

2.4.8 Setup – Within 4 business hours of delivery 2.4.9 Return customer calls – within 1 hour 2.4.10 Resolve billing issues – within 10 days 2.5 During the term of this Agreement and any extension(s) of such term, Contractor shall provide after-hours services based on the following service standards: 2.5.1 Response time – Average 4 hours 2.5.2 Repair time – Average 2 hours 2.6 Service Warranty: Contractor warrants that services will be performed in a good workmanlike manner in accordance with the applicable service description. Contractor will service during the warranty as well as during the Service Contract through its own Service Organization. It is understood and agreed by City that Contractor retains exclusive ownership and control of any proprietary software diagnostics utilized in servicing the Products. 2.7 The minimum quality of service standards set forth above recognize that occasional errors are likely, however, the Contractor further agrees to use best efforts to achieve 100% of service level. Should the service levels fall below the minimum standards, and the Contractor does not take corrective action within thirty (30) days following City written notification; the City reserves the right to terminate the Agreement immediately. 2.8 Delivery and Installation: 2.8.1 Contractor shall provider delivery and installation of devices, including fulfillment process from City Purchase Order submission to delivery, all at no separate or additional charge to City. 2.8.2 Contractors’ dedicated account representative must coordinate all the delivery, installation, and training processes with designated representative(s) at each City Location. 2.8.3 Contractor will provide a written acknowledgment of equipment delivery and installation. 2.9 Training: At the request of City, Contractor shall provide training to City authorized personnel sufficient to enable the proficient and productive use of Contractor’s devices, systems and processes including, but not limited to: • Initial Training (following installation) • Follow-up training • On-going training (existing and new users) 2.9.1 Training to be provided by Contractor at City Locations at mutually agreed upon dates and times, at no charge to City. 2.10 Sustainability: Contractors shall comply with the City Sustainable Policy which is the City’s standard for all sustainable practices including, but not limited to: 2.10.1 Post-Consumer Waste (PCW) Paper: All devices shall be able to use recycled content paper up to and including 100% Post-Consumer Waste (PCW) paper with high reliability, if the paper in use meets standard paper categories (e.g., copy, laser, or multi-purpose paper). a. Full duplexing using up to and including 100% PCW paper shall be guaranteed by the manufacturer to reliably accomplish 100% duplexing. Recycled paper PCW content cannot be faulted by the Contractor’s service personnel for equipment malfunctions. b. Should a condition arise in which paper is suspect in underperformance in a significant number of devices using the same paper or same paper batch numbers, further testing may be coordinated by a City designated official with Contractor to test and determine the appropriate resolution.

ATTACHMENT 1 TO EXHIBIT A – SCOPE OF WORK
Attachment 1 to Exhibit A - Page 3 of 8

2.10.2 Environmentally Responsible Packaging: Contractor agrees to use good faith efforts to utilize minimal packaging, environmentally responsible packaging, recycling practices, and packaging take back for reuse, to minimize the adverse effects of packaging on the environment. 2.10.3 Provide a process by which devices can be taken back by the Contractor at the end of their useful life for remanufacturing, refurbishing, or recycling of parts. 2.10.4 Empty toner cartridges will be held by the site for pick up by Contractor’s technical person at the time of the next service. 2.11 Accessibility: 2.11.1 Products will be accessible to people with disabilities and comply with California Building Code 2016 for "forward reach” (11B-308.2) and for “side reach” (11B-308.3). 2.11.2 Optical Character Recognition (OCR) will be available on all scanners at no additional cost to the City. 2.11.3 On devices with scanning functionality, the installer or repair person will ensure that a one-page instructional flyer is posted at the device that (a) explains why OCR is critical to make PDFs accessible to people with disabilities, (b) instructs the user how to easily turn the OCR capability on/off, (c) provides information about the impact of the OCR process on file size or other document properties, emailing, uploading, and other functionality, and (d) advises that all floor-standing devices should have sufficient clearance for wheelchair access. 2.12 Technical Support: Contractor must provide the following technical support to the City 2.12.1 Initial installation and configuration of plotter hardware and software for network connectivity and full functionality of the plotter to City locations and their IT resources, as needed and/or requested. 2.12.2 Onsite equipment electrical and mechanical troubleshooting and repairs. 2.12.3 Dedicated technical support staff with a working knowledge of all aspects of network functionality across all platforms including, but not limited to: a. Hardware installation (network cards, cabling, etc.) b. Lightweight Directory Access Protocol “LDAP” c. Network administration (equipment, software installation/configuration, printer driver installation/configuration/characteristics and security settings as needed and requested.) d. Advice and assistance with user-settable options in display menus and submenus e. Support for plotter issues with respect to 3rd party vendor software and hardware. f. Full maintenance service, including repair parts, software and firmware updates and labor. 2.12.4 Contractor’s employees that will be physically present at City locations (i.e., delivering copiers, providing service) must conform to the following: a. Wear proper uniform b. Carry badges with picture ID c. Bonded, or appropriately equivalent Crime Insurance coverage d. Successfully passed background security checks. 2.17.5 Contractor must provide the following quantity of service technicians who are fully trained and factory-certified to repair Contractor’s equipment.

ATTACHMENT 1 TO EXHIBIT A – SCOPE OF WORK
Attachment 1 to Exhibit A - Page 4 of 8

3. Pricing of Existing or Future Equipment 3.1 During the term of the Agreement, Contractor may add or delete contract devices introduced or removed from the market by the Contractor, provided the added device falls within the scope of the respective category. In such instance, Contractor shall update its dedicated contract websites and published catalogs and lists to reflect this change. New devices must be adequately described, and the associated price list must be updated to reflect the new devices prices. Pricing must utilize the same pricing structure as was used for other devices falling into the same product category. The pricing structure will be dictated by the purchase price determined from the discount from Manufacturer Suggested Retail Price (MSRP) and other specified discounts listed in this RFP. Lease pricing will be dictated by the quoted leasing rates applied to the purchase price. Such additions and deletions must be approved by the City contract administrator or their designee. 3.2 Contractor agrees to extend the pricing terms for maintenance services and supplies included in this Agreement to Contractor’s current population of Products placed at City prior to the execution of this Agreement for models that are identical to the models in the bid. If the current pricing for maintenance services and supplies is less compared to the pricing listed in Exhibits 1 and 2, the current pricing shall not change. 4. Reporting 4.1 Contractor must provide electronic reports (in Microsoft Excel) or any other requested format to designated City contacts providing a wide range of information, at both the system-wide and individual City Location level, related to the Agreement including, but not limited to: 4.1.1 Quarterly Report Population of Wide Format Plotter and other equipment including but not limited to the following data: a. City location b. City department and division c. City purchase order number d. Name, phone, and email for department placing the purchase order e. Equipment serial number f. Name and Model of product(s) and/or service(s) Purchased g. Quantity purchased h. Price paid, per unit and total i. Method of acquisition (lease, purchase, etc.) j. Sustainable product purchases in approved by the City to satisfy SB 1383 reporting requirements 4.1.2 Annual Reports: a. Response time b. Repair time c. Uptime d. Total service calls e. Delivery time f. Installation time g. Open leases, remaining terms, etc. 4.1.3 Other reports as reasonably requested by the City.

ATTACHMENT 1 TO EXHIBIT A – SCOPE OF WORK
Attachment 1 to Exhibit A - Page 5 of 8

4.2 Contractor shall make a commercially reasonable effort to provide reports within five (5) business days. 5. Maintenance Service5.1 Contractor agrees to provide to City, during Contractor’s normal business hours, the maintenance service necessary to keep equipment in, or restore the equipment to, good working order in accordance with Contractor’s policies then in effect. This maintenance service includes maintenance based upon the specific needs of individual equipment, as determined by Contractor, and unscheduled, on-call remedial maintenance. 5.2 Maintenance will include lubrication, adjustments, and replacement of maintenance parts deemed necessary by Contractor. Maintenance parts will be furnished on an exchange basis, and the replaced parts become the property of Contractor. Maintenance services provided under this Agreement does not assure uninterrupted operation of the Product. 5.3 Contractor must coordinate all service calls through Contractor’s centralized dispatch desk. All calls must be logged into a service system with a minimum of the following information: 5.3.1 All relevant customer information, location, phone number(s), contact name, caller name 5.3.2 A unique repair ticket number 5.3.3 Time of call placement from the customer 5.3.4 The customer’s reported equipment malfunction or issue 5.3.5 The equipment id number, model, and serial number 5.3.6 The equipment status operational status: operational, substandard, or inoperative 5.3.7 Dispatched agent name or id number, dispatched time, location, caller, make, model, serial #, and problem 5.4 Contractor must further log the following information upon call completion: 5.4.1 Service technician’s report of actual problem and troubleshooting &repair actions conducted 5.4.2 Arrival time, End time, Total Repair time, service copies made, final call status i.e.: completed. - closed, open, pending, escalated. 5.4.3 Meter readings upon service completion (i.e., print, scan, color, b/w) 5.5 Repair Parts And Supplies: 5.6.1 Contractor must carry in stock all common parts for no greater than next-day access byContractor’s service personnel. 5.6.2 Contractor must produce or make parts and supplies available for no less than five (5) years after a model has been discontinued. 5.6.3 Contractor must provide all City Locations with the same discount for parts and supplies for the devices covered under this Agreement. 5.6 Lemon Clause: After the 90-day warranty period and until 48 months from the date of installation, except due to operator error, for any device that fails to operate in accordance with the manufacturer's published performance specifications three times in any four week period and/or is subject to recurring related problems, Contractor shall replace that device with a new Wide Format Plotter that meets the requirements of the same lot as the original equipment model, at no cost to the City. This will take precedence over any other warranty or service maintenance clauses associated with this contract. For purchased devices, customers must maintain an uninterrupted maintenance agreement, cost per copy, or lease agreement including parts and supplies with the contract vendor for the Lemon Clause to apply past the initial 90-day warranty period.

ATTACHMENT 1 TO EXHIBIT A – SCOPE OF WORK
Attachment 1 to Exhibit A - Page 6 of 8

6. Data Security 6.1 For all Wide Format Plotters, Contractors must: 6.1.1 Disclose all default accounts, access methods, and passwords on the device at delivery. 6.1.2 Certify that log-in credentials are not communicated in clear text by default, though clear text may be an option if ciphertext is available as an option. 6.1.3 Deliver plotters with the latest, fully patched software, firmware, or other Original Equipment Manufacturer (OEM) software as provided for device functionality. 6.1.4 Notify all City Locations of all known and reported vulnerabilities, and of planned updates or mitigations to software provided for device functionality. 6.1.5 Disclose and describe shared accounts or service accounts that Contractor technicians may or will use, and the security procedures planned by Contractor. 6.2 All devices must: 6.2.1 Provide secure login for administrator access (including username and password). Upon setup and configuration, all default device or interface passwords must be changed and communicated to the designated contacts(s). 6.2.2 Provide IP and MAC address filtering to limit users’ access to the device via the web interface; and, 6.2.3 Provide on/off (switchable) provisions for other types of access, including but not limited to telnet, rsh, SNMP, FTP, IPSec, SSL/TLS, etc. Contractors must list all on/off provisions for all types of access in their response. 6.3 All Wide Format Plotters that are equipped with hard drives must: 6.3.1 Possess an “always on” security feature that overwrites the sector(s) of the hard drive used for processing copy, print, or scan data using at least 3 passes, preventing the data from remaining on the hard drive of Wide Format Plotter after the copy, print, or scan job is finished. 6.3.2 Provide at least 128-bit AES encryption (or equivalent) as part of the storage process for any information held on the hard drive for long-term storage. 6.3.3 Provide secure login for administrator access (including username and password), allowing administrators to set access levels for users who perform tasks on the device (e.g., managing address books (fax or scan addresses), or printing print, or copy/scan logs). Upon setup and configuration, all default device or interface passwords must be changed and communicated to the designated contacts(s). 6.4 Provide on/off (switchable) control of read/write access to the device from portable media (e.g., SD cards, USB drives, etc.); and be able to have their hard drives removed by a Contractor technician and surrendered to City at the end of a lease, or at any time, for any reason, at no additional cost to City. 7. Technology Requirements: Contractors’ devices must have the technological capability to fulfill specific requirements of the City including, but not limited to the following required device technologies: 7.1 100baseT or greater Ethernet connectivity 7.2 Connectivity to Contractor's plotters by devices using the following operating systems, including universal and device specific PPDs. Include the expected timeframe for release of PPDs after operating system upgrades:

ATTACHMENT 1 TO EXHIBIT A – SCOPE OF WORK
Attachment 1 to Exhibit A - Page 7 of 8

7.2.1 Windows (requirement is from Windows 10.0 and higher; Contractors to specify versions) 7.2.2 Macintosh (Contractors to specify versions; requirement is from OSX 10.13 and higher) 7.2.3 IOS (Contractors to specify versions; requirement is from iOS 11.0 and higher) 7.2.4 Android (Contractors to specify versions; requirement is from Android OS 8.0 and higher) 7.3 Connectivity to Contractor’s Wide Format Plotters by following communications protocols: 7.3.1 POP, IMAP 7.3.2 IPv4/IPv6/IPsec 7.3.3 LDAPv3 or higher 7.3.4 Kerberos – must include Kerberos for Windows and Macintosh Operating Systems listed in 2a-2b above 7.3.5 LPR/LPD/IPP 7.3.6 Bonjour 7.3.7 SMTP 7.3.8 SNMP v1 – v3 including authentication protocols 7.3.9 TCP port 9100 direct printing (bidirectional) 7.3.10 SSL/TLS 7.4 Printing to Contractor’s Wide Format Plotters using the following printing protocols/output types: 7.4.1 PostScript Level 3 7.4.2 PCL 6e 7.4.3 PDF 7.5 Effective and successful installation and set-up of Contractor’s Wide Format Plotters on City network. 7.6 Effective and successful installation and set-up of connectivity software (including, but not limited to, PPDs) to Contractor's plotters on customer computers as requested by the City Location. 7.7 All Proposers' devices must be able to interface with existing third-party access control and management systems at City locations (Equitrac, ITC, Pharos, PaperCut, PCounter, or comparable), with the following requirements to achieve reliable and accurate transactions and transactional reporting: 7.7.1 Embedded software and/or external hardware to enable use of the third- party system; device-specific interface cables for external hardware must be provided and installed by Contractor at no cost to CIty; 7.7.2 Network connectivity across a hard-wired and/or a wireless network; 7.7.3 Ability to use USB proximity and/or magnetic stripe card readers for user authentication and access to the third-party system. 8. Product Acquisition8.1 Lease Option: Contractors agrees to offer to City the required plotters listed herein, and associated products and services based on the following Full Market Value (FMV) for 48 months. 8.1.1 In conjunction with leased Wide Format Plotters, Contractor must offer a CPC rate for service and supplies. 8.1.2 Contractor must offer a service and supply component. 8.2 Product Certification: Contractor certifies and warrants that all products sold to City under the Agreement: 8.2.1 Shall be new and genuine, except short term rentals or temporary replacements.

ATTACHMENT 1 TO EXHIBIT A – SCOPE OF WORK
Attachment 1 to Exhibit A - Page 8 of 8

8.2.2 Shall be provided to City in the manufacturer's original packaging unless otherwise requested by City. 8.6.3 Shall be manufactured and sold or distributed to the Contractor for retail sale in the United States. 8.6.4 Shall be sold to the Contractor from legal and reputable channels, which are understood to be the manufacturer or authorized representatives of the manufacturer. 8.6.5 Shall not be altered or misbranded within the meaning of the Federal and State laws applicable to such products.

Form Approvedby CityAttorney 9-1-2020Exhibit B-Page1
EXHIBIT B PAYMENT1. Contractor’s Compensation. The total of all fees paid to the Contractor for the provision of Services as set forth in Exhibit A, including any authorized reimbursable expenses, shall not exceed the total sum of $175,000. The payments specified in this Exhibit B shall be the only payments made to Contractor unless the City approves a Supplemental Contract.2. Pricing.Contractor shall be paid as set forth in Exhibit A or Attachment 1 to this Exhibit B and any applicable special provisions included in the request for bids or proposals. If there is a conflict between Exhibit A or Exhibit B and the Special Provisions, Exhibit A or Exhibit B controls. 3. Contractor’s Reimbursable Expenses. “Reimbursable Expenses” are limited to actual expenditures of Contractor for expenses that are necessary for the proper satisfaction of the Contract and are only payable if specifically authorized in advance in writing by the City. 4. Miscellaneous Charges. No additional charges will be allowed unless specified in the Contract, including charges for transportation, fuel, containers, packing, or disposal. 5. Payments to Contractor. Contractor is responsible for supplying all documentation necessary to verify invoices to the City’s satisfaction.A. Payment terms are NET 30 days, unless the Contractor offers a prompt payment discount that was accepted by the City or as otherwise stated in this Contract. Any prompt payment discounts will be computed from the date of acceptance by the City, or from the date an invoice is received, whichever occurs later.B. Invoices must be submitted to either of the addresses specified below. (1) Email. Submit email invoices and any attachments to: [email protected] (2) Postal Mail. If emailing is not an option, mail to: A/P Processing Center City of Sacramento 915 I Street, Floor 4 Sacramento, CA 95814-2608 C. All invoices submitted by CONTRACTOR must contain the following information:(1) Job/Project Name(2) CITY’s current Purchase Order Number (3) Contractor’s Invoice Number(4) Date of Invoice Issuance(5) Work Order Number (if applicable) (6) CITY representative identified on the Purchase Order(7) Contractor’s remit address Form Approvedby CityAttorney 9-1-2020Exhibit B-Page2
(8) Itemized description of items billed under Invoice(9) Itemized description of all authorized Reimbursable Expenses(10) Itemized description of all applicable taxes (sales, use, excise, etc.)(11) Amount of Invoice (itemize all authorized Reimbursable Expenses) (12) Total Billed to Date under Contract (if applicable) D. Items must be separated into Goods, Services, and Reimbursable Expenses. All applicable sales, use, excise, or similar taxes, including federal excise tax, must be itemized separately on the invoice. Invoices that do not conform to the format outlined above will be returned to Contractor for correction. City is not responsible for delays in payment to Contractor resulting from Contractor’s failure to comply with the invoice format described above. E. For Goods only, a bill of lading number and weight of shipment will be shown for shipments on the Government Bill of Lading. F. Unless otherwise specified in this Contract, partial payments will not be made by the City and payment will not be due until the completion of the Goods order. No payment precludes the City’s right to inspect. Requests for payment status should be addressed to the City Representative for this Contract. 6. Additional Services. Additional Services shall be provided only when a Supplemental Contract authorizing the Additional Services is approved in writing by the City in accordance with the City’s contract amendment procedures. The City reserves the right to perform any Additional Services with its own staff or to retain other contractors to perform the Additional Services.7. Accounting Records of Contractor. During performance of this Contract and for a period of three years after completion of performance, Contractor shall maintain all accounting and financial records related to this Contract, in accordance with generally accepted accounting practices, including records of Contractor’s costs for performance under this Contract and records of Contractor’s Reimbursable Expenses. Contractor shall keep and make records available for inspection and audit by representatives of the City upon reasonable written notice. 8. Tax Payments.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 the 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. 9. Public Works Requirements. [Not applicable] ATTACHMENT 1 TO EXHIBIT B -PAYMENTBased on a 48-month lease period. Black & White RICOH® MP W6700SP Wide Format Digital Imaging SystemPrice is $228 per month. Maintenance - $.06 per linear foot. Includes toner cost. Toner Type 1160W. Color RICOH® MP CW2201SP Wide Format Digital Imaging System Price is $188 per month. Maintenance - $37.70 per month, plus University of California Purchasing Agreement 2021002788 contract ink cost.The City is leasing the equipment directly from the Contractor; there is no third-party leasing agency. The monthly lease payment is taxable. The maintenance and supplies portion of the invoice is taxable at 35% of the total for service and supplies.

Form Approvedby CityAttorney 9-1-2020Exhibit C-Page1
EXHIBIT C INSURANCE1. Insurance Requirements. During the entire term of this Contract, Contractor shall maintain the insurance coverage described in the Insurance Terms below. Full compensation for all premiums that Contractor is required to pay for the insurance coverage described herein shall be included in the compensation specified under this Contract. No additional compensation will be provided for Contractor's insurance premiums. Any available insurance proceeds in excess of the specified minimum limits and coverages shall be available to the City.Contractor's liability to the City is not in any way limited to or affected by the amount of insurance coverage required or carried by the Contractor in connection with this Contract.2. General Liability Minimum Scope and Limits of Insurance Coverage. Commercial General Liability Insurance is required providing coverage at least as broad as ISO CGL Form 00 01 on an occurrence basis for bodily injury, including death, of one or more persons, property damage, and personal injury, arising out of activities performed by or on behalf of the Contractor and subcontractors, products and completed operations of Contractor and subcontractors, and premises owned, leased, or used by Contractor and subcontractors, with limits of not less than one million dollars ($1,000,000) per occurrence. The policy shall provide contractual liability and products and completed operations coverage for the term of the policy. The City, its officials, employees and volunteers shall be covered by policy terms or endorsement as additional insureds as respects general liability arising out of: activities performed by or on behalf of Contractor and subcontractors; products and completed operations of Contractor and subcontractors; and premises owned, leased, or used by Contractor and subcontractors. 3. Automobile Liability Minimum Scope and Limits of Insurance Coverage. (Check the applicable provision.)_X_ Automobile Liability Insurance is required providing coverage at least as broad as ISO Form CA 00 01 for bodily injury, including death, of one or more persons, property damage and personal injury, with limits of not less than one million dollars ($1,000,000) per occurrence. The policy shall provide coverage for owned, non-owned and/or hired autos as appropriate to the operations of the Contractor. The City, its officials, employees and volunteers shall be covered by policy terms or endorsement as additional insureds as respects auto liability.No automobile liability insurance is required, and by signing this Contract, Contractor certifies as follows: “Contractor certifies that a motor vehicle will not be used in the performance of any work or services under this agreement. If, however, Contractor does transport items under this Contract, or this Contract is amended to require any employees of Contractor to use a Form Approvedby CityAttorney 9-1-2020Exhibit C-Page2
vehicle to perform services under the Contract, Contractor understands that it must maintain and provide evidence of Automobile Liability Insurance providing coverage at least as broad as ISO Form CA 00 01 for bodily injury, including death, of one or more persons, property damage and personal injury, with limits of not less than one million dollars ($1,000,000) per occurrence. The policy shall provide coverage for owned, non- owned and/or hired autos as appropriate to the operations of the Contractor.” 4. Excess Insurance. The minimum limits of insurance required above may be satisfied by a combination of primary and umbrella or excess insurance coverage, provided that any umbrella or excess insurance contains, or is endorsed to contain, a provision that it will apply on a primary basis for the benefit of the City, and any insurance or self-insurance maintained by City, its officials, employees, or volunteers will be in excess of Contractor's umbrella or excess coverage and will not contribute to it. 5. Workers’ Compensation Minimum Scope and Limits of Insurance Coverage. (Check the applicable provision.) _X_ Workers’ Compensation Insurance is required with statutory limits and Employers' Liability Insurance with limits of not less than one million dollars ($1,000,000). The Workers' Compensation policy shall include a waiver of subrogation in favor of the City. No work or services will be performed on or at CITY facilities or CITY Property, therefore a Workers’ Compensation waiver of subrogation in favor of the CITY is not required. No Workers’ Compensation insurance is required, and by signing this Contract, Contractor certifies as follows: “Contractor certifies that its business has no employees, and that it does not employ anyone, and is therefore exempt from the legal requirements to provide Workers' Compensation insurance. If, however, Contractor hires any employee during the term of this Contract, Contractor understands that Workers’ Compensation with statutory limits and Employer’s Liability Insurance with a limit of not less than one million dollars ($1,000,000) is required. The Workers’ Compensation policy will include a waiver of subrogation in favor of the City.”6. Other Insurance Provisions.The policies must contain, or be endorsed to contain, the following provisions: A. Contractor's insurance coverage, including excess insurance, shall be primary insurance as respects the City, its officials, employees and volunteers. Any insurance or self-insurance maintained by the City, its officials, employees or volunteers will be in excess of Contractor's insurance and will not contribute with it. B. Any failure to comply with reporting provisions of the policies will not affect coverage provided to the City, its officials, employees or volunteers. C. Coverage shall state that Contractor's insurance applies separately to each insured Form Approvedby CityAttorney 9-1-2020Exhibit C-Page3
against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability.D. Contractor shall provide the City with 30 days written notice of cancellation or material change in the policy language or terms.7. Acceptability of Insurance. Insurance must be placed with insurers with a Bests' rating of not less than A:VI. Self-insured retentions, policy terms or other variations that do not comply with the requirements of this Exhibit C must be declared to and approved by the City in writing before execution of this Contract. 8. Verification of Coverage. A. Contractor shall furnish City with certificates and required endorsements evidencing the insurance required. Certificates of insurance must be signed by an authorized representative of the insurance carrier. Copies of policies shall be delivered to the City Representative on demand.B. Contractor shall send all insurance certificates and endorsements, including policy renewals, during the term of this Contract directly to: City of Sacramento c/o Exigis LLC PO Box 947 Murrieta, CA 92564 C. Certificate Holder must be listed as:City of Sacramento c/o Exigis LLC PO Box 947 Murrieta, CA 92564D. The City may withdraw its offer of Contract or cancel this Contract if the certificates of insurance and endorsements required have not been provided before execution of this Contract. The City may withhold payments to Contractor and/or cancel the Contract if the insurance is canceled or Contractor otherwise ceases to be insured as required herein. 9. Subcontractor Insurance Coverage. Contractor shall require and verify that all subcontractors maintain insurance coverage that meets the minimum scope and limits of insurance coverage specified in this Exhibit C.

Form Approvedby CityAttorney 9-1-2020ExhibitD - Page 1
EXHIBIT D GENERAL CONDITIONS1. Independent Contractor. A. It is understood and agreed that Contractor (including Contractor’s employees) is an independent contractor and that no relationship of employer-employee exists between the parties hereto for any purpose whatsoever. Neither Contractor nor Contractor’s assigned personnel will be entitled to any benefits payable to CITY employees. CITY is not required to make any deductions or withholdings from the compensation payable to Contractor under the provisions of this Contract, and Contractor will be issued a Form 1099 for its services hereunder. As an independent contractor, Contractor hereby agrees to indemnify and hold CITY harmless from any and all claims that may be made against CITY based upon any contention by any of Contractor’s employees or by any third party, including any state or federal agency, that an employer-employee relationship or a substitute therefor exists for any purpose whatsoever by reason of this Contract or by reason of the nature and/or performance under this Contract. B. It is further understood and agreed by the parties that Contractor, in the performance of its obligations, is subject to the City’s control and direction as to the designation of tasks to be performed and the results to be accomplished under this Contract, but not as to the means, methods, or sequence used by Contractor for accomplishing the results. To the extent that Contractor obtains permission to, and does, use CITY facilities, space, equipment or support services in the performance of this Contract, this use will be at the Contractor’s sole discretion based on the Contractor’s determination that the use will promote Contractor’s efficiency and effectiveness. Except as may be specifically provided elsewhere in this Contract, the CITY does not require that Contractor use CITY facilities, equipment or support services or work in CITY locations in the performance of this Contract. As used in this Contract, "sole discretion" or "sole judgment" means that the party authorized to exercise its discretion or judgment may do so based on an unfettered assessment of its own interests, without considering how its decision affects the other party, and unconstrained by the implied covenant of good faith and fair dealing. C. If, in the performance of this Contract, any third persons are employed by Contractor, such persons will be entirely and exclusively under the direction, supervision, and control of Contractor. Except as otherwise provided in this Contract, all terms of employment, including hours, wages, working conditions, discipline, hiring, and discharging, or any other terms of employment or requirements of law, shall be determined by Contractor. It is further understood and agreed that Contractor will issue W-2 or 1099 Forms for income and employment tax purposes for all Contractor’s assigned personnel and subcontractors. D. The provisions of this section will survive any expiration or termination of this Contract. Nothing in this Contract creates an exclusive relationship between CITY and Contractor. Contractor may represent, perform services for, or be employed by any additional persons or companies so long as Contractor does not violate the provisions of Section 5, below.

Form Approvedby CityAttorney 9-1-2020ExhibitD - Page 2

2. Licenses; Permits, Etc. Contractor represents and warrants that Contractor has, and shall maintain at all times during the term of this Contract at its sole cost and expense, all licenses, permits, qualifications, and approvals of any nature that are legally required for Contractor to practice its profession or fulfill the terms of this Contract, including a City Business Operations Tax Certificate and any required certification issued by the California Secretary of State.3. Time.Time is off the essence in the performance of this Contract. Contractor shall devote the necessary time and effort to its performance under this Contract. Neither party will be considered in default of this Contract, to the extent that party’s performance is prevented or delayed by any cause, present or future, that is beyond the reasonable control of that party.4. Contractor Not Agent. Except as City may specify in writing, Contractor and Contractor’s personnel have no authority, express or implied, to act on behalf of City in any capacity whatsoever as an agent. Contractor and Contractor’s personnel shall have no authority, express or implied, to bind City to any obligations whatsoever.5. Conflicts of Interest. Contractor covenants that neither it, nor any officer or principal of its firm, has or will acquire any interest, directly or indirectly, that would conflict in any manner with the City’s interests or that would in any way hinder Contractor’s performance under this Contract. Contractor further covenants that in the performance of this Contract, no person having any such interest will be employed by it as an officer, employee, agent or subcontractor, without the City’s written consent. Contractor agrees to avoid conflicts of interest or the appearance of any conflicts of interest with the City’s interests during the performance of this Contract. If Contractor is or employs a former officer or employee of the City, Contractor and any former City officer or employee shall comply with the provisions of Sacramento City Code Section 2.16.090 pertaining to appearances before the City Council or any City department, board, commission, or committee. 6. Hazardous Substances. "Hazardous Substances" means any substance, material, waste, or other pollutant or contaminant that is or becomes designated, classified, or regulated as hazardous or toxic under any law, regulation, rule, order, decree, or other governmental requirement now in effect or later enacted. If Contractor is shipping Hazardous Substances, Contractor must supply a Safety Data Sheet ("SDS") with the first shipment of Hazardous Substances to each City location receiving the Hazardous Substances. If the content of an SDS is revised, Contractor must provide a revised SDS to each City location receiving Hazardous Substances.7. Confidentiality of City Information.During performance of this Contract, Contractor may gain access to and use City information regarding inventions, machinery, products, prices, apparatus, costs, discounts, future plans, business affairs, governmental affairs, processes, trade secrets, technical matters, systems, facilities, customer lists, product design, copyright, data, and other vital information (hereafter collectively referred to as “City Information”) that are valuable, special and unique assets of the City. Contractor agrees to protect all City Information and treat it as strictly confidential, and further agrees that Contractor shall not at any time, either directly or indirectly, divulge, disclose or Form Approvedby CityAttorney 9-1-2020ExhibitD - Page 3
communicate in any manner any City Information to any third party without the City’s prior written consent.In addition, Contractor must comply with all City policies governing the use of the CITY network and technology systems, as set forth in applicable provisions of the City of Sacramento Administrative Policy Instructions # 30. A violation by Contractor of this section is a material violation of this Contract and shall justify legal and equitable relief.8. Contractor Information. A. City shall have full ownership and control, including ownership of any copyrights, of all information prepared, produced, or provided by Contractor under this Contract. In this Contract, the term “information” means and includes: any and all work product, submittals, reports, plans, specifications, and other deliverables consisting of documents, writings, handwritings, typewriting, printing, photostatting, photographing, computer models, and any other computerized data and every other means of recording any form of information, communications, or representation, including letters, works, pictures, drawings, sounds, or symbols, or any combination thereof. Contractor shall not be responsible for any unauthorized modification or use of such information for other than its intended purpose by City. B. Contractor shall fully defend, indemnify and hold harmless City, its officers and employees, and each of them, from and against any and all claims, actions, lawsuits or other proceedings alleging that all or any part of the information prepared, produced, or provided by Contractor under this Contract infringes upon any third party’s trademark, trade name, copyright, patent or other intellectual property rights. City shall make reasonable efforts to notify Contractor not later than ten days after City is served with any such claim, action, lawsuit or other proceeding. However, City’s failure to provide notice within the ten-day period does not relieve Contractor of its obligations hereunder, which survive any termination or expiration of this Contract. C. All proprietary and other information received from Contractor by City, whether received in connection with Contractor’s proposal to City or in connection with Contractor’s performance, will be disclosed upon receipt of a request for disclosure, in accordance with the California Public Records Act; provided, however, that, if any information is set apart and clearly marked “trade secret” when it is provided to City, City shall give notice to Contractor of any request for the disclosure of such information. The Contractor will then have five days from the date it receives notice to petition the court for a protective order to prevent the disclosure of the information. The Contractor shall have sole responsibility for defense of the actual “trade secret” designation of such information. D. The parties understand and agree that any failure by Contractor to respond to the notice provided by City and seek a protective order, in accordance with the provisions of subsection C, above, constitutes a complete waiver by Contractor of any rights regarding the information designated “trade secret” by Contractor, and the information will be disclosed by City in accordance with the Public Records Act.

Form Approvedby CityAttorney 9-1-2020ExhibitD - Page 4

9. Notification of Material Changes in Business. Contractor agrees that if it experiences any material changes in its business, including a reorganization, refinancing, restructuring, leveraged buyout, bankruptcy, name change, or loss of key personnel, it will immediately notify the City of the changes. Contractor also agrees to immediately notify the City of any condition that may jeopardize the scheduled delivery or fulfillment of Contractor's obligations to the City under this Contract. 10. Standard of Performance. Contractor shall perform in the manner and according to the standards currently observed by a competent practitioner of Contractor’s profession in California and in compliance with all requirements of this Contract. All products that Contractor delivers to City under this Contract must be prepared in a professional manner and conform to the standards of quality normally observed by a person currently practicing in Contractor’s profession. Contractor shall assign only competent personnel to perform on its behalf under this Contract. Contractor must notify the City in writing of any changes in Contractor’s staff assigned to perform under this Contract, before any performance by the new staff member. If the City, in its sole discretion, determines that any person assigned by the Contractor to perform under this Contract is not performing in accordance with the standards required herein, City shall provide notice to Contractor. Contractor shall immediately remove the assigned person upon receipt of the notice. 11. Performance or Different Terms and Conditions. The City's subsequent performance will not be construed as either acceptance of additional or different terms and conditions or a counteroffer by the Contractor, nor will the City's subsequent performance be viewed as acceptance of any provision of the Uniform Commercial Code, as adopted by any State, that is contrary to the terms and conditions contained herein. Contractor's performance shall conform to the applicable requirements of the Sacramento City Charter, Sacramento City Code, and all applicable State and Federal laws, and all the requirements of this Contract. The California Commercial Code will apply except as otherwise provided in the Contract. 12. Emergency/Declared Disaster Requirements. If an emergency is declared by the City Manager, or if any portion of the City is declared a disaster area by the county, state or federal government, this Contract may be subjected to increased usage. The Contractor shall serve the City during a declared emergency or disaster, subject to the same terms and conditions that apply during non- emergency / non-disaster conditions. The pricing set forth in this Contract will apply, without mark-up, regardless of the circumstances. If the Contractor is unable to fulfill the terms of the Contract because of a disruption in its chain of supply or service, then the Contractor shall provide proof of the disruption. Acceptable forms of proof will include a letter or notice from the Contractor's source stating the reason for the disruption13. Term; Suspension; Termination. A. This Contract is effective on the Effective Date and continues in effect until both parties have fully performed their respective obligations under this Contract, unless sooner terminated as provided herein.B. City shall have the right at any time to suspend Contractor’s performance hereunder, in whole or in part, by giving a written notice of suspension to Contractor. Upon receipt of Form Approvedby CityAttorney 9-1-2020ExhibitD - Page 5
such notice, Contractor shall immediately suspend its activities under this Contract, asspecified in the notice.C. The City shall have the right to terminate this Contract at any time by giving a written notice of termination to Contractor. Upon receipt of such notice, Contractor shall immediately cease performance under this Contract as specified in the notice. If the City terminates this Contract:(1) Contractor shall, not later than five days after receipt of the notice, deliver all information prepared under this Contract to the City. (2) The City shall pay Contractor the reasonable value of Goods or Services provided by Contractor before termination; provided, however, City shall not in any manner be liable for lost profits that might have been made by Contractor had the Contractnot been terminated or had Contractor completed performance required by this Contract. Contractor shall furnish to the City any financial information requestedby the City to determine the reasonable value of the Goods or Services providedby Contractor. The foregoing is cumulative and does not affect any right or remedy that City may have in law or equity. 14. Default by Contractor.In case of default by the Contractor, the City reserves the right to procure the Goods or Services from other sources and deduct from any monies due, or that may thereafter become due to the Contractor, the difference between the price named in this Contract and the actual cost to the City to procure from an alternate source. Prices paid by the City will be considered the prevailing market price at the time such purchase is made.15. Guarantee and Warranty. Contractor assumes design responsibility and warrants the articles to be free from design defect and suitable for the purposes intended by City. If it is determined by the City that the Goods and Services do not meet the minimum requirements of this Contract, the Contractor shall correct the same at Contractor's sole expense. A. The Contractor agrees that the Goods and Services furnished under this Contract will be covered by the industry standard or better warranty. B. Contractor further warrants that the Goods and Services furnished under this Contract will be covered by the most favorable commercial warranties the Contractor gives to any customer for the Goods and Services and that the rights and remedies provided herein are in addition to and do not limit any rights afforded to the City at law or equity, or by any other clause of this Contract.C. Any additional warranties provided by law, including the warranty of merchantability and warranty of fitness for a particular purpose will remain in full force and effect and inure to the City's benefit. City reserves all rights and remedies provided by law for breach of any applicable warranty related to the Goods and Services. D. City's inspections, approval, acceptance, or payment for all or part of any Goods and Form Approvedby CityAttorney 9-1-2020ExhibitD - Page 6
Services will in no way affect City's warranty rights.16. Indemnity. A. Indemnity: Contractor shall defend, hold harmless, and indemnify City, its officers, and employees, and each and every one of them, from and against all actions, damages, costs, liabilities, claims, demands, losses, judgments, penalties, and expenses of every type and description, whether arising on or off the site of the work or services performed under this Contract, including any fees and costs reasonably incurred by City’s staff attorneys or outside attorneys and any fees and expenses incurred in enforcing this provision (hereafter collectively referred to as “Liabilities”), including Liabilities for personal injury or death, damage to personal, real, or intellectual property, damage to the environment, contractual or other economic damages, or regulatory penalties, arising out of or in any way connected with performance of or failure to perform this Contract by Contractor, any subcontractor (including lower-tier subcontractors) or agent of Contractor, their respective officers and employees, and anyone else for whose acts of omissions any of them may be liable, whether or not the Liabilities (i) are caused in part by a party indemnified hereunder, or (ii) are litigated, settled, or reduced to judgment; provided that the foregoing indemnity does not apply to liability for damages for death or bodily injury to persons, injury to property, or other loss, damage, or expense, to the extent arising from the active negligence or willful misconduct of, or defects in design furnished by, City, its agents, servants, or independent contractors who are directly responsible to City, except when such agents, servants, or independent contractors are under the supervision and control of Contractor or any subcontractor (including lower-tier subcontractors) or agent of Contractor. B. Insurance Policies; Intellectual Property Claims: The existence or acceptance by City of any of the insurance policies or coverages described in this Contract will not affect or limit any of City’s rights under this Section, nor will the limits of any insurance limit the liability of Contractor hereunder. This Section will not apply to any intellectual property claims, actions, lawsuits or other proceedings subject to the provisions of section 8.B., above.C. Survival. The provisions of this section will survive any expiration or termination of this Contract.17. Funding Availability. A. This Contract is subject to the budget and fiscal provisions of the Charter and the Sacramento City Code.B. The City’s payment obligation under this Contract will not exceed the amount of funds appropriated and approved for this Contract by the Sacramento City Council.C. This Section shall govern over any other contrary provision of the Contract. 18. Equal Employment Opportunity. During the performance of this Contract, Contractor, for itself, Form Approvedby CityAttorney 9-1-2020ExhibitD - Page 7
its assignees and successors in interest, agrees as follows:A. Compliance With Regulations: Contractor shall comply with all state, local, and federal anti-discrimination laws and regulations, including the Executive Order 11246 entitled “Equal Opportunity in Federal Employment,” as amended by Executive Order 11375, 12086, and 13672, and as supplemented in Department of Labor regulations (41 CFR Chapter 60), referred to collectively as the “Regulations.”B. Nondiscrimination: Contractor, with regards to the work performed by it after award and before completion of the work under this Contract, shall not discriminate on the ground of race, color, religion, sex, national origin, age, marital status, physical handicap or sexual orientation in selection and retention of subcontractors, including procurement of materials and leases of equipment. Contractor shall not participate either directly or indirectly in discrimination prohibited by the Regulations. C. Solicitations for Subcontractors, Including Procurement of Materials and Equipment: In all solicitations either by competitive bidding or negotiations made by Contractor for work to be performed under any subcontract, including all procurement of materials or equipment, each potential subcontractor or supplier shall be notified by Contractor of Contractor’s obligation under this Contract and the Regulations relative to nondiscrimination on the ground of race, color, religion, sex, national origin, age, marital status, physical handicap or sexual orientation. D. Information and Reports: Contractor shall provide all information and reports required by the Regulations, or by any orders or instructions issued pursuant thereto, and shall permit access to its books, records, accounts, other sources of information and its facilities as may be determined by the City to be pertinent to ascertain compliance with the Regulations, orders and instructions. Where any information required of Contractor is in the exclusive possession of another who fails or refuses to furnish this information, Contractor shall so certify to the City, and shall set forth what efforts it has made to obtain the information.E. Sanctions for Noncompliance: In the event of noncompliance by Contractor with the nondiscrimination provisions of this Contract, the City shall impose any sanctions it determines are appropriate including:(1) Withholding of payments to Contractor under this Contract until Contractor complies; (2) Cancellation, termination, or suspension of this Contract, in whole or in part. F. Incorporation of Provisions: Contractor shall include the provisions of subsections A through E, above, in every subcontract, including procurement of materials and leases of equipment, unless exempted by the Regulations, or by any order or instructions issued pursuant thereto. The City may direct Contractor to take specific actions to enforce these provisions, including sanctions for noncompliance; provided, however, that if Contractor becomes involved in, or is threatened with, litigation with a subcontractor or supplier as a result of such direction, Contractor may request that the City join such litigation to protect the City’s interests.

Form Approvedby CityAttorney 9-1-2020ExhibitD - Page 8

19. Entire Agreement.This Contract, including all Exhibits and documents referenced herein, contains the entire agreement between the parties and supersedes whatever oral or written understanding they may have had before the execution of this Contract. No alteration to the terms of this Contract shall be valid unless approved in writing by Contractor, and by City, in accordance with applicable provisions of the Sacramento City Code.20. Modification of Contract.The Contractor shall take no direction from any City employee that changes the executed terms and conditions of the Contract, including Exhibit A, or any change that impacts the cost, price, or schedule, before receiving a written, signed modification to the Contract. 21. Severability.If a court with jurisdiction rules that any portion of this Contract or its application to any person or circumstance is invalid or unenforceable, the remainder of this Contract will not be affected thereby and will remain valid and enforceable as written, to the greatest extent permitted by law.22. Waiver.Neither the City’s acceptance of, or payment for, any Goods or Services, nor any waiver by either party of any default, breach or condition precedent, will be construed as a waiver of any provision of this Contract, nor as a waiver of any other default, breach or condition precedent or any other right hereunder. No waiver will be effective unless it is in writing and signed by the waiving party.23. Governing Law. This Contract shall be governed, construed and enforced in accordance with the laws of the State of California, except that the rule of interpretation in California Civil Code section 1654 will not apply. Venue of any litigation arising out of this Contract will lie exclusively in the state trial court or Federal District Court located in Sacramento County in the State of California, and the parties consent to jurisdiction over their persons and over the subject matter of any such litigation in such courts, and consent to service of process issued by such courts. 24. Assignment Prohibited. The expertise and experience of Contractor are material considerations for this Contract. City has a strong interest in the qualifications and capability of the persons and entities that will fulfill the obligations imposed on Contractor under this Agreement. In recognition of this interest, Contractor shall not assign any right or obligation pursuant to this Contract without the written consent of the City. Any attempted or purported assignment without City’s written consent shall be void and of no effect.25. Binding Effect. This Contract is binding on the heirs, executors, administrators, successors and assigns of the parties, subject to the provisions of Section 24, above. 26. Compliance with Laws. The Contractor shall be responsible for strict compliance with all applicable laws, regulations, court orders and other legal requirements applicable to the work to be accomplished under the Contract, including the California Occupational Safety and Health Act and all applicable safety orders issued by the Division of Occupational Safety and Health, Department of Industrial Relations, State of California, and all applicable requirements of Underwriters Laboratories and the Federal Communication Commission.

Form Approvedby CityAttorney 9-1-2020ExhibitD - Page 9

27. Debarment CertificationA. Pursuant to 2 CFR, Part 200, and applicable Executive Orders, the City is restricted in its ability to contract with certain parties that are debarred, suspended, or otherwise excluded or ineligible for participating in Federal assistance programs or activities. By signing this Agreement, CONTRACTOR warrants and certifies under penalty of perjury under the laws of the State of California that Contractor, including any owner, partner, director, officer, or principal of the CONTRACTOR, or any person in a position with management responsibility or responsibility for the administration of federal funds: (1) Is not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from covered transactions by any federal or state department/agency; (2) Has not within a three-year period preceding this certification been convicted of or had a civil judgment rendered against it for: commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public transaction or contract (federal, state, or local); violation of federal or state antitrust statutes; or commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, receiving stolen property, or other criminal felony; (3) Is not presently indicted for or otherwise criminally or civilly charged by a governmental entity (federal, state, or local) with commission of any of the offenses enumerated in paragraph (b) above; or (4) Has not, within a three-year period preceding this certification, had one or more public contracts (federal, state, or local) or transactions terminated for cause or default. (5) Has not been notified, within a three-year period preceding this certification, been notified of any delinquent Federal taxes in an amount that exceeds $3,500 for which the liability remains unsatisfied. Federal taxes are considered delinquent if the tax liability has been finally determined and the taxpayer is delinquent in making payment, as defined in Section 52.209-5 of the Federal Acquisition Regulations. B. CONTRACTOR further warrants and certifies that it shall not knowingly enter into any transaction with any subcontractor, material supplier, or vendor who is debarred, suspended, declared ineligible, or voluntarily excluded from covered transactions by any federal or state department/agency. Any exceptions to the warranties and certifications in this Section must be disclosed to the City.C. Exceptions will not necessarily result in denial of recommendation for award, but will be considered in determining Contractor’s responsibility. Disclosures must indicate to whom exceptions apply, the initiating agency, and dates of action.D. City will review the Federal Government’s System for Award Management Exclusions maintained by the General Services Administration for eligibility, prior to the execution of this Agreement. The CONTRACTOR shall provide immediate written notice to the City if, at any time prior to execution, the CONTRACTOR learns this certification is erroneous or has become erroneous by reason of changed circumstances. If it is later determined that the Contractor’s warranties and certification in this Section were erroneous, the City may terminate this Agreement for default.