Agenda packet, regular meeting — San Mateo City Council, February 21, 2023 (part 1 of 2)

CITY OF SAN MATEO
City Council Regular Meeting
February 21, 2023
7:00 PM
City Hall Council Chamber
Entrance is on O’Farrell Street

COUNCIL MEMBERS
Amourence Lee, Mayor
Lisa Diaz Nash, Deputy Mayor
Rich Hedges
Adam Loraine
Rob Newsom Jr.

AGENDA
THIS MEETING CAN BE ATTENDED IN PERSON OR REMOTE BY JOINING ZOOM – SEE CODES BELOW.

PUBLIC COMMENTS WILL BE ACCEPTED BOTH IN PERSON AND REMOTEL Y.

SEE END OF AGENDA FOR OPTIONS AND INSTRUCTIONS ON HOW TO PARTICIPATE IN THE MEETING.

To join via Zoom – click here:

February 21, 2023
To join via telephone: (408) 638-0968
Webinar ID: 871 8152 0354 Passcode: 838730
The City Council meeting will conclude by 11:00 p.m. unless otherwise extended by council vote.

Any unheard items will automatically move forward to the next regular meeting.

Council Member Rich Hedges will teleconference into this meeting from:
2405 Kalanianaole Avenue – PH-11 Hilo, Hawaii 96720

CALL TO ORDER
Pledge of Allegiance
Roll Call

CEREMONIAL

1. Black History Month – Proclamation

2. HIP Housing (Human Investment Project, Inc.) – Calendar Presentation

CONSENT CALENDAR
All matters listed under the Consent Calendar are considered by the Council to be routine and will be enacted by one motion without discussion. If discussion is desired, that item may be removed and considered separately.

3. City Council Meeting Minutes - Approval
Approve the minutes of the City Council special and regular meeting of February 6, 2023 and special meeting of February 11, 2023.

CEQA: This minutes approval is not a project subject to CEQA, because it is an organizational or administrative activity that will not result in direct or indirect physical changes in the environment. (CEQA Guidelines Section 15378(b)(5).)

4. Fiesta Meadows Park Restroom Remodel – Contract
Adopt a Resolution to approve an alternative purchasing procedure to award a construction contract to Newton Construction & Management, Inc. to remodel the public restrooms at Fiesta Meadows Park in the amount of $198,780.47; establish a contingency reserve in the amount of $30,000; and authorize the Public Works Director

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to execute the contract in substantially the form presented and issue change orders within the contingency amount.

CEQA: This project is categorically exempt from CEQA as an “existing facility,” because it consists of the operation, repair, maintenance, permitting, leasing, licensing, or minor alteration of existing public or private structures, facilities, mechanical equipment, or topographical features, involving negligible or no expansion of use. (CEQA Guidelines Section 15301.)

5. Poplar at Golf Course Trash Capture Project – Agreement Approve an agreement with GSW Construction, Inc. for the Poplar at Golf Course Trash Capture Project in the amount of $519,938; establish a contingency reserve in the amount of $52,000; and authorize the Public Works Director to execute the agreement in substantially the form presented and issue change orders within the amount of the contingency reserve.

CEQA: On March 21, 2022, the City Council adopted a mitigated negative declaration finding that the Project will not result in a significant effect on the environment. (CEQA Guidelines Section 15074.)

6. US 101/State Route 92 Interchange and Multimodal Improvements Project – Letter of Support Authorize the Mayor to sign a letter of support on behalf of the City of San Mateo to Secretary of Transportation Pete Buttigieg for the San Mateo County Transportation Authority's requests for grant funding.

CEQA: This action is not a project subject to CEQA, because it is an organizational or administrative activity that will not result in direct or indirect physical changes in the environment. (CEQA Guidelines Section 15378(b)(5).)

7. General Plan Update – Supplemental Budget Appropriation and Contract Amendment Adopt a Resolution to appropriate $79,340 from the Advance Planning Fund to the General Plan Update project; approve Amendment No. 4 to the agreement with PlaceWorks Inc. for the General Plan Update to modify the scope of work and increase the contract amount by $79,340 for a total not to exceed of $2,617,410 for the purpose of completing a Climate Action Plan Technical Update for General Plan consistency; and authorize the City Manager to execute the amendment in substantially the form presented.

CEQA: This amendment is not a project subject to CEQA, because it is an organizational or administrative activity that will not result in direct or indirect physical changes in the environment. (CEQA Guidelines Section 15378(b) (5).)

8. 360 1st Avenue – Second Lease Amendment
Approve the second amendment for the lease at 360 1st Avenue in the Main Street Garage with A+ Mailboxes & More to allow additional rent concessions due to water damage and authorize the City Manager to execute the amendment in substantially the form presented.

CEQA: This amendment is not a project subject to CEQA, because it is a government fiscal activity which does not involve any commitment to any specific project which may result in a potentially significant physical impact on the environment. (CEQA Guidelines Section 15378(b)(4).)

9. Borel Park – Deed Restriction
Adopt a Resolution to approve and authorize recordation of a deed restriction, satisfying the Land Water Conservation Fund grant application requirements enabling the City to receive $673,000 towards reimbursement for construction costs for the creation of Borel Park, and authorize the Mayor to sign the deed restriction in substantially the form presented.

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CEQA: This deed restriction is not a project subject to CEQA because it is an organizational or administrative activity that will not result in direct or indirect physical changes in the environment. (CEQA Guidelines Section 15378(b)(5).))

10. Personal Computer Replacements – Purchase
Adopt a Resolution to approve an alternative purchasing procedure and approve a Master Purchasing Agreement with Lenovo Inc. for the purchase of personal computers in an amount not-to-exceed $231,632.78; establish a contingency reserve in the amount of $34,744.92, for a total amount of $266,377.70; and authorize the Director of Information Technology to execute the agreement in substantially the form presented.

CEQA: This Council action is exempt from CEQA, because it can be seen with certainty that there is no possibility the purchase of personal replacement computers may have a significant effect on the environment. (CEQA Guidelines Section 15061(b)(3).)

11. Fiscal Year 2021-22 Single Audit – Acceptance
Accept the Single Audit for the fiscal year ended June 30, 2022.

CEQA: This single audit report is not a project subject to CEQA, because it is a government fiscal activity which does not involve any commitment to any specific project which may result in a potentially significant physical impact on the environment. (CEQA Guidelines Section 15378(b)(4).)

12. 1654 S. Grant St. Unit #2 – Property Owner Appeal of Permanent Relocation Benefits Adopt a Statement of Decision denying the appeal and upholding the notice to reimburse the City for permanent relocation benefits to a tenant who resides at 1654 S. Grant Street, Unit #2.

CEQA: This item is not a project subject to CEQA, because it is an organizational or administrative activity that will not result in direct or indirect physical changes in the environment. (CEQA Guidelines Section 15378(b)(5).)

PUBLIC COMMENT
Members of the public wishing to comment on any item not appearing on the agenda may address the City Council at this time. State law prevents Council from taking action on any matter not on the agenda; your comments may be referred to staff for follow up.

Public comment is limited to a total of 15 minutes; however, an opportunity for additional public comment may be provided later in the agenda.

OLD BUSINESS

13. Youth Commissioners to the Park and Recreation Commission – Ordinance Introduction Introduce an ordinance to amend San Mateo Municipal Code Chapter 2.27 “Park and Recreation Commission” to provide for Council appointment of two non-voting youth advisory members.

CEQA: This ordinance introduction is not a project subject to CEQA, because it is an organizational or administrative activity that will not result in direct or indirect physical changes in the environment. (CEQA Guidelines Section 15378(b)(5).)

14. Winter Storm Flood Relief Fund – Appropriation and Agreement Adopt a Resolution to appropriate $150,000 from the General Fund's unassigned fund balance to the City Manager's Office operating budget to fund the City's contribution to a winter storm flood disaster relief fund; to authorize the waiver of related permitting fees; and authorize the City Manager to enter into an agreement with Samaritan House to review relief request applications and distribute funding in substantially the form presented.

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CEQA: This resolution and agreement is not a project subject to CEQA, because it is an organizational or administrative activity that will not result in direct or indirect physical changes in the environment. (CEQA Guidelines Section 15378(b)(5).)

NEW BUSINESS

15. City Manager, City Attorney, Department Head and Deputy Director Compensation Plan – Amendment Adopt a Resolution to amend the Compensation Plan to include salary increases for department heads and deputy directors and add the Executive Leave benefit to accrue forty-eight (48) hours per year of executive leave for department heads, effective March 5, 2023.

CEQA: This action is not a project subject to CEQA, because it is a government fiscal activity which does not involve any commitment to any specific project which may result in a potentially significant physical impact on the environment. (CEQA Guidelines Section 15378(b)(4).)

REPORTS AND ANNOUNCEMENTS
City Manager, City Attorney and Council Members report on their various assignments and liaison roles and Council requests for scheduling future items.

ADJOURNMENT
----------------------------------------------------------------------------------------------------------------------------- AGENDAS:

Agendas and material are posted on the City’s website on the Friday preceding each Council Meeting and can be viewed on the City's website at
www.cityofsanmateo.org
. Any supplemental material distributed to the Council after the posting of the agenda will be made part of the official record.

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Prior to the Meeting
Send comments to:
[email protected]
until 4 p.m. the day of the meeting.

During the meeting
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Click the link at the top of the agenda and you’ll be added to the meeting. All attendees are muted by default. When the item of interest is open for consideration, select the “Raise Your Hand” icon and you will be called on at the appropriate time.

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Call (408) 638-0968 and enter the conference ID found at the top of the meeting agenda. When the item of interest is open for consideration, select *9 to raise your hand. When called upon, press *6 to unmute, state your name and provide your comments.

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At the meeting complete a “Request to Speak” form, submit a request at the speaker kiosk or scan the QR code.

ACCESSIBILITY:

In compliance with the Americans with Disabilities Act, those with disabilities requiring special accommodations to participate in this meeting may contact the City Clerk’s Office at (650) 522-7040 or [email protected]
. Notification 48 hours prior to the meeting will
enable the City to make reasonable arrangements to ensure accessibility to this meeting.

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CITY OF SAN MATEO

CITY OF SAN MATEO
Agenda Report
City Hall
330 W. 20th Avenue
San Mateo CA 94403
www.cityofsanmateo.org
Agenda Number: 3 Section Name: CONSENT CALENDAR Account Number: 10-1111 File ID: 23-7237 TO: City Council
FROM: Drew Corbett, City Manager
PREPARED BY: City Clerk's Office
MEETING DATE: February 21, 2023
SUBJECT:

City Council Meeting Minutes - Approval
RECOMMENDATION:

Approve the minutes of the City Council special and regular meeting of February 6, 2023 and special meeting of February 11, 2023.

BACKGROUND:
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BUDGET IMPACT:
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ENVIRONMENTAL DETERMINATION:

This minutes approval is not a project subject to CEQA, because it is an organizational or administrative activity that will not result in direct or indirect physical changes in the environment. (CEQA Guidelines Section 15378(b)(5).)

NOTICE PROVIDED
All meeting noticing requirements were met.

ATTACHMENTS
Att 1 - Minutes 2023-02-06 Special
Att 2 - Minutes 2023-02-06 Regular
Att 3 - Minutes 2023-02-11 Special

STAFF CONTACT
Patrice Olds, City Clerk
[email protected]
(650) 522-7042

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City Council Special Meeting Minutes – 2/6/2023 Page 1
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COUNCIL MEMBERS
Amourence Lee, Mayor
Lisa Diaz Nash, Deputy Mayor
Rich Hedges
Adam Loraine
Rob Newsom Jr.

CITY OF SAN MATEO
Special Meeting Minutes
City Council
City Hall
330 W. 20th Avenue
San Mateo CA 94403
www.cityofsanmateo.org

February 6, 2023
City Hall Council Chambers 5:30 PM
Special Meeting
CALL TO ORDER at 5:30 p.m.

Roll Call

Present: Mayor Lee, Deputy Mayor Diaz Nash, Council Members: Loraine and Newsom Council Member Rich Hedges teleconferenced from: 2405 Kalanianaole Avenue – PH-11 Hilo, Hawaii 96720

CLOSED SESSION
The following item was pulled off the agenda at staff’s request – no action was taken:

1. Conference with Legal Counsel – Existing Litigation, Worker’s Compensation (Paragraph (1) of subdivision (d) of Government Code Section 54956.9

STUDY SESSION

2. Pavement Management and Smooth Streets Program – Informational Update Stephanie Gindlesperger, P.E., Public Works Senior Engineer, provided a presentation on the City’s pavement assets, an overview of the condition index, and the history of the pavement management improvement program.

She sought direction on a 15-year funding strategy. Council asked questions of staff. Azalea Mitch, Public Works Director; and Rich Lee, Finance Director, and staff responded to Council questions.

Public Comment – Mark Eliot stated it is premature to make decisions before a planning session decision; Rick Sakuda asked that staff develop options to get sidewalks repaired for tree root incursion; Michael Groves questioned whether dollar amounts are at present value or adjusted for future inflation; Yiming Luo would like Council to rethink purpose of the funding and reallocate toward Bike Master Plan; and Sean Lacson requested Council vote to use funding for better pedestrian and cycling in the city.

Council asked additional questions, discussion ensued and comments provided requesting additional information in context to other programs. MDrew Corbett, City Manager, advised that based on feedback received, based on budget and 5-year capital improvement program; if that is the desire of Council, this is one step in a larger process of allocating a significant amount of money. Bring these choices back with a little greater context as we talk about the Capital Investment Program budget for further review.

3. City Manager Recruitment
Teresa Abrahamsohn, Director of Human Resources, provided a presentation on recruitment options for hiring the City Manager. Council asked questions of staff.

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Public Comment - Danielle requested citizen representation on recruitment committee; Michael Groves inquired about recruitment cost; Rick Sakuda provided history that past City Manager recruitments there were members of the public on the interview panel.

Abrahamsohn responded to questions and clarified that the city would receive a discount on the next recruitment if the selected individual does not complete a full year. She discussed the options to do a community survey and community outreach meeting.

Further discussion ensued and consensus was given get community input as part of the process but the public would not sit on the interview panel, utilize the services of an executive recruiter and form a City Council subcommittee comprised of Mayor Amourence Lee and Council Member Rich Hedges.

4. Consideration of Winter Storm Damage Relief Fund
Drew Corbett, City Manager, provided a presentation regarding the administration of the Go Fund Me flood relief fund noting that staff is seeking direction on utilizing a third-party administrator, amount of potential City contribution, and the eligibility and criteria for relief funding. Council asked questions of staff.

Public Comment – Michael Groves questioned about if people who live in a flood zone chose not to purchase flood insurance should we use taxpayers’ money to pay them; Owen Day supports utilizing full $150k and creating a 4th tier to support ALL flood victims.

Due to the time constraints with the next meeting, it was noted that further discussion would continue at the end of the Regular Meeting.

The meeting adjourned at 7:03 p.m. to convene the Regular Meeting.

This special meeting reconvened at 9:03 pm to further discuss the storm damage relief fund. Council questions and discussion ensued. The City Manager will return with a formal proposal.

ADJOURNMENT –The meeting adjourned at 9:37 p.m.

APPROVED BY: SUBMITTED BY:

Amourence Lee, Mayor Patrice Olds, City Clerk

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COUNCIL MEMBERS
Amourence Lee, Mayor
Lisa Diaz Nash, Deputy Mayor
Rich Hedges
Adam Loraine
Rob Newsom Jr.

CITY OF SAN MATEO
Regular Meeting Minutes
City Council Meeting
City Hall
330 W. 20th Avenue
San Mateo CA 94403
www.cityofsanmateo.org
February 6, 2023
City Hall Council Chambers 7:00 PM
Regular Meeting
CALL TO ORDER at 7:10 p.m.

Pledge of Allegiance
Roll Call

Present: Mayor Lee, Deputy Mayor Diaz Nash, Council Members: Loraine and Newsom Council Member Rich Hedges teleconferenced from: 2405 Kalanianaole Avenue – PH-11 Hilo, Hawaii 96720

CEREMONIAL

1. Black History Month – Proclamation – NAACP requested this item be on the February 21 st meeting so they can be present to receive the proclamation

CONSENT CALENDAR
The following items, 2 through 12, were considered to be routine by the City Council. After the titles of the items were read by the Deputy City Clerk, the public was invited to comment and there were no speakers. Motion passed 5-0.

Moved: Newson, Seconded: Hedges
Ayes: Lee, Diaz Nash, Hedges, Loraine, and Newsom
Noes: None

2. City Council Meeting Minutes – Approval
Approve the minutes of the City Council special meeting of December 1, 2022; regular meeting of December 5; adjourned regular meeting of December 7; adjourned regular and special meetings of December 12; special and regular meetings of January 3, 2023 and January 17, 2023; and the special meeting of January 24, 2023.

3. City Council 2023 Regular Meeting Calendar Update – Adoption Adopt the updated City Council Regular Meeting Schedule in observance of the federal and state holiday of Juneteenth.

4. Peninsula Heights South Phase, 2655 & 2755 Campus Drive – Final Map & Subdivision Improvement Agreement
Adopt a Resolution to approve the final map and the subdivision improvement agreement for the Peninsula Heights South Phase subdivision located at 2655 & 2755 Campus Drive and authorize the Public Works Director to sign the agreement in substantially the form presented.

Enactment: Resolution No. 12 (2023)

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5. Permanent Local Housing Allocation – Grant Application Adopt a Resolution to re-apply to the State of California for Permanent Local Housing Allocation grant program and amend the 5-year funding plan.

Enactment: Resolution No. 13 (2023)

6. Enterprise Resource Planning Software Licensing, Maintenance and Support Services – Amendment Approve Amendment No. 1 to the agreement with Tyler Technologies, Inc. for Eden financial, human resources, and payroll annual maintenance and support in the amount $112,636.15 for the period covering January 1, 2023 through December 31, 2023, and authorize the Information Technology Director to execute the amendment in substantially the form presented.

7. Minimum Wage Enforcement Services – Agreement
Approve an agreement with City of San Jose's Office of Equality Assurance for Minimum Wage Ordinance Enforcement services in the amount of $30,000 and authorize the City Manager to execute the agreement in substantially the form presented.

8. Property Tax In-Lieu of Vehicle License Fee Shortfall – Letter of Support Authorize the Mayor to sign a letter of support on behalf of the City Council to State officials requesting their assistance in getting the Property Tax in-lieu of Vehicle License Fee shortfall backfill included in the Governor’s May Revise budget.

9. Councilmember Rich Hedges City Absence – Approval Request Approve a request from Councilmember Rich Hedges to be continuously absent from the city for more than 30 days, during the period February 2, 2023 through March 31, 2023.

10. Parks and Recreation Bulk Printing and Mailing – Purchase Order Authorization Adopt a Resolution to approve an alternative bidding process, approve a purchase order with Folger Graphics for bulk printing and mailing of the recreation activity guides and summer booklet in the amount of $150,000, with the understanding that approximately $60,000 in expenditures have already been incurred but not paid, and authorize the Director of Parks and Recreation to execute the purchase order in substantially the form presented.

Enactment: Resolution No. 14 (2023)

11. Landscape Maintenance Services Agreement – Amendment Approve Amendment No. 1 with Brightview Landscape Services to add up to $25,000 to the agreement for the provision of landscape maintenance services in the downtown area, for a new not to exceed amount of $137,840; and authorize the Director of Parks and Recreation to execute the Amendment and up to three (3) one-year extensions.

12. Official Visit to Sister City Toyonaka, Japan – Approval Receive a formal invite from Mayor Shigeki Osanai of Toyonaka City to travel to Japan to celebrate the 60th Anniversary of the Sister City relationship in October 2023; authorize a written response from Mayor Lee accepting the invitation; and direct the City Clerk to do all things necessary and proper to ascertain Council Member interest in attending and return to Council with a budget appropriation, if needed.

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PUBLIC COMMENT
Rick Sakuda requested an update on the investigation into the flood event of December 31st and stated that the lagoon community expects to be involved in the investigation. Lana Levison, BAYCAT, a youth organization focused on climate action, spoke to climate action concerns. Griffin Lee, Mark and Amanda stated their concern with plastic use and disposable food ware waste.

City Manager Corbett responded with information on the flood response. The third party is working on recreating the storm specifically at the lagoon to see the effects on the pumps and then will work further upstream. The work is ongoing.

PUBLIC HEARING

13. 1654 S. Grant St. Unit #2 – Property Owner Appeal of Permanent Relocation Costs Kirstin Aiu, Code Enforcement Officer II, provided a presentation of the situation at 1654 S. Grant and the enforcement actions taken including the relocation of the tenants. The total sum of the permanent relocation costs is $10,594 and reimbursement is needed to the city.

Appellant and property owner Lydia Candila provided testimony.

Council asked questions of staff.

Public Comment – there were no speakers.

Motion to Deny the appeal and uphold the notice to the Property Owner requiring reimbursement to the City of San Mateo for permanent relocation benefits provided to the tenants residing at 1654 S.

Grant St. Unit #2 due to unlawful substandard living conditions pursuant to San Mateo Municipal Code Chapter 7.50 “Property Owner Obligations with Respect to Tenants Displaced from Unsafe or Substandard Units;” and direct staff to draft a Statement of Decision reflecting the City Council’s determination. Motion passed 5-0.

Moved: Hedges, Seconded: Loraine
Ayes: Lee, Diaz Nash, Hedges, Loraine, and Newsom
Noes: None

NEW BUSINESS

14. 2022-23 Mid-Year Budget Update and Measure CC Options Finance Director Rich Lee provided a presentation on the mid-year budget including fund review, revenue sources, various tax projections, Vehicle License Fee shortfall, and expenditure trends. Council asked questions of staff and discussed funding commitment on future possible Measure CC funds. Public Comment – there were no speakers.

Motion to Receive the 2022-23 Mid-Year Budget Update; adopt a resolution to approve supplemental budget appropriations in the amount of $2,488,852 of additional property tax to: 1) increase transfers out from the General Fund by $2,400,000 to the 2% TOT Fund (Fund 56); and 2) to increase the Department of Information Technology operating budget by $88,852 for software subscription fees; and provide direction on Measure CC options. Motion passed 5-0.

Moved: Hedges, Seconded: Newsom
Ayes: Lee, Diaz Nash, Hedges, Loraine, and Newsom
Noes: None

Enactment: Resolution No. 15 (2023)

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REPORTS AND ANNOUNCEMENTS
City Manager, City Attorney and Council Members reported on their various assignments and liaison roles. Council Member Lorraine inquired if we should have a supervisor Council liaison, as we do have one for our legislators. Consensus was to bring this back as a future item.

ADJOURNMENT –The meeting adjourned at 8:55 p.m. to go back to the special meeting at 9:03 pm.

APPROVED BY: SUBMITTED BY:

Amourence Lee, Mayor Patrice Olds, City Clerk

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COUNCIL MEMBERS
Amourence Lee, Mayor
Lisa Diaz Nash, Deputy Mayor
Rich Hedges
Adam Loraine
Rob Newsom Jr.

CITY OF SAN MATEO
Special Meeting Minutes
City Council
City Hall
330 W. 20th Avenue
San Mateo CA 94403
www.cityofsanmateo.org

February 11, 2023
College of San Mato – College Heights
Conference Room 9:00 AM
CALL TO ORDER at 9:00 a.m.

Roll Call

Present: Mayor Lee, Deputy Mayor Diaz Nash, Council Members: Loraine, Newsom and Hedges

STUDY SESSION

1. City Council “Blue Sky” Goal Setting Workshop
Mayor Lee welcomed everyone; outlined the purpose of the day; and reiterated the process. City Manager Corbett provided additional context noting the priorities under discussion today are for fiscal year 2023-24 and he introduced the Facilitator Tim Dunkin.

Public Comment – Public Comment – Max Mautner Move San Mateo; Ted McKinnon; Karyl Eldridge; Mareva Godfrey; Lila Kanda; Dave Cohen; Ellen Wang; Owen Day; Rick Cooley; Moises Villeda; Angelina Soldatos; Thomas Morgan; Michael Ragan; Megan Strain; Sofia Morgan; Karen Moen; Karim Sarraf; Rafael Reyes; Rick Bonilla; Laurie Hietter; Nancy Schneider; Ruthmary Cradler; Andrew Reback; Sarah Hubbard; Rick Sakuda; Kay Funk; and Laurie Watanuki.

Facilitator Dunkin reviewed progress on current year, 2022-23, priorities and sought consensus on which ones could be removed and which ones should be retained from the list. Council reviewed proposed new objectives and winnowed down the list. Council took a break from 12:00 to 12:30 pm for lunch. Discussion ensued after lunch and staff responded to questions raised.

ADJOURNMENT –The meeting adjourned at 2:18 p.m.

APPROVED BY: SUBMITTED BY:

Amourence Lee, Mayor Patrice Olds, City Clerk

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CITY OF SAN MATEO
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CITY OF SAN MATEO
Agenda Report
City Hall
330 W. 20th Avenue
San Mateo CA 94403
www.cityofsanmateo.org
Agenda Number: 4 Section Name: CONSENT CALENDAR Account Number: File ID: 23-7108 TO: City Council
FROM: Drew Corbett, City Manager
PREPARED BY: Public Works Department
MEETING DATE: February 21, 2023
SUBJECT:

Fiesta Meadows Park Restroom Remodel – Contract
RECOMMENDATION:

Adopt a Resolution to approve an alternative purchasing procedure to award a construction contract to Newton Construction & Management, Inc. to remodel the public restrooms at Fiesta Meadows Park in the amount of $198,780.47; establish a contingency reserve in the amount of $30,000; and authorize the Public Works Director to execute the contract in substantially the form presented and issue change orders within the contingency amount.

BACKGROUND:

The Fiesta Meadows Park public restrooms are due for remodeling. Renovations are needed to replace old infrastructure and upgrade the facilities to comply with current accessibility standards required by the Americans with Disabilities Act (ADA). In 2016, the Public Works Facilities Division and the Parks and Recreation Department assessed the restrooms and developed a long-term plan for remodeling based on greatest need and available funding. Park restrooms included in Phases 1, 2, and 3 (Beresford and Los Prados, Martin Luther King, Bayside and Parkside) were remodeled in 2016-2017.

The park restrooms included in Phase 4 of the remodeling program are located at Indian Springs, Casanova, and Fiesta Meadows Parks. Phase 5 includes the Shoreview and Lakeshore Parks.

The construction drawings for the renovation of the Fiesta Meadows Park restrooms were developed by Public Works in coordination with the Parks and Recreation Department. The scope of work includes the construction of new walls, doors, an accessible ramp, new fixtures, partitions, flooring, wall finishes, lighting, a drinking fountain, and painting. The City’s Building Division approved the construction drawings for a building permit, which were used as the basis for development of a fixed-price proposal utilizing a process called “job order contracting” (JOC). The JOC process includes a contract for a fixed term or maximum dollar value in which a contractor is selected based on a competitive bid to perform various and separate job orders in the future, during the life of the contract. The JOC contract serves as an "on call" contracting program that is procured through one umbrella or framework contract. The contract is competitively procured at the onset of the program using a unit price book (UPB), unit price list construction catalog, or custom list of construction prices as a basis for pricing in the procurement process. Each individual job order is then priced from that UPB and allows for rapid deployment of projects with a transparent pricing mechanism.

The JOC process is a competitive procurement method for construction services approved by the City Council by resolution on March 18, 2019, pursuant to San Mateo Municipal Code section 3.60.070(h)(3). Specifically, this process involves the development of a detailed project list, establishment of a firm price using a unit price book, and the selection of a pre- qualified construction contractor upon the City’s authorization to proceed, all by the JOC contractor.

In this case, a multi-step process was used to tentatively select Newton Construction & Management, Inc. to perform the restroom remodeling work, subject to Council approval. First, Sourcewell (formerly known as the National Joint Powers

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CITY OF SAN MATEO
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Alliance or NJPA) conducted a competitive proposal process to select The Gordian Group, Inc. (Gordian) to implement JOC on behalf of Sourcewell member agencies. Second, Gordian competitively bids and administers the JOC process with the use of Gordian’s unit pricing that will provide the best price to the City. This allows the City to complete required public improvements efficiently by eliminating the need to develop project specifications and eliminating solicitation of bids through a project-specific competitive bidding process. Here, Gordian used the JOC process to select Newton Construction & Management, Inc., the low bidder and pre-qualified contractor selected to construct the restroom project.

With contract approval, the procurement of materials would begin in March 2023 with construction in the fall of 2023 and completion before the end of 2023. Based on the above, staff recommends award of the contract to Newton Construction & Management, Inc. because of their experience and availability to perform construction services.

BUDGET IMPACT:

There is sufficient funding available in the Park Restroom Refurbishment Phase IV Project (46F002) for the construction contract and contingency.

ENVIRONMENTAL DETERMINATION:

This project is categorically exempt from CEQA as an “existing facility,” because it consists of the operation, repair, maintenance, permitting, leasing, licensing, or minor alteration of existing public or private structures, facilities, mechanical equipment, or topographical features, involving negligible or no expansion of use. (CEQA Guidelines Section 15301.)

NOTICE PROVIDED
All meeting noticing requirements were met.

ATTACHMENTS
Att 1 - Proposed Resolution
Att 2 - Contract

STAFF CONTACT
Steve Wu, Project Manager II
[email protected]
(650) 522-7345

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CITY OF SAN MATEO
RESOLUTION NO. ____ (2023)

APPROVING AN ALTERNATIVE PURCHASING PROCEDURE TO AWARD A CONSTRUCTION CONTRACT TO NEWTON CONSTRUCTION & MANAGEMENT, INC. FOR THE FIESTA MEADOWS PARK RESTROOM REMODEL WHEREAS, San Mateo Municipal Code Section 3.60.070(h)(3) authorizes the City Council to approve alternative purchasing procedures upon a finding that the alternative purchasing procedure is in the best interest of the City; and
WHEREAS, Sourcewell (formerly known as NJPA) has conducted competitive bidding processes to select Gordian, Inc. (Gordian) to implement Job Order Contracting on behalf of their member agencies; and WHEREAS, the Job Order Contracting process allows for an umbrella construction contract to cover various and separate job orders during the life of the contract, and is beneficial for renovation, remodeling, or alterations where many small project tasks will arise, but the timing, type, and quantity of work are unknown; and
WHEREAS, Sourcewell and Gordian have conducted competitive bidding to select contractors to perform Job Order Contracting based on Gordian’s Unit Price Book; and WHEREAS, use of Gordian’s Unit Price Book and contract provides a competitive price to the City and allows the City to complete required public improvements efficiently by eliminating the need to develop project specifications or solicit bids for each minor project task; and WHEREAS, the City approved the Job Order Contracting as a competitive procurement method for construction services by resolution on March 18, 2019 upon findings that the Job Order Contracting process with Gordian is in the best interests of the City; and
WHEREAS, the Fiesta Meadows Park Restroom Remodel project is designed and documented to be priced using Gordian’s Unit Price Book; and
WHEREAS, Newton Construction & Management, Inc. was selected based on their experience and availability to perform construction services using the Gordian’s Unit Price Book; and WHEREAS, based on these circumstances, staff has determined that this is the best price available because companies have submitted competitive bids.

NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF SAN MATEO, CALIFORNIA, HEREBY FINDS AND RESOLVES that:

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1. The Fiesta Meadows Park Restroom remodel is categorically exempt from CEQA as an “existing facility” in that it consists of the renovation of an existing building and involves negligible or no expansion of former or existing use. (CEQA Guidelines Section 15301.)

2. The Job Order Contracting process, as approved by City Council on March 18, 2019, utilizing Gordian’s contract and Unit Price Book to award a construction contract to Newton Construction & Management, Inc. is in the best interests of the City because it offers the best price to the City and allows the City to complete the remodel of the restrooms at Fiesta Meadows efficiently by eliminating the need to develop project specifications and eliminating solicitation of bids through a project-specific competitive bidding process.

3. A construction contract is approved in the amount of $198,780.47 to Newton Construction & Management, Inc. for the Fiesta Meadows Park Public Restroom Remodel project.

4. The Public Works Director is authorized to execute the contract on behalf of the City and issue change orders within the contingency amount of $30,000.

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This document is a MODIFIED version of EJCDC® C-522, Copyright © 2016 by the National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers, or is based in part on excerpts from copyrighted EJCDC documents. Those portions of the text that originated in copyrighted EJCDC documents remain subject to the copyright.

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CONTRACT FOR CONSTRUCTION
This Contract is by and between.

OWNER CONTRACTOR
The City of San Mateo
330 West 20th Street
San Mateo, California 94403
Newton Construction &
Management, Inc.
2436 Broad Street
San Luis Obispo, CA 93401
Owner and Contractor hereby agree as follows:

ARTICLE 1 - THE WORK

1.01 Work
A. Work includes all labor, materials, equipment, services, and documentation necessary to construct the Project defined herein. The Work may include related services such as testing, start-up, and commissioning, all as required by the Contract Documents.

B. The Contractor shall complete all Work as specified or indicated in the Contract Documents.

The Project is generally described as follows:

1.Fiesta Meadows Park Restroom Remodel which includes site barriers; demolition and disposal; framing; plumbing; electrical; mechanical; new fixtures; new accessories; wall tile; flooring; painting; inspection; testing and closeout.

2. The Site of the Work includes designated work areas described in greater detail in the Contract Documents but generally located at 1141 Bermuda Drive, San Mateo, California.

ARTICLE 2 - DEFINITIONS AND TERMINOLOGY

2.01 Defined Terms
A. Wherever used in the Bidding Requirements or Contract Documents, a term printed with initial capital letters, including the term’s singular and plural forms, will have the meaning indicated in the definitions below. In addition to terms specifically defined, terms with initial capital letters in the Contract Documents include references to identified articles and paragraphs, and the titles of other documents or forms.

1. Constituent of Concern—Asbestos, petroleum, radioactive materials, polychlorinated biphenyls (PCBs), hazardous waste, and any substance, product, waste, or other material of any nature whatsoever that is or becomes listed, regulated, or addressed pursuant to (a) the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. §§9601 et seq. (“CERCLA”); (b) the Hazardous Materials Transportation Act, 49 U.S.C. §§5501 et seq.; (c) the Resource Conservation and Recovery Act, 42 U.S.C. §§6901 et seq. (“RCRA”); (d) the Toxic Substances Control Act, 15 U.S.C. §§2601 et seq.; (e) the Clean Water Act, 33 U.S.C. §§1251 et seq.; (f) the Clean Air Act, 42 U.S.C. §§7401 et seq.; or (g) any other federal, state, or local statute, law, rule, regulation, ordinance, resolution, code, order, or decree regulating, relating to, or

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imposing liability or standards of conduct concerning, any hazardous, toxic, or dangerous waste, substance, or material.

2. Hazardous Environmental Condition— The presence at the Site of Constituents of Concern in such quantities or circumstances that may present a danger to persons or property exposed thereto. The presence at the Site of materials that are necessary for the execution of the Work, or that are to be incorporated in the Work, and that are controlled and contained pursuant to industry practices, Laws and Regulations, and the requirements of the Contract, does not establish a Hazardous Environmental Condition.

3. Resident Project Representative - The authorized representative of Owner assigned to assist Owner at the Site. As used herein, the term Resident Project Representative or “RPR” includes any assistants or field staff of Resident Project Representative. The RPR for this project is:
a. Steve Wu, City of San Mateo

2.02 Terminology
A. The words and terms discussed in the following paragraphs are not defined but, when used in the Bidding Requirements or Contract Documents, have the indicated meaning.

B. Intent of Certain Terms or Adjectives:

1. The Contract Documents include the terms “as allowed,” “as approved,” “as ordered,” “as directed” or terms of like effect or import to authorize an exercise of professional judgment by Owner, Engineer, or Architect. In addition, the adjectives “reasonable,” “suitable,” “acceptable,” “proper,” “satisfactory,” or adjectives of like effect or import are used to describe an action or determination of Engineer as to the Work. It is intended that such exercise of professional judgment, action, or determination will be solely to evaluate, in general, the Work for compliance with the information in the Contract Documents and with the design concept of the Project as a functioning whole as shown or indicated in the Contract Documents (unless there is a specific statement indicating otherwise). The use of any such term or adjective is not intended to and shall not be effective to assign to Engineer any duty or authority to supervise or direct the performance of the Work, or any duty or authority to undertake responsibility contrary to the provisions of any provision of the Contract Documents.

C. Day:

1. The word “day” means a calendar day of 24 hours measured from midnight to the next midnight.

D. Defective:

1. The word “defective,” when modifying the word “Work,” refers to Work that is unsatisfactory, faulty, or deficient in that it:
a. does not conform to the Contract Documents; or
b. does not meet the requirements of any applicable inspection, reference standard, test, or approval referred to in the Contract Documents; or c. has been damaged prior to Engineer’s recommendation of final payment (unless responsibility for the protection thereof has been assumed by Owner at Substantial Completion.

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E. Furnish, Install, Perform, Provide:

1. The word “furnish,” when used in connection with services, materials, or equipment, shall mean to supply and deliver said services, materials, or equipment to the Site (or some other specified location) ready for use or installation and in usable or operable condition.

2. The word “install,” when used in connection with services, materials, or equipment, shall mean to put into use or place in final position said services, materials, or equipment complete and ready for intended use.

3. The words “perform” or “provide,” when used in connection with services, materials, or equipment, shall mean to furnish and install said services, materials, or equipment complete and ready for intended use.

4. If the Contract Documents establish an obligation of Contractor with respect to specific services, materials, or equipment, but do not expressly use any of the four words “furnish,” “install,” “perform,” or “provide,” then Contractor shall furnish and install said services, materials, or equipment complete and ready for intended use.

F. Unless stated otherwise in the Contract Documents, words or phrases that have a well- known technical or construction industry or trade meaning are used in the Contract Documents in accordance with such recognized meaning.

2.03 Contract Documents Defined
A. The Contract Documents consist of the following documents:

1. This Contract.

2. Performance bond.

3. Payment bond.

4. Exhibits to this Contract (enumerated as follows):
a. Exhibit A - Contractor’s Proposal
b. Exhibit B – Insurance Requirements for Construction Contracts.

5. National Joint Powers Alliance - Book 2: IQCC Standard Terms and Conditions and Contract General Conditions.

6. National Joint Powers Alliance - Book 3: Task Catalog.

7. National Joint Powers Alliance Book 4: Technical Specifications.

8. The following which may be delivered or issued on or after the Effective Date of the Contract:
a. Work Change Directives.
b. Change Orders.
c. Field Orders.

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ARTICLE 3 - CONTRACT DOCUMENTS

3.01 Intent of Contract Documents
A. It is the intent of the Contract Documents to describe a functionally complete project. The Contract Documents do not indicate or describe all the Work required to complete the Project. Additional details required for the correct installation of selected products are to be provided by the Contractor and coordinated with the Owner and RPR. This Contract supersedes prior negotiations, representations, and agreements, whether written or oral.

The Contract Documents are complementary; what is required by one part of the Contract Documents is as binding as if required by other parts of the Contract Documents.

B. During the performance of the Work and until final payment, Contractor and Owner shall submit all matters in question concerning the requirements of the Contract Documents or relating to the acceptability of the Work under the Contract Documents to the RPR. RPR will be the initial interpreter of the requirements of the Contract Documents, and judge of the acceptability of the Work thereunder.

C. RPR will render a written clarification, interpretation, or decision on the issue submitted, or initiate a modification to the Contract Documents.

D. Contractor, and its subcontractors and suppliers, shall not have or acquire any title to or ownership rights to any of the Drawings, Specifications, or other documents (including copies or electronic media editions) prepared by RPR or its consultants.

3.02 Reporting and Resolving Discrepancies
A. Reporting Discrepancies:

1.Contractor’s Verification of Figures and Field Measurements: Before undertaking each part of the Work, Contractor shall carefully study the Contract Documents, and check and verify pertinent figures and dimensions therein, particularly with respect to applicable field measurements. Contractor shall promptly report in writing to Engineer any conflict, error, ambiguity, or discrepancy that Contractor discovers, or has actual knowledge of, and shall not proceed with any Work affected thereby until the conflict, error, ambiguity, or discrepancy is resolved, by a clarification or interpretation by Engineer, or by an amendment or supplement to the Contract Documents.

2.Contractor’s Review of Contract Documents: If, before or during the performance of the Work, Contractor discovers any conflict, error, ambiguity, or discrepancy within the Contract Documents, or between the Contract Documents and (a) any applicable Law or Regulation, (b) actual field conditions, (c) any standard specification, manual, reference standard, or code, or (d) any instruction of any Supplier, then Contractor shall promptly report it to Engineer in writing. Contractor shall not proceed with the Work affected thereby (except in an emergency as required by Paragraph 7.15) until the conflict, error, ambiguity, or discrepancy is resolved, by a clarification or interpretation by Engineer, or by an amendment or supplement to the Contract Documents issued pursuant to Paragraph 11.01.

3. Contractor shall not be liable to Owner or Engineer for failure to report any conflict, error, ambiguity, or discrepancy in the Contract Documents unless Contractor had actual knowledge thereof.

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B. Resolving Discrepancies:

1. Except as may be otherwise specifically stated in the Contract Documents, the provisions of the Contract Documents shall take precedence in resolving any conflict, error, ambiguity, or discrepancy between such provisions of the Contract Documents and:
a. the provisions of any standard specification, manual, reference standard, or code, or the instruction of any Supplier (whether or not specifically incorporated by reference as a Contract Document); or
b. the provisions of any Laws or Regulations applicable to the performance of the Work (unless such an interpretation of the provisions of the Contract Documents would result in violation of such Law or Regulation).

2. When a conflict exists between drawings or between drawings and details, the more stringent of the two shall prevail. When a conflict exists between two specifications, the more stringent of the two shall prevail.

3. In the event of a conflict that cannot be resolved by interpreting the Contract Documents as a single, integrated document and giving effect to each provision therein, the Contract Document higher in precedence shall control and supersede the Contract Documents lower in precedence in accordance with the following listing arranged from the highest to the lowest in precedence:
a. Change Order.
b. Addenda.
c. Contract.
d. Technical Specifications included as an Exhibit to this Contract. e. Drawings included as an Exhibit to this Contract.
f. Owner Standard Specifications.
g. Owner Standard Drawings.
h. National Joint Powers Alliance Book 4: Technical Specifications. i. National Joint Powers Alliance - Book 2: IQCC Standard Terms and Conditions and Contract General Conditions.
j. The provisions of any standard specification, manual, reference standard, or code, or the instruction of any Supplier (whether or not specifically incorporated by reference as a Contract Document).
k. The provisions of any Laws or Regulations applicable to the performance of the Work (unless such an interpretation of the provisions of the Contract Documents would result in violation of such Law or Regulation).
l. Notice to Bidder.
m. Instruction to Bidder.

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ARTICLE 4 - CONTRACT TIMES

4.01 Contract Times
A. The Work will be substantially completed within 365 days after the Effective Date of the Contract and completed and ready for final payment within 395 days after the Effective Date of the Contract.

4.02 Liquidated Damages
A. Contractor and Owner recognize that time is of the essence in the performance of the Contract, and that Owner will incur damages if Contractor does not complete the Work according to the requirements of Paragraph 4.01. Because such damages for delay would be difficult and costly to determine and the parties agree that $1000 per day is a reasonable approximation of the Owner’s damages, Owner and Contractor agree that as liquidated damages for delay (but not as a penalty) Contractor shall pay Owner $1000 for each day that expires after the Contract Time for substantial completion.

4.03 Delays in Contractor’s Progress
A. If Owner, RPR, or anyone for whom Owner is responsible, delays, disrupts, or interferes with the performance or progress of the Work, then Contractor shall be entitled to an equitable adjustment in the Contract Times and Contract Price. Contractor’s entitlement to an adjustment of the Contract Times is conditioned on such adjustment being essential to Contractor’s ability to complete the Work within the Contract Times.

B. Contractor shall not be entitled to an adjustment in Contract Price or Contract Times for delay, disruption, or interference caused by or within the control of Contractor or their subcontractors or suppliers.

C. If Contractor’s performance or progress is delayed, disrupted, or interfered with by unanticipated causes not the fault of and beyond the control of Owner, Contractor, and those for which they are responsible, then Contractor shall be entitled to an equitable adjustment in Contract Times.

D. Contractor shall not be entitled to an adjustment in Contract Price or Contract Times for any delay, disruption, or interference if such delay is concurrent with a delay, disruption, or interference caused by or within the control of Contractor or Contractor’s subcontractors or suppliers.

4.04 Progress Schedules
A. Contractor shall develop a progress schedule and submit to the RPR for review and comment before starting Work on the Site. The Contractor shall modify the schedule in accordance with the comments provided by the RPR.

B. The Contractor shall update and submit the progress schedule to the RPR each month. The Owner may withhold payment if the Contractor fails to submit the schedule.

ARTICLE 5 - CONTRACT PRICE

5.01 Payment
A. Owner shall pay Contractor in accordance with the Contract Documents, the lump sum amount of $198,780.47 for all Work.

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B. For any additional Work authorized by Owner, Owner shall pay Contractor in an amount equal to the total of all extended prices for actual Work completed. The extended price is determined by multiplying the unit price in the National Joint Powers Alliance - Book 3: Task Catalog times the actual quantity of that Work item completed. Actual quantities installed will be determined by the RPR.

ARTICLE 6 - BONDS AND INSURANCE

6.01 Bonds
A. Before starting Work, Contractor shall furnish a performance bond and a payment bond from surety companies that are duly licensed or authorized to issue bonds in the required amounts in the jurisdiction in which the Project is located. Each bond shall be in an amount equal to the Contract Price, as security for the faithful performance and payment of all of Contractor’s obligations under the Contract. These bonds shall remain in effect until the completion of the correction period specified in Paragraph 7.12 but, in any case, not less than one year after the date when final payment becomes due.

B. Performance by Sureties. In the event of any termination, Owner shall immediately give written notice to Contractor and Contractor’s sureties, and the sureties shall have the right to take over and perform the Contract, provided, however, that if the sureties, within five days after giving them notice of said termination, do not give Owner written notice of their intention to take over the performance thereof within five days after notice, Owner may take over the work and prosecute the same to completion, by contract or by any other method it may deem advisable, for the account, and at the expense of Contractor, and the sureties shall be liable to Owner for any excess cost or damages occasioned Owner thereby; and, in such event, Owner may, without liability for so doing, take possession of, and utilize in completing the work, such materials, appliances, plant and other property belonging to Contractor as may be on the site of the work and necessary therefore

6.02 Insurance
A. The Contractor shall procure and maintain the insurance specified in the Exhibit B of this Contract for the greater of (1) the duration of the contract plus a period of five (5) years after completion of the Project or (2) the duration shown in Exhibit B.

ARTICLE 7 - CONTRACTOR’S RESPONSIBILITIES

7.01 Supervision and Superintendence
A. Contractor shall supervise and direct the Work competently and efficiently, devoting such attention thereto and applying such skills and expertise as may be necessary to perform the Work in accordance with the Contract Documents. Contractor shall be solely responsible for the means, methods, techniques, sequences, safety, and procedures of construction.

B. Contractor shall assign a competent resident superintendent who is to be present at all times during the execution of the Work. This resident superintendent shall not be replaced without written notice to and approval by the Owner and RPR except under extraordinary circumstances.

C. Contractor shall at all times maintain good discipline and order at the Site.

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D. Except as otherwise required for the safety or protection of persons or the Work or property at the Site or adjacent thereto, and except as otherwise stated in the Contract Documents, all Work at the Site shall be performed during regular working hours, Monday through Friday.

7.02 Other Work at the Site
A. In addition to and apart from the Work of the Contractor, other work may occur at or adjacent to the Site. Contractor shall take reasonable and customary measures to avoid damaging, delaying, disrupting, or interfering with the work of Owner, any other contractor, or any utility owner performing other work at or adjacent to the Site.

7.03 Services, Materials, and Equipment
A. Unless otherwise specified in the Contract Documents, Contractor shall provide and assume full responsibility for all services, materials, equipment, labor, transportation, construction equipment and machinery, tools, appliances, fuel, power, light, heat, telephone, water, sanitary facilities, temporary facilities, and all other facilities and incidentals necessary for the performance, testing, start up, and completion of the Work, whether or not such items are specifically called for in the Contract Documents.

B. All materials and equipment incorporated into the Work shall be new, of good quality and shall be stored, applied, installed, connected, erected, protected, used, cleaned, and conditioned in accordance with instructions of the applicable supplier, except as otherwise may be provided in the Contract Documents.

7.04 Subcontractors and Suppliers
A. Contractor may retain subcontractors and suppliers for the performance of parts of the Work acceptable to Owner, provided that no work may be performed by a subcontractor who is debarred pursuant to Labor Code Sections 1777.1 or 1777.7.

7.05 Quality Management
A. Contractor is fully responsible for the managing quality to ensure Work is completed in accordance with the Contract Documents.

7.06 Licenses, Fees and Permits
A. Contractor shall pay all license fees and royalties and assume all costs incident to performing the Work or the incorporation in the Work of any invention, design, process, product, or device which is the subject of patent rights or copyrights held by others.

B. Contractor shall obtain and pay for all construction permits and licenses unless otherwise provided in the Contract Documents.

7.07 Laws and Regulations; Taxes
A. Contractor shall give all notices required by and shall comply with all local, state, and federal Laws and Regulations applicable to the performance of the Work. Except where otherwise expressly required by applicable Laws and Regulations, neither Owner nor RPR shall be responsible for monitoring Contractor’s compliance with any Laws or Regulations.

B. Contractor shall bear all resulting costs and losses, and shall indemnify and hold harmless Owner and RPR, and the officers, directors, members, partners, employees, agents, consultants, and subcontractors of each and any of them from and against all claims, costs,

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losses, and damages if Contractor performs any Work or takes any other action knowing or having reason to know that it is contrary to Laws or Regulations.

C. Contractor shall pay all applicable sales, consumer, use, and other similar taxes Contractor is required to pay in accordance with Laws and Regulations.

D. In accordance with Public Contract Code Section 7103.5, the contractor offers and agrees to assign to the awarding body all rights, title, and interest in and to all causes of action it may have under Section 4 of the Clayton Act (15 U.S.C. Sec. 15) or under the Cartwright Act (Chapter 2 (commencing with Section 16700) of Part 2 of Division 7 of the Business and Professions Code), arising from purchases of goods, services, or materials pursuant to the public works contract or the subcontract. This assignment shall be made and become effective at the time the awarding body tenders final payment to the contractor, without further acknowledgment by the parties.

E. Contractor shall give notice of hazardous materials and certain changed conditions in jobs involving trenching more than four feet deep.

F. In accordance with Labor Code Section 1773.2, contractor will make travel and subsistence payments as required by statute.

G. In accordance with Labor Code Section 1771, contractor must pay prevailing wages. The prevailing wage scale as determined by the Director of Industrial Relations of the State of California, in force on the day the bid was announced, will be the minimum paid to all craftsmen and laborers working on this project. Contractor shall also require any subcontractors who work or provide any services related to the project to pay all persons performing labor or rendering service under said subcontract or other arrangement at least the general prevailing rate of wages, determined as set forth herein for the respective crafts and employments, including such wages for holiday and overtime work. A copy of the correct determination will be posted at the job site. It is understood that it is the responsibility of Contractor to determine the correct scale. Copies of the prevailing wage rates are on file at the City Clerk’s office; however, errors or defects in the materials in the City Clerk’s office will not excuse a bidder’s failure to comply with the actual scale then in force. In accordance with Labor Code Section 1775, the statutory provisions for failure to pay prevailing wages will be enforced.

H. In accordance with Labor Code Section 1776, contractor must comply with the statutory requirements relating to certified copies of payroll records.

I. In accordance with Labor Code Section 1777.5, contractor must comply with the statutory requirements relating to the employment of apprentices.

J. In accordance with Labor Code Section 1810, eight hours labor constitutes a legal day’s work.

Contractor shall not require more than eight hours’ labor in a day and 40 hours in a calendar week from any person employed by Contractor in the performance of such work unless such excess work is compensated for at not less than one and one-half times the basic rate of pay.

Contractor shall forfeit as a penalty to Owner the sum of $25.00 for each laborer, workman, or mechanic employed in the execution of this contract by Contractor, or by any subcontractor, for each calendar day during which such laborer, workman, or mechanic is required or permitted to labor more than eight hours in any calendar day and 40 hours in any one calendar week in violation of the provisions of Section 1810 and 1816, inclusive, of the Labor Code of the State of California.

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K. In accordance with Labor Code Section 1813, the statutory provisions for penalties for failure to comply with wage and hour laws will be enforced.

L. In accordance with Labor Code Section 1860, the contractor must secure the payment of workers’ compensation to its employees.

M. In accordance with Labor Code Section 6705, the contractor must submit a detailed plan of the shoring and bracing for trenches five feet deep or more for contracts in excess of $25,000.

N. In accordance with Labor Code Sections 1725.5 and 1771.1, all contractors and subcontractors must be registered with the Department of Industrial Relations. In accordance with Labor Code Section 1771.4, the contractor must post job site notices as required by regulation and this project will be subject to compliance monitoring and enforcement by the Department of Industrial Relations.

7.08 Record Documents
A. Contractor shall maintain one printed record copy of all Drawings, Specifications, Addenda, Change Orders, Work Change Directives, Field Orders, written interpretations and clarifications, and approved shop drawings in a safe place at the Site. Contractor shall annotate them to show changes made during construction. Contractor shall deliver these record documents to RPR upon completion of the Work.

7.09 Safety and Protection
A. Contractor shall be solely responsible for initiating, maintaining, and supervising all safety precautions and programs in connection with the Work.

B. Contractor shall take all necessary precautions for the safety of, and shall provide the necessary protection to prevent damage, injury, or loss to:

1. All persons on the Site or who may be affected by the Work;

2. All the Work and materials and equipment to be incorporated therein, whether in storage on or off the Site; and

3. Other property at the Site or adjacent thereto, including trees, shrubs, lawns, walks, pavements, roadways, structures, other work in progress, utilities, and underground facilities not designated for removal, relocation, or replacement in the course of construction.

C. All damage, injury, or loss to any property caused, directly or indirectly, in whole or in part, by Contractor, or anyone for whose acts the Contractor may be liable, shall be remedied by Contractor at its expense (except damage or loss attributable to the fault of Contract Documents or to the acts or omissions of Owner or RPR and not attributable, directly or indirectly, in whole or in part, to the fault or negligence of Contractor).

D. Contractor shall be responsible for coordinating any exchange of material safety data sheets or other hazard communication information required to be made available to or exchanged between or among employers at the Site in accordance with Laws or Regulations.

E. In emergencies affecting the safety or protection of persons or the Work or property at the Site or adjacent thereto, Contractor shall act to prevent threatened damage, injury, or loss.

Contractor shall give RPR prompt written notice if Contractor believes that any significant changes in the Work or variations from the Contract Documents have been caused thereby or are required as a result thereof. If RPR determines that a change in the Contract

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Documents is required because of the action taken by Contractor in response to such an emergency, a Work Change Directive or Change Order will be issued.

7.10 Shop Drawings, Samples, and Other Submittals
A. Contractor shall review and coordinate the shop drawing and samples with the requirements of the Work and the Contract Documents and shall verify all related field measurements, quantities, dimensions, specified performance and design criteria, installation requirements, materials, catalog numbers, and similar information.

B. Each submittal shall bear a stamp or specific written certification that Contractor has satisfied Contractor’s obligations under the Contract Documents with respect to Contractor’s review of that submittal, and that Contractor approves the submittal.

C. With each submittal, Contractor shall give RPR specific written notice, in a communication separate from the submittal, of any variations that the shop drawing or sample may have from the requirements of the Contract Documents.

D. RPR will provide timely review of shop drawings and samples.

E. RPR’s review and approval will not extend to means, methods, techniques, sequences, or procedures of construction or to safety precautions or programs.

F. RPR’s review and approval of a separate item does not indicate approval of the assembly in which the item functions.

G. Contractor shall make corrections required by RPR and shall return the required number of corrected copies of shop drawings and submit, as required, new samples for review and approval. Contractor shall direct specific attention in writing to revisions other than the corrections called for by RPR on previous submittals.

H. Shop drawings are not Contract Documents.

7.11 Warranties and Guarantees
A. Contractor warrants and guarantees to Owner that all Work will be in accordance with the Contract Documents and will not be defective. RPR and its officers, directors, members, partners, employees, agents, consultants, and subcontractors shall be entitled to rely on Contractor’s warranty and guarantee.

7.12 Correction Period
A. If within one year after the date of substantial completion, any Work is found to be defective, or if the repair of any damages to the Site, adjacent areas that Contractor has arranged to use through construction easements or otherwise, and other adjacent areas used by Contractor as permitted by Laws and Regulations, is found to be defective, then Contractor shall promptly and without cost to Owner, correct such defective Work.

7.13 Indemnification
A. To the fullest extent permitted by Laws and Regulations, and in addition to any other obligations of Contractor under the Contract or otherwise, Contractor shall indemnify and hold harmless Owner and RPR, and the officials, employees, and agents, of each and any of them from and against all claims, costs, losses, and damages (including but not limited to all fees and charges of RPR, architects, attorneys, and other professionals and all court or arbitration or other dispute resolution costs) arising out of or relating to the performance of

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the Work. Contractor will defend Owner, its elected and appointed officials, employees, and agents against any such claims. However, this provision does not apply to claims, loss, liability, damage, or expense arising from the sole negligence or willful misconduct of the Owner
ARTICLE 8 - OWNER’S RESPONSIBILITIES

8.01 Owner’s Responsibilities
A. Except as otherwise provided in the Contract Documents, Owner shall issue all communications to Contractor through RPR.

B. Owner shall make payments to Contractor as provided in this Contract.

C. Owner shall provide Site and easements required to construct the Project.

D. If Owner intends to contract with others for the performance of other work at or adjacent to the Site, unless stated elsewhere in the Contract Documents, Owner shall have sole authority and responsibility for such coordination.

E. The Owner shall be responsible for performing inspections and tests required by applicable codes.

F. The Owner shall not supervise, direct, or have control or authority over, nor be responsible for, Contractor’s means, methods, techniques, sequences, or procedures of construction, or the safety precautions and programs, or for any failure of Contractor to comply with Laws and Regulations applicable to the performance of the Work. Owner will not be responsible for Contractor’s failure to perform the Work in accordance with the Contract Documents.

G. While at the Site, Owner’s employees and representatives shall comply with the specific applicable requirements of Contractor’s safety programs of which Owner has been informed.

H. Owner shall furnish copies of any applicable Owner safety programs to Contractor.

I. In accordance with Public Contract Code Section 9201, Owner shall give contractor timely notification of the receipt of any third-party claims relating to the contract.

ARTICLE 9 - RPR’S STATUS DURING CONSTRUCTION

9.01 RPR’s Status
A. RPR will be Owner’s representative during construction. The duties and responsibilities and the limitations of authority of RPR as Owner’s representative during construction are set forth in this Contract.

B. Neither RPR’s authority or responsibility under this Article 9 or under any other provision of the Contract, nor any decision made by RPR in good faith either to exercise or not exercise such authority or responsibility or the undertaking, exercise, or performance of any authority or responsibility by RPR, shall create, impose, or give rise to any duty in contract, tort, or otherwise owed by RPR to Contractor, any subcontractor, any supplier, any other individual or entity, or to any surety for or employee or agent of any of them.

C. RPR will make visits to the Site at intervals appropriate to the various stages of construction.

RPR will not be required to make exhaustive or continuous inspections on the Site to check the quality or quantity of the Work.

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D. RPR has the authority to reject Work if Contractor fails to perform Work in accordance with the Contract Documents.

E. RPR will render decisions regarding the requirements of the Contract Documents and judge the acceptability of the Work.

F. RPR will not supervise, direct, control, or have authority over or be responsible for Contractor’s means, methods, techniques, sequences, or procedures of construction, or the safety precautions and programs, or for any failure of Contractor to comply with Laws and Regulations applicable to the performance of the Work. RPR will not be responsible for Contractor’s failure to perform the Work in accordance with the Contract Documents.

ARTICLE 10 - CHANGES IN THE WORK

10.01 Authority to Change the Work
A. Without invalidating the Contract and without notice to any surety, Owner may, at any time or from time to time, order additions, deletions, or revisions in the Work.

10.02 Change Orders
A. Owner and Contractor shall execute appropriate Change Orders covering:

1. Changes in the Contract Price or Contract Times which are agreed to by the parties, including any undisputed sum or amount of time for Work actually performed in accordance with a Work Change Directive;

2. Changes in the Work which are: (a) ordered by Owner or (b) agreed to by the parties or (c) resulting from the RPR’s decision, subject to the need for RPR’s recommendation if the change in the Work involves the design (as set forth in the Drawings, Specifications, or otherwise), or other engineering or technical matters; and

3. Changes in the Contract Price or Contract Times or other changes which embody the substance of any final binding results under Article 12.

B. If the provisions of any bond require notice to be given to a surety of any change affecting the general scope of the Work or the provisions of the Contract Documents (including, but not limited to, Contract Price or Contract Times), the giving of any such notice will be Contractor’s responsibility. The amount of each applicable bond will be adjusted to reflect the effect of any such change.

ARTICLE 11 - DIFFERING SUBSURFACE OR PHYSICAL CONDITIONS

11.01 Differing Conditions Process
A. If Contractor believes that any subsurface or physical condition including but not limited to utilities or other underground facilities that are uncovered or revealed at the Site either differs materially from that shown or indicated in the Contract Documents or is of an unusual nature, and differs materially from conditions ordinarily encountered and generally recognized as inherent in Work of the character provided for in the Contract Documents then Contractor shall, promptly after becoming aware thereof and before further disturbing the subsurface or physical conditions or performing any Work in connection therewith (except in an emergency), notify Owner and RPR in writing about such condition. Contractor shall not further disturb such condition or perform any Work in connection therewith (except with

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respect to an emergency) until receipt of a written statement permitting Contractor to do so.

B. After receipt of written notice, RPR will promptly:

1. Review the subsurface or physical condition in question;

2. Determine necessity for Owner obtaining additional exploration or tests with respect to the condition;

3. Determine whether the condition falls within the differing site condition as stated herein;

4. Obtain any pertinent cost or schedule information from Contractor;

5. Prepare recommendations to Owner regarding the Contractor’s resumption of Work in connection with the subsurface or physical condition in question and the need for any change in the Drawings or Specifications; and

6. Advise Owner in writing of RPR’s findings, conclusions, and recommendations.

C. After receipt of RPR’s written findings, conclusions, and recommendations, Owner shall issue a written statement to Contractor regarding the subsurface or physical condition in question, addressing the resumption of Work in connection with such condition, indicating whether any change in the Drawings or Specifications will be made, and adopting or rejecting RPR’s written findings, conclusions, and recommendations, in whole or in part.

ARTICLE 12 - CLAIMS AND DISPUTE RESOLUTION

12.01 Claims Process
A. The party submitting a claim shall deliver it directly to the other party to the Contract and the RPR promptly (but in no event later than 10 days) after the start of the event giving rise thereto.

B. The party receiving a claim shall review it thoroughly, giving full consideration to its merits.

The two parties shall seek to resolve the claim through the exchange of information and direct negotiations. All actions taken on a claim shall be stated in writing and submitted to the other party.

C. If efforts to resolve a claim are not successful, the party receiving the claim may deny it by giving written notice of denial to the other party. If the receiving party does not take action on the claim within 45 days, the claim is deemed denied.

D. If the dispute is not resolved to the satisfaction of the parties, Owner or Contractor shall give written notice to the other party of the intent to submit the dispute to a court of competent jurisdiction unless the Owner and Contractor both agree to an alternative dispute resolution process.

12.02 Mediation
Should any dispute arise out of this Contract, any party may request that it be submitted to mediation. The parties shall meet in mediation within 30 days of a request. The mediator shall be agreed to by the mediating parties; in the absence of an agreement, the parties shall each submit one name from mediators listed by the American Arbitration Association, the California State Board of Mediation and Conciliation, or other agreed-upon service. The mediator shall be

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selected by a blind draw. The cost of mediation shall be borne equally by the parties. Neither party shall be deemed the prevailing party. No party shall be permitted to file a legal action without first meeting in mediation and making a good faith attempt to reach a mediated settlement. The mediation process, once commenced by a meeting with the mediator, shall last until agreement is reach by the parties but not more than 60 days, unless the maximum time is extended by the parties.

ARTICLE 13 - TESTS AND INSPECTIONS; CORRECTION OF DEFECTIVE WORK

13.01 Tests and Inspections
A. Owner and RPR will have access to the Site and the Work at reasonable times for their observation, inspection, and testing. Contractor shall provide them proper and safe conditions for such access.

B. Contractor shall give RPR timely notice of readiness of the Work for all required inspections and tests and shall cooperate with inspection and testing personnel to facilitate required inspections and tests.

C. If any Work that is to be inspected, tested, or approved is covered by Contractor without written concurrence of RPR, Contractor shall, if requested by RPR, uncover such Work for observation. Such uncovering shall be at Contractor’s expense.

13.02 Defective Work
A. Contractor shall ensure that the Work is not defective.

B. RPR has the authority to determine whether Work is defective, and to reject defective Work.

C. Prompt notice of all defective Work of which Owner or RPR has actual knowledge will be given to Contractor.

D. The Contractor shall promptly correct all such defective Work.

E. When correcting defective Work, Contractor shall take no action that would void or otherwise impair Owner’s special warranty and guarantee, if any, on said Work.

F. If the Work is defective or Contractor fails to supply sufficient skilled workers or suitable materials or equipment, or fails to perform the Work in such a way that the completed Work will conform to the Contract Documents, then Owner may order Contractor to stop the Work, or any portion thereof, until the cause for such order has been eliminated.

ARTICLE 14 - PAYMENTS TO CONTRACTOR

14.01 Progress Payments
A. The Contractor shall prepare a schedule of values that will serve as the basis for progress payments. The schedule of values will be in a form of application for payment acceptable to RPR. The unit price breakdown submitted with the bid will be used for unit price work. Break lump sum items into units that will allow for measurement of Work in progress.

14.02 Applications for Payments:

A. Contractor shall submit an application for payment in a form acceptable to the RPR, no more frequently than monthly, to RPR. Applications for payment will be prepared and signed by

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Contractor. Contractor shall provide supporting documentation required by the Contract Documents. Payment will be paid for Work completed as of the date of the application for payment.

B. Beginning with the second application for payment, each application shall include an affidavit of Contractor stating that all previous progress payments received on account of the Work have been applied on account to discharge Contractor’s legitimate obligations associated with prior applications for payment.

14.03 Retainage
A. The Owner shall retain 5% of each progress payment until the Work is substantially complete.

14.04 Review of Applications
A. Within 10 days after receipt of each application for payment, the RPR will either indicate in writing a recommendation for payment and present the application for payment to Owner or return the application for payment to Contractor indicating in writing RPR’s reasons for refusing to recommend payment. The Contractor will make the necessary corrections and resubmit the application for payment.

B. RPR will recommend reductions in payment (set-offs) which, in the opinion of the RPR, are necessary to protect Owner from loss because the Work is defective and requires correction or replacement.

C. The Owner is entitled to impose set-offs against payment based on any claims that have been made against Owner on account of Contractor’s conduct in the performance of the Work, incurred costs, losses, or damages on account of Contractor’s conduct in the performance of the Work, or liquidated damages that have accrued as a result of Contractor’s failure to complete the Work.

14.05 Contractor’s Warranty of Title
A. Contractor warrants and guarantees that title to all Work, materials, and equipment furnished under the Contract will pass to Owner free and clear of (1) all liens and other title defects, and (2) all patent, licensing, copyright, or royalty obligations, no later than seven days after the time of payment by Owner.

14.06 Substantial Completion
A. The Contractor shall notify Owner and RPR in writing that the Work is substantially complete and request the RPR issue a certificate of substantial completion when Contractor considers the Work ready for its intended use. Contractor shall at the same time submit to Owner and RPR an initial draft of punch list items to be completed or corrected before final payment.

B. RPR will make an inspection of the Work with the Owner and Contractor to determine the status of completion. If RPR does not consider the Work substantially complete, RPR will notify Contractor and Owner in writing giving the reasons therefor.

C. If RPR considers the Work substantially complete or upon resolution of all reasons for non- issuance of a certificate identified in 14.06.B, RPR will deliver to Owner a certificate of substantial completion which shall fix the date of substantial completion and include a punch list of items to be completed or corrected before final payment.

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14.07 Final Inspection
A. Upon written notice from Contractor that the entire Work is complete, RPR will promptly make a final inspection with Owner and Contractor and will notify Contractor in writing of all particulars in which this inspection reveals that the Work, or agreed portion thereof, is incomplete or defective. Contractor shall immediately take such measures as are necessary to complete such Work or remedy such deficiencies.

14.08 Final Payment
A. Contractor may make application for final payment after Contractor has satisfactorily completed all Work defined in the Contract, including providing all maintenance and operating instructions, schedules, guarantees, bonds, certificates or other evidence of insurance, certificates of inspection, annotated record documents and other documents.

B. The final application for payment shall be accompanied (except as previously delivered) by:

1. All documentation called for in the Contract Documents;

2. Consent of the surety to final payment;

3. Satisfactory evidence that all title issues have been resolved such that title to all Work, materials, and equipment has passed to Owner free and clear of any liens or other title defects, or will so pass upon final payment;

4. A list of all disputes that Contractor believes are unsettled; and

5. Complete and legally effective releases or waivers (satisfactory to Owner) of all lien rights arising out of the Work, and of liens filed in connection with the Work.

C. The Work is complete (subject to surviving obligations) when it is ready for final payment as established by the RPR’s written recommendation of final payment.

14.09 Waiver of Claims
A. The making of final payment will not constitute a waiver by Owner of claims or rights against Contractor.

B. The acceptance of final payment by Contractor will constitute a waiver by Contractor of all claims and rights against Owner other than those pending matters that have been duly submitted.

ARTICLE 15 - SUSPENSION OF WORK AND TERMINATION

15.01 Owner May Suspend Work
A. At any time and without cause, Owner may suspend the Work or any portion thereof for a period of not more than 60 consecutive days by written notice to Contractor and RPR. Such notice will fix the date on which Work will be resumed. Contractor shall resume the Work on the date so fixed. Contractor shall be entitled to an adjustment in the Contract Price or an extension of the Contract Times, or both, directly attributable to any such suspension.

15.02 Owner May Terminate for Cause
A. Contractor’s failure to perform the Work in accordance with the Contract Documents or other failure to comply with a material term of the Contract Documents will constitute a default by Contractor and justify termination for cause.

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B. If Contractor defaults in its obligations, then after giving Contractor and any surety ten days written notice that Owner is considering a declaration that Contractor is in default and termination of the Contract, Owner may proceed to:

1. Declare Contractor to be in default, and give Contractor and any surety notice that the Contract is terminated; and

2. Enforce the rights available to Owner under any applicable performance bond.

C. Owner may not proceed with termination of the Contract under Paragraph 15.02.B if Contractor within seven days of receipt of notice of intent to terminate begins to correct its failure to perform and proceeds diligently to cure such failure.

D. Subject to the terms and operation of any applicable performance bond, if Owner has terminated the Contract for cause, Owner may exclude Contractor from the Site, take possession of the Work, incorporate in the Work all materials and equipment stored at the Site or for which Owner has paid Contractor but which are stored elsewhere, and complete the Work as Owner may deem expedient.

E. In the case of a termination for cause, if the cost to complete the Work, including related claims, costs, losses, and damages, exceeds the unpaid contract balance, Contractor shall pay the difference to Owner.

15.03 Owner May Terminate for Convenience
A. Upon seven days written notice to Contractor, Owner may, without cause and without prejudice to any other right or remedy of Owner, terminate the Contract. In such case, Contractor shall be paid for, without duplication of any items:

1. Completed and acceptable Work executed in accordance with the Contract Documents prior to the effective date of termination, including fair and reasonable sums for overhead and profit on such Work;

2. Expenses sustained prior to the effective date of termination in performing services and furnishing labor, materials, or equipment as required by the Contract Documents in connection with uncompleted Work, plus fair and reasonable sums for overhead and profit on such expenses; and

3. Other reasonable expenses directly attributable to termination, including costs incurred to prepare a termination for convenience cost proposal.

B. Contractor shall not be paid on account of loss of anticipated overhead, profits, or revenue, or other economic loss arising out of or resulting from such termination.

ARTICLE 16 - CONTRACTOR’S REPRESENTATIONS

16.01 Contractor Representations
A. Contractor makes the following representations when entering into this Contract:

1. Contractor has examined and carefully studied the Contract Documents, and any data and reference items identified in the Contract Documents.

2. Contractor has visited the Site, conducted a thorough visual examination of the Site and adjacent areas, and become familiar with and is satisfied as to the general, local, and Site conditions that may affect cost, progress, and performance of the Work.

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3. Contractor is familiar with and is satisfied as to all Laws and Regulations that may affect cost, progress, and performance of the Work.

4. Contractor has considered the information known to Contractor itself; information commonly known to contractors doing business in the locality of the Site; information and observations obtained from visits to the Site; the Contract Documents; and the Site- related reports and drawings identified in the Contract Documents, with respect to the effect of such information, observations, and documents on:
a. The cost, progress, and performance of the Work;
b. The means, methods, techniques, sequences, and procedures of construction to be employed by Contractor; and
c. Contractor’s safety precautions and programs.

5. Based on the information and observations referred to in the preceding paragraph, Contractor agrees that no further examinations, investigations, explorations, tests, studies, or data are necessary for the performance of the Work at the Contract Price, within the Contract Times, and in accordance with the other terms and conditions of the Contract.

6. Contractor is aware of the general nature of work to be performed by Owner and others at the Site that relates to the Work as indicated in the Contract Documents.

7. Contractor has given RPR written notice of all conflicts, errors, ambiguities, or discrepancies that Contractor has discovered in the Contract Documents, and the written resolution thereof by RPR is acceptable to Contractor.

8. The Contract Documents are generally sufficient to indicate and convey understanding of all terms and conditions for performance and furnishing of the Work.

9. Contractor’s entry into this Contract constitutes an incontrovertible representation by Contractor that, without exception, all prices in the Contract are premised upon performing and furnishing the Work required by the Contract Documents.

ARTICLE 17 - MISCELLANEOUS

17.01 Cumulative Remedies
A. The duties and obligations imposed by this Contract and the rights and remedies available hereunder to the parties hereto are in addition to, and are not to be construed in any way as a limitation of, any rights and remedies available to any or all of them which are otherwise imposed or available by Laws or Regulations, by special warranty or guarantee, or by other provisions of the Contract. The provisions of this paragraph will be as effective as if repeated specifically in the Contract Documents in connection with each particular duty, obligation, right, and remedy to which they apply.

17.02 Limitation of Damages
A. Neither Owner, RPR, nor any of their officers, directors, members, partners, employees, agents, consultants, or subcontractors, shall be liable to Contractor for any claims, costs, losses, or damages sustained by Contractor on or in connection with any other project or anticipated project.

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17.03 No Waiver
A. A party’s non-enforcement of any provision shall not constitute a waiver of that provision, nor shall it affect the enforceability of that provision or of the remainder of this Contract.

17.04 Survival of Obligations
A. All representations, indemnifications, warranties, and guarantees made in, required by, or given in accordance with the Contract, as well as all continuing obligations indicated in the Contract, will survive final payment, completion, and acceptance of the Work or termination or completion of the Contract or termination of the services of Contractor.

17.05 Contractor’s Certifications
A. Contractor certifies that it has not engaged in corrupt, fraudulent, collusive, or coercive practices in competing for or in executing the Contract.

17.06 Controlling Law and Venue
A. This Contract is to be governed by the law of the state of California and, in the event of litigation, venue will be in the County of San Mateo.

17.07 Notices
A. All notices shall be in writing, and delivered in person, or transmitted by certified mail, postage prepaid. Notices required to be given to Owner or Contractor shall be addressed as appears in the signature block at the end of this Contract.

17.08 No Partnership or Agency
A. Nothing in this Contract nor in the contract documents shall be deemed to constitute a partnership in law between Owner and Contractor, or any subcontractor, to constitute either party as an agent of the other for any purpose; or to entitle either party to commit or bind the other in any manner unless expressly agreed upon in the contract documents.

17.09 Severability
A. If any part or provision of the contract documents is determined by any court to be illegal, invalid, or unenforceable, in whole or in part, the contract documents shall continue to be valid as to its other provisions and the remainder of the affected provision, unless it can be concluded from the circumstances that, in the absence of the provisions found to be null and void, the parties would not have entered into the contract documents. The parties shall use all reasonable efforts to replace any and all provisions or parts found to be null and void with provisions that are valid under the applicable law and come closest to their original intention.

17.10 Waiver
A. None of the following shall operate as a waiver of any provision of the contract documents, or of any power herein reserved by the Owner, or any right to damages herein provided: 1) inspection by the Owner or its authorized agents or representatives; 2) any order or certificate for payment, or any payment for, or acceptance of the whole or any party of the work by the Owner; 3) an extension of time; or 4) any position taken by the Owner or its authorized agents or representatives.

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17.11 Warranty
A. Contractor warrants and guarantees that the materials and equipment provided shall be at least of the quality specified and new unless otherwise required or permitted by the contract documents and, if no quality is specified, then the materials and equipment shall be of commercial grade, suitable for heavy public use in facilities of similar size and complexity,, that the work performed hereunder will be free from defects, and that the work will conform to the requirements of the contract documents.

IN WITNESS WHEREOF, Owner and Contractor have signed this Contract.

This Contract will be effective on __________________ (which is the Effective Date of the Contract).

OWNER: CONTRACTOR:

By: Azalea Mitch By: Eric Newton
Title: Director of Public Works Title: President
Address for giving notices: Address for giving notices:
330 West 20th Avenue 2436 Broad Street
San Mateo, CA 94403 San Luis Obispo, CA 93401
License No.: CA License # 783608
(where applicable)

APPROVED AS TO FORM
Linh Nguyen
Assistant City Attorney

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EXHIBIT A
CONTRACTOR’S PROPOSAL

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EXHIBIT B

INSURANCE REQUIREMENTS FOR CONSTRUCTION CONTRACTS
ARTICLE 18 - MINIMUM SCOPE AND LIMIT OF INSURANCE

18.01 Contractor shall procure and maintain for the duration of the contract, and for five (5) years thereafter, insurance 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, his agents, representatives, employees, or subcontractors.

18.02 Coverage shall be at least as broad as:

A. Commercial General Liability (CGL): Insurance Services Office (ISO) 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 $5,000,000 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.

B.Automobile Liability: Insurance Services Office Form CA 0001 covering Code 1 (any auto), with limits no less than $5,000,000 per accident for bodily injury and property damage.

C.Workers’ Compensation insurance as required by the State of California, with Statutory Limits, and Employers’ Liability insurance with a limit of no less than $1,000,000 per accident for bodily injury or disease.

D.Builder’s Risk (Course of Construction) insurance utilizing an “All Risk” (Special Perils) coverage form, with limits equal to the completed value of the project and no coinsurance penalty provisions.

E.Surety Bonds as described below.

F.Professional Liability (if Design/Build), with limits no less than $2,000,000 per occurrence or claim, and $2,000,000 policy aggregate.

G.Contractors’ Pollution Legal Liability and/or Asbestos Legal Liability and/or Errors and Omissions (if project involves environmental hazards) with limits no less than $1,000,000 per occurrence or claim, and $2,000,000 policy aggregate.

18.03 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.

18.04 Self-Insured Retentions. Self-insured retentions must be declared to and approved by the City. At the option of the City, either: the contractor shall cause the insurer shall to reduce or eliminate such self-insured retentions as respects the City, its officers, officials, employees, and volunteers; or the Contractor shall provide a financial guarantee satisfactory to the City guaranteeing payment of losses and related investigations, claim administration, and defense expenses. The

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

ARTICLE 19 - OTHER INSURANCE PROVISIONS

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

A.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 operations performed by or on behalf of the Contractor including materials, parts, or equipment furnished in connection with such work or operations and automobiles owned, leased, hired, or borrowed by or on behalf of the Contractor. 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, CG 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).

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

C. Each insurance policy required by this clause shall provide that coverage shall not be canceled, except with notice to the City.

19.02 Builder’s Risk (Course of Construction) Insurance A. Contractor may submit evidence of Builder’s Risk insurance in the form of Course of Construction coverage. Such coverage shall name the City as a loss payee as their interest may appear.

B. If the project does not involve new or major reconstruction, at the option of the City, an Installation Floater may be acceptable. For such projects, a Property Installation Floater shall be obtained that provides for the improvement, remodel, modification, alteration, conversion or adjustment to existing buildings, structures, processes, machinery and equipment. The Property Installation Floater shall provide property damage coverage for any building, structure, machinery or equipment damaged, impaired, broken, or destroyed during the performance of the Work, including during transit, installation, and testing at the City’s site.

19.03 Claims Made Policies
A. If any coverage required is written on a claims-made coverage form:

1. The retroactive date must be shown, and this date must be before the execution date of the contract or the beginning of contract work.

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

3. If coverage is cancelled or non-renewed, and not replaced with another claims-made policy form with a retroactive date prior to the contract effective, or start of work date, the Contractor must purchase extended reporting period coverage for a minimum of five (5) years after completion of contract work.

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4. A copy of the claims reporting requirements must be submitted to the City for review.

5. If the services involve lead-based paint or asbestos identification/remediation, the Contractors Pollution Liability policy shall not contain lead-based paint or asbestos exclusions. If the services involve mold identification/remediation, the Contractors Pollution Liability policy shall not contain a mold exclusion, and the definition of Pollution shall include microbial matter, including mold.

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

19.05 Waiver of Subrogation
A.Contractor hereby agrees to waive rights of subrogation which any insurer of Contractor may acquire from Contractor by virtue of the payment of any loss. Contractor agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation. The Workers’ Compensation policy shall be endorsed with a waiver of subrogation in favor of the City for all work performed by the Contractor, its employees, agents and subcontractors.

19.06 Verification of Coverage
A. Contractor shall furnish the City with original Certificates 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 and Endorsement Page of the CGL policy listing all policy endorsements to 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 reserves the right to require complete, certified copies of all required insurance policies, including endorsements, required by these specifications, at any time.

19.07 Subcontractors
A. Contractor shall require and verify that all subcontractors maintain insurance meeting all requirements stated herein, and Contractor shall ensure that City is an additional insured on insurance required from subcontractors. For CGL coverage, subcontractors shall provide coverage with a form at least as broad as CG 20 38 04 13.

19.08 Surety Bonds.

A. Contractor shall provide the following Surety Bonds:

1. Performance Bond

2. Payment Bond

3. Maintenance Bond
B. The Payment Bond and the Performance Bond shall be in a sum equal to the contract price.

If the Performance Bond provides for a one-year warranty a separate Maintenance Bond is not necessary. If the warranty period specified in the contract is for longer than one year a Maintenance Bond equal to 10% of the contract price is required. Bonds shall be duly executed by a responsible corporate surety, authorized to issue such bonds in the State of California and secured through an authorized agent with an office in California.

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19.09 Special Risks or Circumstances.

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

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CITY OF SAN MATEO
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CITY OF SAN MATEO
Agenda Report
City Hall
330 W. 20th Avenue
San Mateo CA 94403
www.cityofsanmateo.org
Agenda Number: 5 Section Name: CONSENT CALENDAR Account Number: 21-4678 File ID: 23-7137 TO: City Council
FROM: Drew Corbett, City Manager
PREPARED BY: Public Works Department
MEETING DATE: February 21, 2023
SUBJECT:

Poplar at Golf Course Trash Capture Project – Agreement RECOMMENDATION:

Approve an agreement with GSW Construction, Inc. for the Poplar at Golf Course Trash Capture Project in the amount of $519,938; establish a contingency reserve in the amount of $52,000; and authorize the Public Works Director to execute the agreement in substantially the form presented and issue change orders within the amount of the contingency reserve.

BACKGROUND:

The Poplar at Golf Course Trash Capture Project (Project) is part of the City’s plan to achieve compliance with the San Francisco Bay Regional Water Quality Control Board’s (RWQCB) Municipal Regional Stormwater Permit. The permit requires reduction of trash and litter, relative to 2009 baseline values, by 90% by June 20, 2023 and by 100% by June 30, 2025. The City currently receives trash reduction credits through existing trash capture devices, street sweeping, source control measures, creek and shoreline cleans ups, and other control mechanisms. The City is currently at 83.3% trash capture reduction and this project will provide approximately 12% of additional reduction and allow the City to remain on schedule with the permit compliance requirements. The Project consists of installing four full-capture screen devices within an existing concrete-lined storm drainage channel adjacent to the Poplar Creek Golf Course.

The Project was advertised on December 16, 2022, and a total of ten (10) bids were received and opened on January 12, 2023. The bids received are listed below in order of increasing bid amount.

Company Name Total Bid Amount
GSW Construction, Inc. $519,938
Paulson Cox Construction, Inc. $531,888
GradeTech, Inc. $533,090
Valentine Corporation $553,369
Cazadoro Construction, Inc. $581,660
Granite Rock Company $596,880
Beals Martin and Associates, Inc. $599,995
Golden Bay Construction, Inc. $639,440
Kerex Engineering, Inc. $639,440
Kingdom Pipelines, Inc. $662,000
The engineer’s estimate is $640,000. Staff reviewed the bids and determined that GSW Construction, Inc. is the lowest responsive and responsible bidder. Therefore, staff recommends for GSW Construction, Inc. to be awarded this construction contract.

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CITY OF SAN MATEO
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BUDGET IMPACT:

Sufficient funds are available in the Poplar at Golf Course Trash Capture Project (460059) for this agreement.

ENVIRONMENTAL DETERMINATION:

On March 21, 2022, the City Council adopted a mitigated negative declaration finding that the Project will not result in a significant effect on the environment. (CEQA Guidelines Section 15074.)

NOTICE PROVIDED
All meeting noticing requirements were met.

ATTACHMENTS
Att 1 - Agreement

STAFF CONTACT
Elton Yee, Associate Engineer
[email protected]
(650) 522-7320

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AGREEMENT WITH GSW CONSTRUCTION, INC.

FOR PUBLIC IMPROVEMENT
FOR

POPLAR AT GOLF COURSE TRASH CAPTURE PROJECT
CITY PROJECT NO. 460059-46000-1010-46350
THIS AGREEMENT FOR PUBLIC IMPROVEMENTS (“Agreement”), made and entered into in the City of San Mateo, County of San Mateo, State of California, by and between the CITY OF SAN MATEO, a municipal corporation existing under the laws of the State of California, (hereinafter called "City") and GSW CONSTRUCTION, INC., a corporation, with offices at 101 The Embarcadero, Suite 123, San Francisco, CA 94105 (hereinafter called "Contractor"), entered into this day of ____________________.

RECITALS:
(a) City has taken appropriate proceedings to authorize construction of the public work and improvements or other matters herein provided, and execution of this Agreement. (b) A notice was duly published for bids for the contract for the improvement hereinafter described.
(c) After notice duly given, on the date hereof, the City awarded the contract for the construction of the improvements hereinafter described to Contractor.

IT IS AGREED, as follows:

1. Scope of Work. Contractor shall perform the work according to the Contract Book entitled:

POPLAR AT GOLF COURSE TRASH CAPTURE PROJECT
CITY PROJECT NO. 460059-46000-1010-46350

2. Contract Price. City shall pay, and the Contractor shall accept, the sum of five hundred nineteen thousand nine hundred thirty-eight dollars ($519,938) in full payment for the work set forth above.

Said price is determined by the prices contained in Contractor's bid, and shall be paid as described in the Contract Book. In the event work is performed or materials furnished in addition to or a reduction of those set forth in Contractor's bid and the specifications herein, such work and materials will be paid for as described in the Contract Book.

3. The Contract Documents. The complete contract consists of the following documents: this Agreement; the Notice Inviting Sealed Proposals; the Accepted Proposal; the Contract Book which includes the Special Provisions and Contract Drawings, Addendum Number 1 and 2 issued to the Contract Book, the Caltrans Standard Plans and Specifications 2018 Edition and Caltrans Revised

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Standard Specifications dated April 16, 2021, the Faithful Performance Bond, and the Labor and Material Bond (hereinafter referred to as the “contract documents”).

All rights and obligations of City and Contractor are fully set forth and described in the contract documents. The contract documents constitute the entire contract between the parties hereto pertaining to the subject matter hereof, fully supersede any and all prior understandings, representations, warranties and agreements between the parties hereto, or any of them, pertaining to the subject matter hereof, and may be modified only by written agreement signed by all of the parties hereto.

All of the above-named documents are complementary and are intended to operate in harmony, so that any work called for in one, and not mentioned in the other, or vice versa, is to be executed the same as if mentioned in all said documents. In the event of any variation or discrepancy between any portion of this Agreement and any portion of the contract documents, this Agreement shall prevail.

The precedence of the remaining contract documents will be as specified in the Contract Book.

4. Schedule. All work shall be performed in accordance with the schedule provided pursuant to the Contract Book.

5. Performance by Sureties. In the event of any termination as hereinbefore provided, City shall immediately give written notice thereof to Contractor and Contractor's sureties, and the sureties shall have the right to take over and perform the Agreement, provided, however, that if the sureties, within 5 days after giving them said notice of termination, do not give City written notice of their intention to take over the performance thereof within 5 days after notice to City of such election, City may take over the work and prosecute the same to completion, by contract or by any other method it may deem advisable, for the account, and at the expense of Contractor, and the sureties shall be liable to City for any excess cost or damages occasioned City thereby; and, in such event, City may, without liability for so doing, take possession of, and utilize in completing the work, such materials, appliances, plant and other property belonging to Contractor as may be on the site of the work and necessary therefor.

6. Legal Work Day - Penalties for Violation. Eight hours of labor shall constitute a legal day's work.

Contractor shall not require more than 8 hours labor in a day and 40 hours in a calendar week from any person employed by Contractor in the performance of such work unless such excess work is compensated for at not less than 1-1/2 times the basic rate of pay. Contractor shall forfeit as a penalty to City the sum of $25.00 for each laborer, workman or mechanic employed in the execution of this contract by Contractor, or by any subcontractor for each calendar day during which such laborer, workman or mechanic is required or permitted to labor more than 8 hours in any calendar day and 40 hours in any one calendar week in violation of the provisions of Sections 1810 and 1816, inclusive, of the Labor Code of the State of California.

7. Prevailing Wage Scale. The prevailing wage scale as determined by the Director of Industrial Relations of the State of California, in force on the day the bid was announced, will be the minimum paid to all craftsmen and laborers working on this project. Contractor shall also require any subcontractors who work or provide any services related to the project to pay all persons performing labor or rendering service under said subcontract or other arrangement at least the general prevailing rate of wages,

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determined as set forth herein for the respective crafts and employments, including such wages for holiday and overtime work. A copy of the correct determination will be posted at the job site. It is understood that it is the responsibility of Contractor to determine the correct scale. Copies of the prevailing wage rates are on file at the City Clerk's office, however, errors or defects in the materials in the City Clerk's office will not excuse a bidder's failure to comply with the actual scale then in force.

Contractor must submit certified payrolls to the Department of Industrial Relations in accordance with Labor Code Section 1776.

Contractor agrees to comply with the City’s minimum wage ordinance as codified in Municipal Code Chapter 5.92, which differs from the state minimum wage and includes a Consumer Price Index escalator.

8. Senate Bill 854 Compliance Required. In accordance with Labor Code Sections 1725.5 and 1771.1, all contractors and subcontractors must be registered with the Department of Industrial Relations.

In accordance with Labor Code Section 1771.4 the contractor must post job site notices as required by regulation and this project will be subject to compliance monitoring and enforcement by the Department of Industrial Relations.

9. Insurance. The Contractor shall procure and maintain for the duration of the contract and five years thereafter the insurance as specified in Exhibit A of this agreement.

10. Hold Harmless and Indemnity Provision. Contractor agrees to hold harmless, defend, and indemnify the City, its elected and appointed officials, employees, and agents from and against any and all claims, loss, liability, damage, and expense arising from performance of this Agreement, including claims, loss, liability, damage, and expense caused or claimed to be caused by passive negligence of the City, its elected and appointed officials, employees, and agents; provided, however that this provision does not apply to claims, loss, liability, damage or expense arising from (a) the sole negligence or willful misconduct of the City or (b) the active negligence of the City; further provided, that this provision shall not affect the validity of any insurance contract, workers’ compensation or other agreement issued by an admitted insurer as defined by the Insurance Code. Contractor will defend City of San Mateo, its elected and appointed officials, employees, and agents, against any such claims.

11. Attorney Fees. Attorney fees in total amount not exceeding $5,000 shall be recoverable as costs (that is, by the filing of a cost bill) by the prevailing party in any action or actions to enforce the provisions of the contract documents. The above $5,000 limit is the total of attorney fees recoverable whether in the trial court, appellate court, or otherwise, and regardless of the number of attorneys, trials, appeals or actions. It is the intent that neither party to this Agreement shall have to pay the other more than $5,000 for attorney fees arising out of an action, or actions, to enforce the provisions of the contract documents. The parties expect and hope there will be no litigation and that any differences will be resolved amicably.

12. Mediation. Should any dispute arise out of this Agreement, any party may request that it be submitted to mediation. The parties shall meet in mediation within 30 days of a request. The mediator shall be agreed to by the mediating parties; in the absence of an agreement, the parties shall each submit one name from mediators listed by either the American Arbitration Association,

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the California State Board of Mediation and Conciliation, or other agreed-upon service. The mediator shall be selected by a blind draw.

The cost of mediation shall be borne equally by the parties. Neither party shall be deemed the prevailing party. No party shall be permitted to file a legal action without first meeting in mediation and making a good faith attempt to reach a mediated settlement. The mediation process, once commenced by a meeting with the mediator, shall last until agreement is reached by the parties but not more than 60 days, unless the maximum time is extended by the parties.

13. Provisions Cumulative. The provisions of this agreement are cumulative, and in addition to and not in limitation of, any other rights or remedies available to City.

14. Notices. All notices shall be in writing, and delivered in person or transmitted by certified mail, postage prepaid.
a. Notices required to be given to City shall be addressed as follows:

Director of Public Works
City of San Mateo
330 West 20th Avenue
San Mateo, CA 94403
Notices required to be given to Contractor shall be addressed as appears in the signature block as shown on the Bidder's Statement.

15. Interpretation. As used herein any gender includes each other gender, the singular includes the plural and vice versa.

16. Governing Law and Venue. This Agreement, the contract documents, and the performance hereon shall be governed, interpreted, construed, and regulated by the laws of the State of California. The parties agree that any action related to this Agreement or the contract documents will be venued in the County of San Mateo.

17. Headings. The title and headings of the various sections of this Agreement and the contract documents are intended solely for convenience of reference and are not intended to explain, modify, or place any construction on any provisions.

18. No Partnership or Agency. Nothing in this Agreement nor the contract documents shall be deemed to constitute a partnership in law between City and Contractor, or any sub-contractor, to constitute either party as an agent of the other for any purpose; or to entitle either party to commit or bind the other in any manner unless expressly agreed upon in the contract documents.

19. Severability. If any part or provision of the contract documents is determined by any court to be illegal, invalid, or unenforceable, in whole or in part, the contract documents shall continue to be valid as to its other provisions and the remainder of the affected provision, unless it can be concluded from the circumstances that, in the absence of the provisions found to be null and void,

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the parties would not have entered into the contract documents. The parties shall use all reasonable efforts to replace any and all provisions or parts found to be null and void with provisions that are valid under the applicable law and come closest to their original intention.

20. Waiver. None of the following shall operate as a waiver of any provision of the contract documents, or of any power herein reserved by the City, or any right to damages herein provided: 1) inspection by the City or its authorized agents or representatives; 2) any order or certificate for payment, or any payment for, or acceptance of the whole or any part of the work by the City; 3) an extension of time; or 4) any position taken by the City or its authorized agents or representatives.

21. Warranty. Contractor warrants and guarantees that the materials and equipment provided shall be at least of the quality specified and new unless otherwise required or permitted by the contract documents, and, if no quality is specified, then the materials and equipment shall be of commercial grade, suitable for heavy public use in facilities of similar size and complexity, that the work performed hereunder will be free from defects, and that the work will conform to the requirements of the contract documents.
[SIGNATURE PAGE FOLLOWS]

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IN WITNESS WHEREOF, this agreement between the CITY OF SAN MATEO and GSW CONSTRUCTION INC. has been duly executed by the parties hereinabove named, as of the day and year first above written.

CITY OF SAN MATEO CONTRACTOR
Azalea Mitch
Public Works Director
Date Cody Gunning
Its Authorized Agent
Vice President
If a Corporation, can be either 1)
President or 2) Vice President plus an
additional corporate officer (i.e.,
Secretary, Treasurer) who shall sign
below.

Date

APPROVED AS TO FORM ADDITIONAL CORPORATE OFFICER
(if necessary per the above)
Linh Nguyen
Assistant City Attorney
Date Jeffrey Ward
Treasurer
Date
Attachments:

Exhibit A: Insurance Requirements

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Exhibit A
Insurance Requirements for Construction Contracts
Contractor shall procure and maintain for the duration of the contract, and for x years thereafter, insurance 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, his agents, representatives, employees, or subcontractors.

MINIMUM SCOPE AND LIMIT OF INSURANCE
Coverage shall be at least as broad as:

1.Commercial General Liability (CGL): Insurance Services Office (ISO) 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 $5,000,000 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.

2.Automobile Liability: Insurance Services Office Form CA 0001 covering Code 1 (any auto), with limits no less than $5,000,000 per accident for bodily injury and property damage.

3.Workers’ Compensation insurance as required by the State of California, with Statutory Limits, and Employers’ Liability insurance with a limit of no less than $1,000,000 per accident for bodily injury or disease.

4.Surety Bonds as described below.

5.Contractors’ Pollution Legal Liability and/or Asbestos Legal Liability and/or Errors and Omissions (if project involves environmental hazards) with limits no less than $1,000,000 per occurrence or claim, and $2,000,000 policy aggregate.

If the contractor maintains broader coverage and/or higher limits than the minimums shown above, the Entity requires and shall be entitled to the broader coverage and/or 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 Entity.

Self-Insured Retentions
Self-insured retentions must be declared to and approved by the Entity. At the option of the Entity, either: the contractor shall cause the insurer shall to reduce or eliminate such self-insured retentions as respects the Entity, its officers, officials, employees, and volunteers; or the Contractor shall provide a financial guarantee satisfactory to the Entity guaranteeing payment of losses and related investigations, claim administration, and defense expenses. The policy language shall provide, or be endorsed to provide, that the self-insured retention may be satisfied by either the named insured or Entity.

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

1.The Entity, 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 operations performed by or on behalf of the Contractor including materials, parts, or equipment furnished in connection with such work or operations and automobiles owned, leased, hired, or borrowed by or on behalf of the Contractor. 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, CG 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).

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2. For any claims related to this project, the Contractor’s insurance coverage shall be primary insurance coverage at least as broad as ISO CG 20 01 04 13 as respects the Entity, its officers, officials, employees, and volunteers. Any insurance or self-insurance maintained by the Entity, its officers, officials, employees, or volunteers shall be excess of the Contractor’s insurance and shall not contribute with it.

3. Each insurance policy required by this clause shall provide that coverage shall not be canceled, except with notice to the Entity.

Builder’s Risk (Course of Construction) Insurance
Contractor may submit evidence of Builder’s Risk insurance in the form of Course of Construction coverage. Such coverage shall name the Entity as a loss payee as their interest may appear.

If the project does not involve new or major reconstruction, at the option of the Entity, an Installation Floater may be acceptable. For such projects, a Property Installation Floater shall be obtained that provides for the improvement, remodel, modification, alteration, conversion or adjustment to existing buildings, structures, processes, machinery and equipment. The Property Installation Floater shall provide property damage coverage for any building, structure, machinery or equipment damaged, impaired, broken, or destroyed during the performance of the Work, including during transit, installation, and testing at the Entity’s site.

Claims Made Policies – (If at all possible avoid and require occurrence type CGL policies) If any coverage required is written on a claims-made coverage form:

1. The retroactive date must be shown, and this date must be before the execution date of the contract or the beginning of contract work.

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

3. 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, or start of work date, the Contractor must purchase extended reporting period coverage for a minimum of five (5) years after completion of contract work.

4. A copy of the claims reporting requirements must be submitted to the Entity for review.

Acceptability of Insurers
Insurance is to be placed with insurers authorized to conduct business in the state with a current A.M.

Best rating of no less than A: VII, unless otherwise acceptable to the Entity.

Waiver of Subrogation
Contractor hereby agrees to waive rights of subrogation which any insurer of Contractor may acquire from Contractor by virtue of the payment of any loss. Contractor agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation. The Workers’ Compensation policy shall be endorsed with a waiver of subrogation in favor of the Entity for all work performed by the Contractor, its employees, agents and subcontractors.

Verification of Coverage
Contractor shall furnish the Entity with original Certificates 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 and Endorsement Page of the CGL policy listing all policy

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endorsements to Entity 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 Entity reserves the right to require complete, certified copies of all required insurance policies, including endorsements, required by these specifications, at any time.

Subcontractors
Contractor shall require and verify that all subcontractors maintain insurance meeting all the requirements stated herein, and Contractor shall ensure that Entity is an additional insured on insurance required from subcontractors. For CGL coverage subcontractors shall provide coverage with a form at least as broad as CG 20 38 04 13.

Surety Bonds
Contractor shall provide the following Surety Bonds:

1. Bid bond

2. Performance bond

3. Payment bond

4. Maintenance bond
The Payment Bond and the Performance Bond shall be in a sum equal to the contract price. If the Performance Bond provides for a one-year warranty a separate Maintenance Bond is not necessary. If the warranty period specified in the contract is for longer than one year a Maintenance Bond equal to 10% of the contract price is required. Bonds shall be duly executed by a responsible corporate surety, authorized to issue such bonds in the State of California and secured through an authorized agent with an office in California.

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

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CITY OF SAN MATEO
Agenda Report
City Hall
330 W. 20th Avenue
San Mateo CA 94403
www.cityofsanmateo.org
Agenda Number: 6 Section Name: CONSENT CALENDAR Account Number: 10-4666 File ID: 23-7145 TO: City Council
FROM: Drew Corbett, City Manager
PREPARED BY: Public Works Department
MEETING DATE: February 21, 2023
SUBJECT:

US 101/State Route 92 Interchange and Multimodal Improvements Project – Letter of Support RECOMMENDATION:

Authorize the Mayor to sign a letter of support on behalf of the City of San Mateo to Secretary of Transportation Pete Buttigieg for the San Mateo County Transportation Authority's requests for grant funding.

BACKGROUND:

The San Mateo County Transportation Authority (TA) is seeking a letter of support from the City in support of their 2023 Rebuilding American Infrastructure with Sustainability and Equity (RAISE) Grant application for the United States Highway 101 and State Route 92 (US 101/SR 92) Interchange and Multimodal Improvements Project (Project). The RAISE application is co-sponsored by the TA and the California Department of Transportation (Caltrans). The project will be implemented in partnership with the City and County Association of Governments of San Mateo County (C/CAG), the City of San Mateo, and the San Mateo County Transit District (SamTrans).

If awarded, RAISE grant funding will support construction activities to improve the highway interchange and nearby facilities, add dedicated bicycle facilities and pedestrian access improvements on 19th Avenue/Fashion Boulevard, as well as provide a new multimodal mobility hub at the existing Caltrans Park and Ride parking lot that is planned to include increased transit service connectivity, electric vehicle charging stations, bicycle parking, and pedestrian safety and accessibility improvements. The City has co-sponsored prior grant applications related to this project and secured funding for feasibility and design of the associated bicycle facilities on 19th Avenue/Fashion Island Boulevard.

The Project will ease congestion by improving traffic flow, improve safety by reducing hazardous vehicle weaving incidents by as much as 40%, and enhance local connections to and from the highway. The proposed bicycle facilities, pedestrian improvements, and new transit mobility hub aim to support commute alternatives and improve local access for all modes of transportation. These project benefits will serve a number of communities in the area, including the Shoreview Lakeshore, Laguna Vista, and Glendale Village neighborhoods.

BUDGET IMPACT:

There is no budgetary impact associated with approving this letter of support.

ENVIRONMENTAL DETERMINATION:

This action is not a project subject to CEQA, because it is an organizational or administrative activity that will not result in direct or indirect physical changes in the environment. (CEQA Guidelines Section 15378(b)(5).)

NOTICE PROVIDED
All meeting noticing requirements were met.

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ATTACHMENTS
Att 1 - Letter of Support

STAFF CONTACT
Sue-Ellen Atkinson, Principal Transportation Planner
[email protected]
(650) 522-7288

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· Main Line (650) 522-7000 ·

February 21, 2023
Secretary Pete Buttigieg
U.S. Department of Transportation
1200 New Jersey Avenue, SE
Washington DC, 20590
Subject: LETTER OF SUPPORT FOR 2023 RAISE FUNDING APPLICATION FOR US 101/SR 92 INTERCHANGE AND

MULTIMODAL IMPROVEMENTS PROJECT
Dear Secretary Buttigieg:

On behalf of the City of San Mateo, I write in support of the United States Highway 101 and State Route 92 (US 101 /SR 92) Interchange and Multimodal Improvements Project application for the 2023 Rebuilding American Infrastructure with Sustainability and Equity (RAISE) Grant Program. This RAISE application is co- sponsored by the San Mateo County Transportation Authority (TA) and the California Department of Transportation (Caltrans). The project will be implemented in partnership with the City and County Association of Governments of San Mateo County (C/CAG), the City of San Mateo and the San Mateo County Transit District (SamTrans).

If awarded, RAISE grant funding will support construction activities to improve the highway interchange, add dedicated bicycle facilities and pedestrian access improvements, as well as provide a new multimodal mobility hub that is planned to include increased transit service connectivity, Electric Vehicle charging stations, bicycle parking, and pedestrian safety and accessibility improvements.

The US 101/SR 92 Interchange and Multimodal Improvements Project will serve essential connections to the San Francisco Airport, South San Francisco biotech industries, the Silicon Valley as well as major East Bay destinations. Under normal conditions, over 345,000 vehicles travel through the US 101/ SR 92 interchange and it continues to be identified as one of the worst interchanges in the County in terms of congestion and extended delays. These delays often result in miles of traffic in multiple directions as well as significant congestion on local streets and potential delays to local bus routes and commuter shuttles that serve the area. This area also experiences above-average rates of collisions due to unsafe vehicle merging patterns; as well as the lack of bicycling and pedestrian friendly facilities. These safety impacts pose a major barrier to meeting climate action goals and creating a sustainable transportation system.

The Project will ease congestion by improving traffic flow, improving safety by reducing hazardous vehicle weaving incidents by as much as 40%, and enhancing local connections to and from the highway. The proposed bicycle facilities, pedestrian improvements, and new transit mobility hub aim to support commute alternatives and improve local access for all modes of transportation. The mobility hub is being considered

CITY OF SAN MATEO

OFFICE OF THE MAYOR

330 W. 20th Avenue
San Mateo, CA 94403
www.cityofsanmateo.org
(650) 522-7000

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· Main Line (650) 522-7000 ·
to serve as a midpoint connection for SamTrans’ highest ridership route, the ECR; as well as a future express bus service. The expected increase in the use of sustainable modes of travel, namely walking; cycling and use of transit, will also help reduce GHG emissions and improve overall quality of life.

These project benefits will serve surrounding communities, including the Shoreview neighborhood (in San Mateo) that falls within Metropolitan Transportation Commission’s Equity Priority Communities and DOT- defined Historically-Disadvantaged Communities. Immediately south of the interchange, the project will also serve the Lakeshore, Laguna Vista, and Glendale Village - neighborhoods in the City of San Mateo that fall within C/CAG’s Countywide Bicycle & Pedestrian Plan Equity Areas and San Mateo County Transit District’s (SamTrans) Equity Priority Zones.

As we all work together to improve our multimodal transportation system to equitably serve all road users, move more people in fewer vehicles, help reduce carbon emissions and ease congestion, we understand the long-term benefits this regionally significant project could bring to San Mateo County and the entire Bay Area. We hope you will prioritize this Project for RAISE Grant funding.

Thank you for your time and consideration.

Sincerely,
Amourence Lee
Mayor

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CITY OF SAN MATEO
Agenda Report
City Hall
330 W. 20th Avenue
San Mateo CA 94403
www.cityofsanmateo.org
Agenda Number: 7 Section Name: CONSENT CALENDAR Account Number: 25-3112 File ID: 23-7162 TO: City Council
FROM: Drew Corbett, City Manager
PREPARED BY: City Manager's Office
MEETING DATE: February 21, 2023
SUBJECT:

General Plan Update – Supplemental Budget Appropriation and Contract Amendment RECOMMENDATION:

Adopt a Resolution to appropriate $79,340 from the Advance Planning Fund to the General Plan Update project; approve Amendment No. 4 to the agreement with PlaceWorks Inc. for the General Plan Update to modify the scope of work and increase the contract amount by $79,340 for a total not to exceed of $2,617,410 for the purpose of completing a Climate Action Plan Technical Update for General Plan consistency; and authorize the City Manager to execute the amendment in substantially the form presented.

BACKGROUND:

The Climate Action Plan (CAP) was adopted by the City Council in April 2020, establishing a strategic pathway to reduce greenhouse gas (GHG) emissions with reduction target commitments for 2020, 2030, and 2050 based on State laws at the time. The CAP was developed to meet a series of criteria to serve as a qualified GHG reduction strategy that allows new development projects that are consistent with the CAP to streamline their environmental review. Although the CAP was recently updated and adopted, the City’s 2040 General Plan Update and new State laws necessitate a partial and focused technical update to the CAP so that the CAP will maintain consistency with the 2040 General Plan when adopted and can continue to serve as a qualified GHG reduction strategy.

In September 2022, the Governor signed AB 1279 into law, codifying the State’s commitment to be carbon neutral by 2045. As part of this commitment, AB 1279 directs a minimum statewide reduction of GHGs to at least 85% below 1990 levels by 2045. In addition, the Bay Area Air Quality Management District (BAAQMD) approved new thresholds of significance for use in determining whether a proposed project, including general plans, will have a significant impact on climate change. The 2040 General Plan Environmental Impact Report (EIR) will follow this guidance for the assessment of potential impacts related to buildout.

The CAP, as currently adopted, proposes to reduce emissions based on per-capita targets in the 2017 California Air Resources Board (CARB) Climate Change Scoping Plan for the years 2030 and 2050. The 2022 CARB Scoping Plan no longer recommends the use of per-capita targets for local jurisdictions. Additionally, the CAP does not establish a reduction target for 2045. Because the 2040 General Plan Update and EIR will reflect the new State laws and BAAQMD Guidance, the 2040 General Plan, once adopted, would no longer align with the CAP. It is important for the CAP to be consistent with 2040 General Plan and State reduction targets because the CAP serves as a qualified GHG reduction strategy. Staff is seeking City Council approval of Agreement Amendment No. 4 to amend the scope of work with PlaceWorks Inc. to perform a partial and focused technical update of the CAP to ensure that it maintains consistency with the 2040 General Plan.

The CAP technical update will focus on updating quantitative data points, including providing a 2019 GHG inventory and updating GHG reduction targets and forecasts to align with State laws and regional guidance for the new 2045 horizon

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year. This scope of work will not provide a comprehensive review and update of the CAP’s GHG reduction measures. Staff is actively working on implementation of CAP measures, and modifications to the GHG reduction measures is not necessary to maintain General Plan consistency. Tentatively, staff is planning to prepare a 2025 GHG inventory to quantify the City’s progress towards reduction targets. Staff will continue to provide annual qualitative updates to the Sustainability and Infrastructure Commission and City Council on CAP implementation. A comprehensive update to the CAP will be evaluated as CAP implementation progresses.

BUDGET IMPACT:

The proposed contract amendment and accompanying budget appropriation has no impact to the City’s General Fund. The additional $79,340 funding requested for this project is expected to cover consultant services for this analysis. Council approval is requested to appropriate $79,340 from available fund balance in the Advance Planning Fund (Fund 225) to the General Plan Update project.

ENVIRONMENTAL DETERMINATION:

This amendment is not a project subject to CEQA, because it is an organizational or administrative activity that will not result in direct or indirect physical changes in the environment. (CEQA Guidelines Section 15378(b)(5).)

NOTICE PROVIDED
All meeting noticing requirements were met.

ATTACHMENTS
Att 1 – Proposed Resolution
Att 2 – Amendment No. 4 to Agreement with PlaceWorks, Inc.

STAFF CONTACT
Andrea Chow, Sustainability Analyst
[email protected]
(650) 522-7007
Zachary Dahl, Deputy Community Development Director
[email protected]
(650) 522-7207

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CITY OF SAN MATEO
RESOLUTION NO. ____ (2023)
APPROPRIATING FUNDS AND AUTHORIZING EXECUTION OF NO. 4 TO THE AGREEMENT WITH PLACEWORKS INC. FOR PROFESSIONAL CONSULTANT SERVICES FOR TECHNICAL UPDATE TO THE CLIMATE ACTION PLAN TO

MAINTAIN CONSISTENCY WITH THE UPDATED GENERAL PLAN
WHEREAS, in April 2018, the City Council approved a $1,254,733 Agreement with PlaceWorks Inc. for professional consultant services for the General Plan update and Environmental Impact Report project (“Project”); and
WHEREAS, in April 2019, the City Council approved an additional amount of $739,588 (for a total not-to- exceed amount of $1,994,321), an amendment to the scope of services and extended the term to December 31, 2023; and
WHEREAS, in August 2020, the City Council approved an additional amount of $197,140 (for a total not- to-exceed amount of $2,191,461) and an amendment to the scope of services; and WHEREAS, in June 2021, the City Council approved an additional amount of $346,609 (for a total not-to- exceed amount of $2,538,070) and an amendment to the scope of services; and WHEREAS, an additional appropriation of $79,340 is necessary to cover a Climate Action Plan Technical Update in order for the Climate Action Plan to maintain consistency with the updated General Plan (for a total not-to-exceed amount of $2,617,410); and
WHEREAS, Amendment No. 4 to the Agreement with PlaceWorks Inc. for consultant services and fund appropriation are not a project of CEQA because it is an organizational or administrative activity that will not impact the environment (CEQA Guidelines Section 15378(b)(5).

NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF SAN MATEO, CALIFORNIA, HEREBY RESOLVES that:

1. The appropriation of $79,340 from the Advance Planning Fund (Fund 225) to the General Plan Update project (#310008) is approved.

2. Amendment No. 4 of the agreement with PlaceWorks Inc. for professional consultant services for a technical update of the Climate Action Plan to maintain consistency with the updated General Plan is approved.

3. The City Manager is authorized to sign and execute said Amendment in substantially the form presented, on behalf of the City.

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Contract Amendment Page 1 of 8
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AMENDMENT NO. 4 TO THE AGREEMENT
BETWEEN THE CITY OF SAN MATEO AND PLACEWORKS, INC. FOR

PROFFESIONAL CONSULTANT SERVICES FOR CLIMATE ACTION PLAN TECHNICAL UPDATE WHEREAS, the City of San Mateo (“City”), a municipal corporation of the State of California, and PlaceWorks, Inc. (“Consultant”), entered into an Agreement for professional consultant services for General Plan Update and Environmental Impact Report (“Agreement”) on April 26, 2018; and WHEREAS, the original scope of services included the General Plan update and Environmental Impact Report project (“Project”); and
WHEREAS, in April 2019, the City Council approved Amendment No. 1 for an additional amount of $739,588 (for a total not-to-exceed amount of $1,994,321), an amendment to the scope of services and extended the term to December 31, 2023; and
WHEREAS, in August 2020, the City Council approved Amendment No. 2 for an additional amount of $197,140 (for a total not-to-exceed amount of $2,191,461) and an amendment to the scope of services; and
WHEREAS, in June 2021, the City Council approved Amendment No. 3 for an additional amount of $346,609 (for a total not-to-exceed amount of $2,538,070) and an amendment to the scope of services; and
WHEREAS, the City wishes to expand the scope of services to include the additional proposed services in Exhibit A-1 of this Amendment to provide a technical update of the Climate Action Plan for consistency with the updated General Plan; and
WHEREAS, City wishes to increase the agreed upon Cost Estimate to include the cost of the additional scope of services by $79,340 as outlined in Exhibit B-1 of this Amendment to provide compensation for this service.

NOW, THEREFORE, the parties agree as follows:

1. Section 5 of the Agreement is amended to read:
“Payment shall be made by the CITY only for services rendered and upon submission of a payment request upon completion and CITY approval of the work performed. In consideration for the full performance of the services set forth in Exhibit A, CITY agrees to pay CONSULTANT a fee in an amount not to exceed $2,617,410 pursuant to rates stated in Exhibit B to this Agreement, attached and incorporated by reference.”

2. Exhibit A of the Agreement (Scope of Work) is amended as follows: Exhibit A-1 attached hereto to this Amendment No. 4 is added to Exhibit A of the Agreement.

3. Exhibit B of the Agreement (Cost Estimate) is amended as follows: Exhibit B-1 attached to this Amendment No. 4 is added to Exhibit B of the Agreement.

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4. The remaining terms of the Agreement remain in full force and effect. [SIGNATURE PAGE FOLLOWS]

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IN WITNESS WHEREOF, CITY OF SAN MATEO and PlaceWorks, Inc. have executed this Amendment No. 4 on ___________________.

CITY OF SAN MATEO CONTRACTOR
Drew Corbett
City Manager
Date Keith McCann
CEO of PlaceWorks, Inc.

Its Authorized Agent
If a Corporation, can be either 1)
President or 2) Vice President plus
an additional corporate officer
(i.e., Secretary, Treasurer) who
shall sign below.

Date

APPROVED AS TO FORM ADDITIONAL CORPORATE

OFFICER
(if necessary per the above)
Mazarin Vakharia
Assistant City Attorney
Date Randal Jackson
President of PlaceWorks, Inc.

Its Authorized Agent
Date

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Exhibit A1 – Scope of Work
Scope of Work: Technical Update of 2020 CAP
The following scope of work would provide a technical update to the City of San Mateo’s Climate Action Plan (CAP). This technical update would occur as part of the 2040 General Plan preparation process and would allow the CAP to maintain consistency with the General Plan and new State regulations and guidance from the Bay Area Air Quality Management District (BAAQMD). The technical update is necessary for the CAP to continue to serve as a qualified greenhouse gas strategy, as described in the California Environmental Quality Act (CEQA) Guidelines Section 15183.5.

1.Prepare current year GHG emissions inventory. The City’s baseline year for GHG emissions analyses is 2005. The 2020 CAP presents inventories for 2005, 2010, 2015, and 2017, and the 2020, 2030, and 2050 forecasts are based on the 2017 inventory. Preparing an inventory for more recent year would update the forecasts and improve consistency with the 2040 General Plan. We recommend preparation of a community-wide inventory for the 2019 calendar year to support consistency with the 2040 General Plan baseline year. We understand the City will receive activity data and a GHG inventory for 2019 through its participation in the RICAPS program. To prepare a 2019 community-wide inventory that is compliant with the current version of the U.S. Community Protocol, we intend to peer review the work received through RICAPs, add sectors and sources not included (assumed to be land use and sequestration), and conduct limited updates to ensure consistency with past inventories and meet the needs of the GHG analysis for the General Plan Environmental Impact Report (EIR).

Deliverables: PlaceWorks will provide an Excel workbook and a memo summarizing the results of the inventory, including comparison to past inventories, for staff review. We will also be available to meet with staff to review the results and next steps.

2.Update 2020 CAP forecasts. The 2020 CAP includes forecasts of 2020, 2030, and 2050 GHG emissions consistent with best practices and State targets and goals in effect at time of adoption. To ensure consistency with the 2040 General Plan and a recently adopted State GHG reduction goal, PlaceWorks proposes to remove the 2020 forecast year since it is no longer needed, keep the 2030 forecast year, add a 2040 forecast year for consistency with the General Plan horizon year, and replace the 2050 forecast with a 2045 forecast for consistency with the State’s new GHG reduction goal for 2045 (per AB 1279). Although we propose to keep the 2030 forecast year, it will be updated based on updated growth projections. To prepare these forecasts, PlaceWorks will rely on the population, jobs, household, and VMT projections proposed for the 2040 General Plan buildout. As part of the update of forecast years, PlaceWorks will also update the six quantified State programs included the CAP since this work does not require collection of new data and only an update of the horizon years.

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3.Update GHG reduction targets for forecast years. The 2020 CAP includes per capita reduction targets for 2020, 2030, and 2050. PlaceWorks will update the City’s reduction targets to align with the new forecast years. This update will be consistent with the Final 2022 Climate Change Scoping Plan adopted by the California Air Resources Board on December 15, 2022. The City’s updated quantitative targets will be based on the State’s targets to reduce GHG emissions to at least 40% below 1990 levels by 2030 and at least 85% below 1990 levels by 2045 as part of a commitment to achieve carbon neutrality by 2045.

4.Update quantification of adopted GHG reduction measures to align with new forecast years. The 2020 CAP includes 9 existing or planned local and regional programs and 29 new, City-led GHG reduction measures.
a. Review and update the quantification of quantified local measures to provide reductions for the updated forecast years of 2030, 2040, and 2045. This approach retains adopted performance and participation assumptions. As part of this task, PlaceWorks will retain the performance assumptions for 2030, apply the 2050 assumptions to 2045, and add assumptions for 2040 based on 2030 and 2050 assumptions.
b. Review and update quantification of regional programs to provide reductions for the updated forecast years of 2030, 2040, and 2045 and add new State and regional programs as applicable. The 2020 CAP includes quantification of nine existing or planned local and regional programs. Methods and assumptions have changed since quantification of these measures, and the updates will include updates to forecast years and performance assumptions as appropriate. PlaceWorks will also add new State programs that could provide a local benefit. These programs would be consistent with the draft 2022 Climate Change Scoping Plan. This task does not include adding new reduction strategies.

Deliverables: Following the completion of the quantitative analyses in Tasks 2-4, PlaceWorks will provide an updated Excel workbook and a memo summarizing the results for staff review. We will also be available to meet with staff to review the results and next steps.

5.Assess progress to new targets and update performance assumptions for local measures if needed. Following the revisions to the forecast years, updates to targets, and updates to measure quantification to align with revised target years, PlaceWorks will be able to determine if the City’s adopted GHG reduction measures are adequate to meet the updated GHG reduction targets or if additional changes are needed. If needed, we propose a focused, technical update to quantification. We would update performance assumptions

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for adopted measures based on new information, regulations, guidance, and technological advancements since adoption. Each quantified measure includes participation and/or performance assumptions, such as the number of homes participating in a retrofit program by a certain year, and each of these should be reviewed and updated as appropriate, primarily in response to new regulations, incentives, technology, or removal of previously known barriers to accelerated reductions. This task does not include adding new reduction strategies.

Deliverables: Following the completion of the quantitative analyses in Task 5, PlaceWorks will provide an updated Excel workbook and a memo summarizing the results for staff review. We will also be available to meet with staff to review the results and next steps.

6.Update 2020 CAP text, figures, tables, and appendices, including the CAP Consistency Checklist, to incorporate updates. Following completion and confirmation of the quantitative analyses, PlaceWorks will update the 2020 CAP to reflect the updated analyses and results. As part of this update, PlaceWorks will update regulatory information and context and content related to the revisions to the forecasts, targets, and measures. This work will be done in the existing Word files.

Deliverables: Screencheck Draft and Final Updated 2020 CAP in Word and PDF.

7.Prepare Sphere of Influence Inventory, Forecast, and Quantification. In support of the use of the technical update for the GHG analysis of the General Plan Update Environmental Impact Report, we propose to prepare GHG emissions analyses for the Sphere of Influence areas that are currently outside of City limits. This would include a current year inventory, forecasts of future years, and applicable quantification of the GHG reduction measures to the SOI.

Deliverables: Excel workbook and summary of results for inclusion in the 2040 Draft General Plan EIR.

8.Present results to Sustainability and Infrastructure Commission. PlaceWorks will support staff with a presentation of the technical update results to the Sustainability and Infrastructure Commission. One member of the PlaceWorks team will join City staff in- person for the meeting.

Deliverables: PowerPoint presentation, staff report support, and meeting attendance.

9.Revise environmental review process to include the CAP. PlaceWorks will reissue the Notice of Preparation (NOP) for the General Plan Update EIR to note that that the EIR will also analyze the potential impacts associated with the CAP. PlaceWorks will also attend a scoping meeting during the 30-day comment period on the NOP. PlaceWorks will attend

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the meeting and present an overview of the EIR process and Technical Update of the CAP.

PlaceWorks will prepare a written summary of the environmental issues raised at the scoping meeting for inclusion in the Draft EIR.

Deliverables: Draft and final NOP; scoping meeting presentation (PowerPoint) and attendance.

Schedule
PlaceWorks can begin this work upon confirmation of the tasks, assuming the proposed buildout (including estimate of population, jobs, households, and VMT) for the 2040 General Plan is confirmed. We estimate that the total time for PlaceWorks to complete these tasks, including collaboration and review by staff, is approximately 8 weeks. Delays in data collection would extend our work beyond 8 weeks.

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Exhibit B1 – Cost Estimate
Estimated Cost
PlaceWorks estimate the cost for the technical update of the CAP would be $79,340 for all tasks. This cost estimate includes a 20% contingency set aside which would be used only as directed by City staff to address changes in the scope of the project. Table 1 presents the estimated cost by task.

Table 1. Estimated Cost by Task
Hours
Labor
Total
2% Office
Expenses
PlaceWorks
Total

TECHNICAL UPDATE TO CLIMATE ACTION PLAN TASKS
1 Prepare current year GHG emissions inventory. 60 $9,240 $185 $9,425 2 Update CAP forecast years. 30 $4,910 $98 $5,008
3 Update GHG reduction targets for forecast years. 20 $3,250 $65 $3,315 4 Update quantification of adopted GHG reduction measures for new forecast years.
52 $8,500 $170 $8,670
5 Assess progress to new targets and update performance assumptions for local measures.
52 $8,500 $170 $8,670
6 Update 2020 CAP content. 66 $10,560 $211 $10,771
7 Prepare Sphere of Influence Inventory, Forecast, and
Quantification.
50 $7,970 $159 $8,129
8 Present results to the Sustainability and Infrastructure Commission.
12 $2,310 $46 $2,356
9 Environmental review: reissue Notice of Preparation and host scoping meeting.
54 $9,540 $191 $9,731
Labor Hours Total 396 $64,780 $1,295 $66,075
PlaceWorks Reimbursable Expenses (Meeting related
expenses)
$50
PlaceWorks 20% Contingency $13,215
GRAND TOTAL $79,340

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CITY OF SAN MATEO
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CITY OF SAN MATEO
Agenda Report
City Hall
330 W. 20th Avenue
San Mateo CA 94403
www.cityofsanmateo.org
Agenda Number: 8 Section Name: CONSENT CALENDAR Account Number: 14-1311 File ID: 23-7184 TO: City Council
FROM: Drew Corbett, City Manager
PREPARED BY: City Manager's Office
MEETING DATE: February 21, 2023
SUBJECT:
360 1st Avenue – Second Lease Amendment
RECOMMENDATION:

Approve the second amendment for the lease at 360 1st Avenue in the Main Street Garage with A+ Mailboxes & More to allow additional rent concessions due to water damage and authorize the City Manager to execute the amendment in substantially the form presented.

BACKGROUND:

There are six commercial leases at the Main Street Garage that are owned and managed by the City. The commercial spaces were created to attract retail tenants that add amenities to the Downtown. A+ Mailboxes & More is a retail pack and ship store where customers can rent mailboxes and receive parcels. The store also provides auxiliary services such as copy, fax, print, notary services, passport photos, video transfer, and fingerprint background checks.

In August 2022, City Council approved the first amendment to provide A+ Mailboxes & More a one-year lease extension and a one-year option. The lease term is $1,201.04 monthly until August 31, 2023 with a 3% increase for the optional year starting September 1, 2023 thru August 30, 2024. There is an additional monthly common area fee of $70.00. The tenant covers all utilities, taxes, and permits.

Due to severe water leakage from the ceiling and floors during the winter season in 2021-22, City Council also approved landlord concessions to reduce the base rent by 50%, or approximately $3,600 for a 6-month period between September 2022 to February 2023, as compensation for business interruptions and equipment damages from the water damage as part of the 1st amendment. It was expected that by March 2023 the tenant would resume paying the full rent as the repairs would be completed.

Since the summer of 2022, Public Works has diligently worked to identify the source of the water leaks and made extensive repairs at the Main Street Garage. Unfortunately, when the storms hit in December 2022, water leaked into the ceiling and walls and flooded the store again. While the water damage is significantly less in comparison to the previous year, the City has been unable to identify and fix the source of the water leaks.

Due to the on-going testing and assessments, the walls inside the store have not been fully repaired for the past year.

While the tenant is frustrated by the situation, they still desire to remain in the space and continue to operate their business. At the end of current rainy season, Public Works will excavate the walls and ceiling to help find the causes for the on-going water leaks. In order to compensate the tenant for their continued water damages and business interruptions, the City’s commercial property manager recommends an additional round of landlord concessions by waiving 3 months of full rent for March, April and May 2023 and an additional 3 months of partial rent at 50% for June, July and August 2023.

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BUDGET IMPACT:

Due to the rent concessions, rent revenues will be approximately $5,400 for the lease year from September 1, 2022- August 31, 2023 (3 months of full wavier of rent and 9 months at 50% of rent). Commercial property revenue funds the City’s expenses for operations, maintenance and improvement to the Downtown parking facilities and are used for street cleaning services. This revenue is credited to the Downtown Parking and Maintenance Program in the General Fund.

ENVIRONMENTAL DETERMINATION:

This amendment is not a project subject to CEQA, because it is a government fiscal activity which does not involve any commitment to any specific project which may result in a potentially significant physical impact on the environment. (CEQA Guidelines Section 15378(b)(4).)

NOTICE PROVIDED
All meeting noticing requirements were met.

ATTACHMENTS
Att 1 - Second Lease Amendment

STAFF CONTACT
Jennifer Chen, Economic Development Manager
[email protected]
(650) 522-7009

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2nd AMENDMENT TO LEASE
THIS AMENDMENT TO LEASE is made and entered into as of , by and between CITY OF SAN MATEO ("Lessor") and DYLAN SIDDIQUI, dba A + Mailboxes & More, a sole proprietorship ("Lessee").

WHEREAS, on or about September 1, 2021 a Lease was entered into by and between Lessor and Lessee relating to certain real property commonly known as (street address, city, state, zip): 360 First Avenue, San Mateo, CA 94401 (the "Premises"), and WHEREAS, Lessor and Lessee have have not previously amended said Lease on September 1, 2022, and WHEREAS, the Lessor and Lessee now desire to amend said Lease, NOW, THEREFORE, for payment of TEN DOLLARS and other good and valuable consideration to Lessor, the receipt and sufficiency of which is hereby acknowledged, the parties mutually agree to make the following additions and modifications to the Lease:

TERM: The Expiration Date is hereby advanced extended to .

AGREED USE: The Agreed Use is hereby modified to: .

BASE RENT ADJUSTMENT: Monthly Base Rent shall be as follows: pursuant to the previous lease amendment, Lessee's rent was to increase to One Thousand, Two Hundred and one and 04/100 ($1,201.04) dollars per month as of March 1, 2023, through the expiration of the lease term on August 31, 2023. Lessor herby agrees to waive the full monthly Base Rent for March, April and May of 2023, and to reduce the Base Rent by 50%, to Six Hundred and 52/100 ($600.52) dollars per month for June, July and August of 2023. This Base Rent relief is granted to Lessee by Lessor as a result of the continuing water damage from rains Lessee has experienced in the Premises in the past, and continuing into 2023.

OTHER: .

This Amendment shall not be construed against the party preparing it, but shall be construed as if all parties jointly prepared this Amendment and any uncertainty and ambiguity shall not be interpreted against any one party. Signatures to this Amendment accomplished by means of electronic signature or similar technology shall be legal and binding.

All other terms and conditions of this Lease shall remain unchanged and shall continue in full force and effect except as specifically amended herein.

EXECUTED as of the day and year first above written.

By Lessor:

CITY OF SAN MATEO
By:

Name Printed: Drew Corbett
Title: City Manager
Email: [email protected]
APPROVED AS TO FORM:

By:

Name Printed: Mazarin Vakharia
Title: Assistant City Attorney
Phone:

Fax:

Email: [email protected]
By Lessee:

DYLAN SIDDIQUI, dba A + Mailboxes & More, a
sole proprietorship
By:

Name Printed: Dylan Siddiqui
Email:

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AIR CRE * https:// www.aircre.com * 213-687-8777 * [email protected] NOTICE: No part of these works may be reproduced in any form without permission in writing.

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CITY OF SAN MATEO
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CITY OF SAN MATEO
Agenda Report
City Hall
330 W. 20th Avenue
San Mateo CA 94403
www.cityofsanmateo.org
Agenda Number: 9 Section Name: CONSENT CALENDAR Account Number: 10-6122 File ID: 23-7166 TO: City Council
FROM: Drew Corbett, City Manager
PREPARED BY: Parks and Recreation Department
MEETING DATE: February 21, 2023
SUBJECT:

Borel Park – Deed Restriction
RECOMMENDATION:

Adopt a Resolution to approve and authorize recordation of a deed restriction, satisfying the Land Water Conservation Fund grant application requirements enabling the City to receive $673,000 towards reimbursement for construction costs for the creation of Borel Park, and authorize the Mayor to sign the deed restriction in substantially the form presented.

BACKGROUND:

On February 14, 1963, President Kennedy’s Administration proposed legislation to establish a “Land and Water Conservation Fund” to assist states in planning, acquisition and development of recreation lands. President Johnson signed it into law on September 3, 1964. In October 2017, the Parks and Recreation Department was notified that applications were being accepted for the current cycle of appropriated Land and Water Conservation Grant funds (LWCF). After reviewing potential San Mateo park projects eligible for the grant, staff determined that the development of the Borel Park site was the best candidate for the LWCF grant. The two main qualifying factors that made Borel Park a good candidate is that the Borel neighborhood has no other parks within ½ mile radius and it is City owned, undeveloped park land.

On January 17, 2018, the City Council approved a resolution approving the application of the LWCF for Borel Park. A grant application was submitted in February 2018 to the State Park, Office of Grants and Local Assistance (OGALS) for its review.

One of the requirements for the grant is that CEQA process be completed within 60 days after the grant application submittal. The City did not complete the CEQA process by that time. In June 2018, the Parks and Recreation Department received a letter from State Parks OGALS informing it that the project was not recommended for funding. After discussing the application with State Parks OGALS, they encouraged us to reapply for the next round of funding once the CEQA process was completed.

On January 22, 2019, the City Council approved a resolution that adopted the Negative Declaration, thereby completing the CEQA process, and also adopted the Borel Park Master Plan. Since then, State Park OGALS released new LWCF grant application guidelines for its February 3, 2020 application cycle. With construction of Borel Park completed and the park officially inaugurated, we are now at the final steps of the grant application process, with the final requirement of the deed restriction being signed and recorded, as per the attached grant requirements. The purpose of the grant is to reimburse the City for previously expended construction costs for Borel Park. Once the grant has been approved and paid, the City will execute a deed restriction that protects, in perpetuity, the park land from being sold or rezoned.

BUDGET IMPACT:

While the deed restriction has no budget impact, the grant will contribute $673,000 towards the creation of Borel Park and will reduce the amount of park in-lieu funds required to complete the project.

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ENVIRONMENTAL DETERMINATION:

This deed restriction is not a project subject to CEQA because it is an organizational or administrative activity that will not result in direct or indirect physical changes in the environment. (CEQA Guidelines Section 15378(b)(5).)

NOTICE PROVIDED
All meeting noticing requirements were met.

ATTACHMENTS
Att 1 – Proposed Resolution and Deed Restriction
Att 2 – Title Report
Att 3 – LWCF Grant Contract

STAFF CONTACT
Nicholas Tsiorvas, Business Manager
[email protected]
(650) 522-7408

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CITY OF SAN MATEO

DRAFT RESOLUTION

APPROVING THE RECORDATION OF A DEED RESTRICTION FOR BOREL PARK WHEREAS, the State Department of Parks and Recreation has been delegated the responsibility by the Legislature of the State of California for the administration of the Land Water Conservation Fund Grant Program, setting up necessary procedures governing application(s); and WHEREAS, the State Department of Parks and Recreation has awarded a grant to the City of San Mateo for improvements at Borel Park; and
WHEREAS, the procedures established by the State Department of Parks and Recreation require the City Council to certify by resolution the recordation of a deed restriction prior to the disbursement of grant monies; and
WHEREAS, staff is recommending that the City record a deed restriction with the County Recorder’s Office of the County in order to obtain the state funding and complete the improvements.

NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF SAN MATEO, CALIFORNIA, HEREBY FINDS that:
(a) Approves the recordation of a deed restriction, incorporated herein by reference, for the Per Capita program grant project; and
(b) Certifies that the City has ownership of the property; and (c) Certifies that the City will abide by the grant contract terms included herein for reference, and (d) Certifies that all projects proposed are consistent with the Park and Recreation Element of the City of San Mateo’s General Plan (Public Resources Code §80063(a)), and (e) Certifies that these funds will be used to supplement, not supplant, local revenues in existence as of June 5, 2018 (PRC §80062(d)).

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This Document is Recorded
For the Benefit of the City of San Mateo
And is Exempt from Fee
Per Government Code
Sections 6103 and 27383
RECORDING REQUESTED BY:

California Department of Parks and Recreation
Office of Grants and Local Services
WHEN RECORDED, MAIL TO:

Office of Grants and Local Services
PO Box 942896
Sacramento, CA 94296-0001
Attn: Mary Baum
SPACE ABOVE THIS LINE RESERVED FOR RECORDER’S USE

DEED RESTRICTION
I. WHEREAS, the City of San Mateo information as it appears on the deed (hereinafter referred to as “Owner(s)”) is/are recorded owner(s) of the real property described in Exhibit A, attached and incorporated herein by reference (hereinafter referred to as the “Property”); and II. WHEREAS, the California Department of Parks and Recreation (hereinafter referred to as “DPR”) is a public agency created and existing under the authority of section 5001 of the California Public Resources Code (hereinafter referred to as the “PRC”); and
III. WHEREAS, Owner(s) (or Grantee) applied to DPR for grant funds available pursuant to the Land and Water Conservation Fund, Competitive Program, for Borel Park on the Property; and IV. WHEREAS, on August 17, 2022 DPR’s Office of Grants and Local Services and the National Park Service approved Grant [06-01841], (hereinafter referred to as “Grant”) for improvements on the Property, subject to, among other conditions, recordation of this Deed Restriction on the Property; and V. WHEREAS, but for the imposition of the Deed Restriction condition of the Grant, the Grant would not be consistent with the public purposes of the Land and Water Conservation Fund, Competitive Program and the funds that are the subject of the Grant could therefore not have been allocated; and VI. WHEREAS, Owner(s) has/have elected to comply with the Deed Restriction of the Grant, so as to enable Owner(s), to receive the Grant funds and perform the work described in the Grant; NOW, THEREFORE, in consideration of the issuance of the Grant funds by DPR, the undersigned Owner(s) for himself/herself/themselves and for his/her/their heirs, assigns, and successors-in-interest, hereby irrevocably covenant(s) with DPR that the condition of the Grant (set forth at paragraph(s) 1 through 5 and in

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Exhibit B hereto) shall at all times on and after the date on which this Deed Restriction is recorded constitute for all purposes covenants, conditions and restrictions on the use and enjoyment of the Property that are hereby attached to the deed to the Property as fully effective components thereof.

1. DURATION. This Deed Restriction shall remain in full force and effect and shall bind Owner(s) and all his/her/their assigns or successors-in-interest for the period running from August 17,2022 through PERPETUITY.

2. TAXES AND ASSESMENTS. It is intended that this Deed Restriction is irrevocable and shall constitute an enforceable restriction within the meaning of a) Article XIII, section 8, of the California Constitution; and b) section 402.I of the California Revenue and Taxation Code or successor statue. Furthermore, this Deed Restriction shall be deemed to constitute a servitude upon and burden to the Property within the meaning of section 3712(d) of the California Revenue and Taxation Code, or successor statue, which survives a sale of tax- deeded property.

3. RIGHT OF ENTRY. DPR or its agent or employees may enter onto the Property at times reasonably acceptable to Owner(s) to ascertain whether the use restrictions set forth above are being observed.

4. REMEDIES. Any act, conveyance, contract, or authorization by Owner(s) whether written or oral which uses or would cause to be used or would permit use of the Property contrary to the terms of this Deed Restriction will be deemed a violation and a breach hereof. DPR may pursue any and all available legal and/or equitable remedies to enforce the terms and conditions of this Deed Restriction up to and including a lien sale of the property. In the event of a breach, any forbearance on the part of DPR to enforce the terms and provisions hereof shall not be deemed a waiver of enforcement rights regarding such breach, or any subsequent breach.

5. SEVERABILITY. If any provision of these restrictions is held to be invalid, or for any reason becomes unenforceable, no other provision shall be affected or impaired.

Dated:

City of San Mateo
Owner’s Name:

Amourence Lee, Mayor, City of San Mateo

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**NOTARY ACKNOWLEDGEMENT ON THE NEXT PAGE**
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.

STATE OF CALIFORNIA |
COUNTY OF __________________ |
On _____________________________, before me, ___________________________, the undersigned Notary Public, personally appeared __________________________, who proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument, and acknowledged to me that he/she executed the same in his/her authorized capacity, and that by his/her signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument.

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

Signed by: ___________________________________
Notary Public, State of California

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CITY OF SAN MATEO
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CITY OF SAN MATEO
Agenda Report
City Hall
330 W. 20th Avenue
San Mateo CA 94403
www.cityofsanmateo.org
Agenda Number: 10 Section Name: CONSENT CALENDAR Account Number: 81-2100 File ID: 23-7189 TO: City Council
FROM: Drew Corbett, City Manager
PREPARED BY: Information Technology Department
MEETING DATE: February 21, 2023
SUBJECT:

Personal Computer Replacements – Purchase
RECOMMENDATION:

Adopt a Resolution to approve an alternative purchasing procedure and approve a Master Purchasing Agreement with Lenovo Inc. for the purchase of personal computers in an amount not-to-exceed $231,632.78; establish a contingency reserve in the amount of $34,744.92, for a total amount of $266,377.70; and authorize the Director of Information Technology to execute the agreement in substantially the form presented.

BACKGROUND:

The City’s personal computer (PC) replacement strategy is to replace PCs after five years of service to mitigate maintenance issues and support problems, and to keep equipment within industry standards. The PC replacement fund is based on this amortization schedule with approximately 144 PCs currently identified as due for replacement.

On October 18, 2021, Council approved the previous cycle of PC replacements. A not-to-exceed purchase agreement with a preferred vendor was also approved, providing benefits over a fixed bid purchase for Lenovo brand PCs. This purchase agreement represents a continuation of these established PC replacement purchasing practices.

Staff obtained the quotation for the proposed purchase through a national government purchasing cooperative known as the National Cooperative Purchasing Alliance (NCPA). NCPA contracts allow participants to pay less through competitively solicited, evaluated, and awarded contracts that leverage the cooperative buying power of local government agencies.

During this process, a lead agency issued a Request for Proposals for the establishment of a Master Agreement, and vendors are selected through a competitive process. Lenovo Inc. (Lenovo) was selected and is a participating vendor under NCPA contract #01-146. A quotation from Lenovo is provided for reference as Attachment 2. The continued use of Lenovo products is recommended due to Lenovo’s customer support and service quality, efficient warranty and replacement policy, and because Lenovo products have proven to be of high quality, stable and reliable, with a low hardware failure rate. In addition to the Lenovo quote, staff recommends a 15% contingency reserve to account for changes in PC models during the replacement cycle or any unforeseen changes in departmental needs.

Municipal Code section 3.60.070(h)(3) provides that the City may use any purchasing procedures approved by the City Council if the City Council makes a finding concurrent with the award of the contract that the procedures are in the best interest of the City. The NCPA procurement service offers competitively priced contracts for goods and services, avoiding costs normally associated with the development of highly technical bid specifications, while assuring that competitive prices were received. Based on the above, staff recommends approving the purchase of 144 PCs pursuant to the Master Purchasing Agreement with Lenovo for an amount not to exceed $231,632.78 and a contingency reserve of $34,744.92, for a total amount of $266,377.70.

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CITY OF SAN MATEO
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BUDGET IMPACT:

Funds have been accrued and are available through the Computer Replacement Fund for this purchase. The total amount of the purchase will be an amount not-to-exceed $266,377.70.

ENVIRONMENTAL DETERMINATION:

This Council action is exempt from CEQA, because it can be seen with certainty that there is no possibility the purchase of personal replacement computers may have a significant effect on the environment. (CEQA Guidelines Section 15061(b)(3).)

NOTICE PROVIDED
All meeting noticing requirements were met.

ATTACHMENTS
Att 1 - Proposed Resolution
Att 2 - Lenovo Inc. pricing quote
Att 3 - Master Agreement

STAFF CONTACT
Curtis Joe, Technical Support Supervisor
[email protected]
(650) 522-7075
Pete Owen, Director, Information Technology
[email protected]
(650) 522-7074

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CITY OF SAN MATEO
RESOLUTION NO. ____ (2023)
APPROVING AN ALTERNATIVE PURCHASING PROCEDURE FOR THE PURCHASE ORDER WITH LENOVO INC. FOR

THE PURCHASE OF REPLACEMENT PERSONAL COMPUTERS
($266,377.70)
WHEREAS, the City replaces personal computers on an ongoing basis once they have exceeded their operational lifespan; and
WHEREAS, the City has identified approximately 144 personal computers that have reached the end of their operational lifespan per the replacement schedule; and WHEREAS, City staff determined Lenovo brand personal computers purchased from Lenovo Inc. best meet the City’s needs; and
WHEREAS, Municipal Code section 3.60.070(h)(3) provides that the City may use purchasing procedures approved by the City Council if the City Council makes a finding concurrent with the award for the contract that the procedures are in the best interest of the City for the particular contract; and WHEREAS, the City as a public sector agency may participate in the National Cooperative Purchasing Alliance (NCPA) which offers contracts that have been competitively bid and negotiated; WHEREAS, Lenovo Inc. is a participating vendor under the NCPA contract; and WHEREAS, the Department of Information Technology has determined Lenovo Inc. brand personal computers best meet the City’s needs since Lenovo Inc. brand personal computers have proven to be of high quality, reliable, and with a low hardware failure rate.

NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF SAN MATEO, CALIFORNIA, FINDS and RESOLVES that:

1. This Council action is exempt from CEQA, because it can be seen with certainty that there is no possibility the purchase of personal replacement computers may have a significant effect on the environment. (CEQA Guidelines Section 15061(b)(3).)

2. Pursuant to Municipal Code section 3.60.070 (h)(3), the purchase of approximately 144 personal computers from Lenovo Inc. through the National Cooperative Purchasing Alliance (NCPA) is in the best interest of the City because:
•The NCPA procurement service offers competitively priced contracts for goods and services; and
•The NCPA procurement service avoids costs normally associated with the development of highly technical bid specifications, while assuring that competitive prices were received.

3. The purchase of approximately 144 personal computers in a total amount not to exceed $231,632.78, a 15% contingency reserve in the amount of $34,744.92, for a total amount of $266,377.70 is approved, in accordance with the terms of NCPA Contract Number 01-146.

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4. The Director of Information Technology is authorized to execute this agreement in substantially the same form presented.

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Thank you for requesting a quote from lenovo. We have included your complete quote information below.

Please contact your Lenovo account manager to process your order and reference your quote number to help us serve you more quickly.

To Purchase your quoted item(s) online please click
https://sales.lenovo.com/irj/portal/anonymous/quote2order Shipping address Billing address Pending order information CITY OF SAN MATEO CITY OF SAN MATEO Date and time:22.12.2022 12:45:38 330 W 20TH AVE SAN MATEO CA 330 W 20TH AVE SAN MATEO CA Quote number:4280353457 94403-1338 94403-1338
Qty Part no. Description Price Total
2 21CGS28100 ThinkPad T14 AMD G3, AMD Ryzen™ 5
PRO 6650U (2.90GHz, 3MB) 14 1920 x
1200 Touch, Windows 11 Pro 64,

32.0GB, 1x512GB SSD M.2 2280 PCI e
Gen4 Performance TLC Opal, AMD
Radeon™ 660M, NFA725A 2x2 AX,BT

5.1 or above, 720p HD Cam&Mic, 4 Cell
Li-Pol 52.5Wh, 4YR
$ 1,280.00 $ 2,560.00
36 61F6MAR2US ThinkVision T23i-20 23-inch FHD LED
Backlit LCD Monitor
$ 190.00 $ 6,840.00
70 40AY0090US ThinkPad Universal USB-C Dock $ 182.00 $ 12,740.00 70 11VGS1AQ00 ThinkCentre M90a Gen3, Intel® Core™
i5-12400 (P-cores 2.50GHz, 7.5MB),
Windows 11 Pro 64, 16.0GB, 1x512GB
SSD M.2 2280 PCIe Gen4 TLC Opal,
Intel® UHD Graphics 730, SATA DVD
ROM,BT 5.1 or above,Intel® AX201 AX,
4YR Premier NBD,Keep your Drive
$ 1,072.00 $ 75,040.00
11 40B00300US ThinkPad Thunderbolt 4 Workstation
Dock - US
$ 321.00 $ 3,531.00
7 21DDS1CM00 ThinkPad P1 G5, Intel® Core™
i7-12800H vPro® (E-cores up to

3.70GHz, ) 16 3840x2400 Yes, Windows
11 Pro 64, 32.0GB, 1x1TB SSD M.2 22
80 PCIe TLC Opal, NVIDIA® RTX™
A2000 8GB, FibocomFM350-GL,BT 5.1
or above,Wi-Fi 6E AX211, 1080P FHD
IR, 4 Cell Li-Pol 90Wh
$ 3,175.00 $ 22,225.00
1 30FBS1KC00 ThinkStation P360 Tiny, Intel® Core™
i7-12700T (E-cores up to 3.40GHz,
12MB), Windows 10 Pro 64 preinstalled
$ 1,355.00 $ 1,355.00

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through downgrade right s in Windows
11 Pro 64, 16.0GB, 1x512GB SSD M.2
2280 PCIe Gen4 Performance TLC Opal,
Intel® UHD Graphics 770, 4YR Premier
1 11T4S7DW00 ThinkCentre ThinkCentre M70q Gen 3,
Intel® Core™ i7-12700T (E-cores up to

3.40GHz, 12MB), Windows 10 Pro 64
preinstalled through dow ngrade rights
in Windows 11 Pro 64, 16.0GB,
1x512GB SSD M.2 2280 PCIe Gen4
Performance TLC Opal, Intel® UHD
Graphics 770,B
$ 950.00 $ 950.00
63 21AJS8EH00 ThinkPad T14 G3, Intel® Core™
i7-1260P (E-cores up to 3.40GHz, ) 14
1920 x 1200 Touch, Windows 11 Pro
64, 16.0GB, 1x512GB SSD M.2 22 80
PCIe Gen4 Performance TLC Opal,
Intel® Iris® Xe Graphics, BT 5.1 or
above,Wi-Fi 6E AX211, 720P HD, 4 Cell
Li-Pol 52.5Wh
$ 1,354.00 $ 85,302.00
Subtotal $ 210,543.00
Shipping &
Handling
$ 0.00
Recycling Fee $ 825.00
Taxes $ 21,089.78
Total $ 231,632.78
This offer is valid for thirty(30) days from the date of this offer and supersedes any previous offers. Offer and specifications may be changed at any time without notice. Acceptance of this offer is subject to Lenovo's payments terms and availability of items. Lenovo may reject or cancel orders for pricing or other errors.

We appreciate your interest in our products.

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Title Page

Lenovo (United States) Inc. Response to
the National Cooperative Purchasing
Alliance c/o Region 14 Education Service
Center

RFP # 45-22: Technology Solutions,
Products, and Services

November 17, 2022

Steven Franco
Account Executive
432-269-9996
[email protected]

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Lenovo (United States) Inc.  2
Cover Letter

Lenovo.com 8001 Development Drive
Morrisville, NC 27560

November 17, 2022

National Cooperative Purchasing Alliance
c/o Region 14 Education Service Center
P.O. Box 701273
Houston, TX 77270

Re: Lenovo (United States) Inc. Response to RFP # 45-22: Technology Solutions, Products, and Services

Dear Selection Committee,

Lenovo knows that smarter technology can help organizations transform how they operate, the services they deliver, and how they collaborate and interact with citizens and communities. Ultimately, it’s about connecting people, priorities, and technology in important ways. Lenovo’s broad product portfolio, deep expertise, and relentless focus on innovation makes us the ideal partner for this important work.

Thank you for the opportunity to offer what Lenovo believes is an exciting technology solution to meet National Cooperative Purchasing Alliance’s (NCPA’s) requirements. We are confident that our deep public sector expertise and dedication to our partnership with you will ensure a successful technology decision and contribute to improved agency outcomes. Our proposal outlines a few of our many commitments to the continued success of your organization.

Unparalleled Technology Leadership
As the world’s leading PC company, Lenovo enjoys a record market share of 24 .8 percent, per Gartner’s Market Share Analysis (Q2 2022). Our leadership position is built on a solid, award-winning product portfolio that stretches from mobile endpoints to high-performance, hyperconverged data center productivity, and includes a broad selection of accessories to maximize IT dollars. We combine our breakthrough hardware innovation with a full ecosystem of service and solutions partners to give our customers streamlined answers for their technology challenges.

Experienced Government Agency Partner
Our commitment to the public sector runs deep. We have invested in dedicated federal, state, and local government account teams, and created a dedicated center of excellence for contracts and procurement.

Lenovo delivers unprecedented reliability and unbeatable mobility to over 900 state and local agencies across America. Additionally, over 22 military and civilian federal agencies choose Lenovo to modernize their mission. Lenovo is a trusted provider to various federal agencies, including the Department of Defense, Department of Veterans Affairs, and the Department of Energy.

Unbeatable Product Quality, Durability, and Innovation
Because workstyles are more demanding than ever, we offer the broadest portfolio of MIL- SPEC-tested products and subject our machines to even more stringent examinations internally. Lenovo is committed to continuously improving the quality and value of our products and solutions.

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Lenovo (United States) Inc.  3
Secure from the Inside Out
We share your commitment to end-to-end security, as evidenced in our TAA-compliant products and supply chain. Additionally, we incorporate NIST and TCG standards as well as TPM 2.0 and secure BIOS firmware for peace of mind. The result is trustworthy technology to drive the most critical agency functions.

U.S. Investments
In addition to the investments in our Morrisville, North Carolina headquarters, Lenovo maintains both its enterprise campus and its U.S. fulfillment center in North Carolina. This results in 6,800+ employees and an annual economic impact of $1 billion for North Carolina. Lenovo purchases $10 billion in goods and services from U.S. companies annually.

Lenovo’s commitment to providing meaningful, end-to-end technology solutions has made us the world’s top technology partner in the public sector market. Should you have any questions or require additional information, please reach out to the Lenovo team at your convenience.

Sincerely,

Darren Estridge
Executive Director

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Lenovo (United States) Inc.  4
Table of Contents
Title Page ......................................................................................... 1 Cover Letter ..................................................................................... 2 Table of Contents ............................................................................ 4 Tab 1 – Master Agreement/Signature Form ................................... 5 Master Agreement ‒ General Terms and Conditions .................................. 5 Process ...................................................................................................... 10 Evaluation Criteria ..................................................................................... 13 Signature Form .......................................................................................... 14 Tab 2 – NCPA Administration Agreement .....................................15 Acknowledgment of Contractor Requirements .......................................... 17 Tab 3 – Vendor Questionnaire .......................................................18 Tab 4 – Vendor Profile ....................................................................22 Tab 5 – Products and Services/Scope ..........................................30 Products .................................................................................................... 31 Services ..................................................................................................... 33 Financial Services Offerings ...................................................................... 35 Tab 6 – References .........................................................................37 Tab 7 – Pricing ................................................................................41 Tab 8 – Value Added Products and Services ................................43 Tab 9 – Required Documents ........................................................46 Federal Required Signatures .................................................................... 48 Antitrust Certification Statements Texas Government Code § 2155.005 . 49 Appendix A: Lenovo Customer Agreement ..................................50

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Lenovo (United States) Inc.  5
Tab 1 – Master Agreement/Signature Form
Master Agreement ‒ General Terms and Conditions
Customer Support
The vendor shall provide timely and accurate technical advice and sales support. The vendor shall respond to such requests within one (1) working day after receipt of the request.

Lenovo concurs.

Disclosures
Respondent affirms that he/she has not given, offered to give, nor intends to give at any time hereafter any economic opportunity, future employment, gift, loan, gratuity, special discount, trip, favor or service to a public servant in connection with this contract.

The respondent affirms that, to the best of his/her knowledge, the offer has been arrived at independently, and is submitted without collusion with anyone to obtain information or gain any favoritism that would in any way limit competition or give an unfair advantage over other vendors in the award of this contract.

Lenovo concurs.

Renewal of Contract
Unless otherwise stated, all contracts are for a period of three (3) years with an option to renew for up to five (5) additional one-year terms or any combination of time equally not more than 5 years if agreed to by Region 14 ESC and the vendor.

Lenovo concurs with the understanding that such renewals will be based upon the mutual agreement of the parties.

Funding Out Clause
Any/all contracts exceeding one (1) year shall include a standard “funding out” clause. A contract for the acquisition, including lease, of real or personal property is a commitment of the entity’s current revenue only, provided the contract contains either or both of the following provisions:

Retains to the entity the continuing right to terminate the contract at the expiration of each budget period during the term of the contract and is conditioned on a best efforts attempt by the entity to obtain appropriate funds for payment of the contract.

Lenovo concurs.

Shipments (if applicable)
The awarded vendor shall ship ordered products within seven (7) working days for goods available and within four (4) to six (6) weeks for specialty items after the receipt of the order unless modified. If a product cannot be shipped within that time, the awarded vendor shall notify the entity placing the order as to why the product has not shipped and shall provide an estimated shipping date. At this point the participating entity may cancel the order if estimated shipping time is not acceptable.

Lenovo understands and will comply.

Lenovo takes our commitments to customers very seriously and will establish and implement processes for NCPA to ensure that product delivery and installation timeframes are met.

Our Lenovo Direct Fulfillment goal is to offer NCPA our best-of-breed products, aggressively priced, with a fulfillment model customized to your unique requirements. In the US, Lenovo should be able to ship standard topseller products within 7 business days, and standard and forecasted custom products within 4 to 6 weeks from receipt by Lenovo of a valid purchase order. If the ship date extends beyond these time

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Lenovo (United States) Inc.  6
frames, Lenovo will communicate with the customer the revised ship date as information becomes available.

This order fulfillment objective does not apply to initial orders for custom models. When Lenovo creates a custom model based on unique requirements, these models are subject to a “First Off Test” (FOT) which is a process to ensure that the newly created custom model is technically valid, properly manufactured, and has a functional configuration.

Standard shipping is assumed, and premium shipping is available upon request for an additional fee.

Lenovo will be pleased to meet with NCPA and discuss solutions to meet your specific delivery requirements.

Tax Exempt Status
Since this is a national contract, knowing the tax laws in each state is the sole responsibility of the vendor.

Lenovo concurs.

Payments
The entity using the contract will make payments directly to the awarded vendor or their affiliates (distributors/business partners/resellers) as long as written request and approval by NCPA is provided to the awarded vendor.

Lenovo concurs.

Adding Authorized Distributors/Dealers
Awarded vendors may submit a list of distributors/partners/resellers to sell under their contract throughout the life of the contract. Vendor must receive written approval from NCPA before such distributors/partners/resellers considered authorized.

Purchase orders and payment can only be made to awarded vendor or distributors/ business partners/resellers previously approved by NCPA.

Pricing provided to members by added distributors or dealers must also be less than or equal to the pricing offered by the awarded contract holder.

All distributors/partners/resellers are required to abide by the Terms and Conditions of the vendor's agreement with NCPA.

Lenovo concurs.

Pricing
All pricing submitted shall include the administrative fee to be remitted to NCPA by the awarded vendor. It is the awarded vendor’s responsibility to keep all pricing up to date and on file with NCPA.

All deliveries shall be freight prepaid, F.O.B. destination and shall be included in all pricing offered unless otherwise clearly stated in writing
Lenovo concurs for hardware and software products.

For Lenovo services, the pricing contained herein is exclusive of any travel and living expenses, other reasonable expenses incurred in connection with the services, and any applicable taxes.

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Lenovo (United States) Inc.  7
Warranty
Proposal should address the following warranty information:
• Applicable warranty and/or guarantees of equipment and installations including any conditions and response time for repair and/or replacement of any components during the warranty period. • Availability of replacement parts
• Life expectancy of equipment under normal use
• Detailed information as to proposed return policy on all equipment Products: Vendor shall provide equipment, materials and products that are new unless otherwise specified, of good quality and free of defects
Construction: Vendor shall perform services in a good and workmanlike manner and in accordance with industry standards for the service provided.

Lenovo’s Limited Warranty
Please note, as Lenovo proposes to utilize the Lenovo Customer Agreement as the basis for the terms and conditions governing Lenovo’s products and services, the issue of warranty is fully addressed within that Agreement. Installation services are not considered part of warranty service but may be obtained through a value-added service.

Please refer to Attachment A, D, and E inside Lenovo’s Customer Agreement for applicable Warranty Service Terms.

Please refer to Appendix A: Lenovo Customer Agreement on page 50 f or a copy of the Lenovo Customer
Agreement.

W
arranty Parts Process for Lenovo
Lenovo maintains service parts throughout the warranty/service period. Lenovo makes commercially reasonable efforts to maintain service parts for five years from product launch date.

A key fundamental component of product warranty is our Parts Depots. Support for Lenovo Think and System x products is made available through our industry leading parts inventory management system.

This service support system includes automated dispatch, updated service technologies, preventive maintenance activities, and a parts distribution system.

Lenovo’s parts stocking and distribution strategy is for parts to be readily available for delivery to a customer’s location to meet the required levels of service for each machine type. Parts are stocked in Mechanicsburg, PA, for Think and System x products and in Grapevine, TX, for Idea products. Efforts are made to support these geographic areas at an availability level in excess of 80-85 percent of total requirements.

Regardless of warranty status, Lenovo will cross ship new or equivalent-to-new parts the same day they are ordered, provided order is placed before 3 p.m. (ET). For orders received after that time, Lenovo will ship the part out to meet the service response objectives. In many cases, Lenovo does not require receipt of the failed part before sending out a new part.

Support for third-party products and software is provided directly by the vendor of the product. The combination of an excellent parts inventory, service representative, and additional support structure for Lenovo-branded products will ensure that NCPA receives world-class service coverage.

Life Expectancy
Lenovo Think, notebook, desktop, servers, and workstation products as well System x server and storage products are highly durable and engineered for a four- to five-year lifecycle.

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Lenovo (United States) Inc.  8
Returns
Lenovo’s return policy for public sector customer is 30 days. When a return is needed due to dead- on- arrival (DOA) devices, damaged product, incorrect quantity, or incorrect product delivered, the claim has to be submitted to the appropriate Lenovo inside sales or customer service representative. After analysis and internal approvals, Lenovo will manage the collection of the product from the customer site. Lenovo will then refund the customer for the amount paid for the product that is returned.

Safety
Vendors performing services shall comply with occupational safety and health rules and regulations. Also all vendors and subcontractors shall be held responsible for the safety of their employees and any conditions that may cause injury or damage to persons or property.

Lenovo concurs.

Permits
Since this is a national contract, knowing the permit laws in each state is the sole responsibility of the vendor.

Lenovo concurs.

Indemnity
The awarded vendor shall protect, indemnify, and hold harmless Region 14 ESC and its participants, administrators, employees and agents against all claims, damages, losses and expenses arising out of or resulting from the actions of the vendor, vendor employees or vendor subcontractors in the preparation of the solicitation and the later execution of the contract.

Please note, Lenovo proposes to utilize the Lenovo Customer Agreement as the basis for the terms and conditions governing the purchase of Lenovo’s products and services by the Consortium. Lenovo's proposed patent and copyright protection and IP infringement protection is located in Section 16 of the Agreement. Please refer to Appendix A: Lenovo Customer Agreement on page 50 f or a copy of the
Lenovo Customer Agreement.

F
ranchise Tax
The respondent hereby certifies that he/she is not currently delinquent in the payment of any franchise taxes.

To the best of our knowledge and belief, Lenovo is not currently delinquent in the payment of any Texas franchise taxes.

Supplemental Agreements
The entity participating in this contract and awarded vendor may enter into a separate supplemental agreement to further define the level of service requirements over and above the minimum defined in this contract i.e. invoice requirements, ordering requirements, specialized delivery, etc. Any supplemental agreement developed as a result of this contract is exclusively between the participating entity and awarded vendor.

Lenovo concurs.

Certificates of Insurance
Certificates of insurance shall be delivered to the Public Agency prior to commencement of work. The insurance company shall be licensed in the applicable state in which work is being conducted. The awarded vendor shall give the participating entity a minimum of ten (10) days notice prior to any

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Lenovo (United States) Inc.  9
modifications or cancellation of policies. The awarded vendor shall require all subcontractors performing any work to maintain coverage as specified.

Lenovo concurs with the clarification that notification shall be in accordance with the terms and conditions of the applicable policy provisions.

Legal Obligations
It is the Respondent’s responsibility to be aware of and comply with all local, state, and federal laws governing the sale of products/services identified in this RFP and any awarded contract and shall comply with all while fulfilling the RFP. Applicable laws and regulation must be followed even if not specifically identified herein.

Lenovo concurs that it will comply with all local, state, and federal laws applicable to Lenovo as a provider of information technology products and services.

Protest
A protest of an award or proposed award must be filed in writing within ten (10) days from the date of the official award notification and must be received by 5:00 pm CST. Protests shall be filed with Region 14 ESC and shall include the following:
• Name, address and telephone number of protester
• Original signature of protester or its representative • Identification of the solicitation by RFP number
• Detailed statement of legal and factual grounds including copies of relevant documents and the form of relief requested
Any protest review and action shall be considered final with no further formalities being considered.

Lenovo understands.

Force Majeure
If by reason of Force Majeure, either party hereto shall be rendered unable wholly or in part to carry out its obligations under this Agreement then such party shall give notice and full particulars of Force Majeure in writing to the other party within a reasonable time after occurrence of the event or cause relied upon, and the obligation of the party giving such notice, so far as it is affected by such Force Majeure, shall be suspended during the continuance of the inability then claimed, except as hereinafter provided, but for no longer period, and such party shall endeavor to remove or overcome such inability with all reasonable dispatch. The term Force Majeure as employed herein, shall mean acts of God, strikes, lockouts, or other industrial disturbances, act of public enemy, orders and regulation of any kind of government of the United States or any civil or military authority; insurrections; riots; epidemics; pandemic; landslides; lighting; earthquake; fires; hurricanes; storms; floods; washouts; droughts; arrests; restraint of government and people; civil disturbances; explosions, breakage or accidents to machinery, pipelines or canals, or other causes not reasonably within the control of the party claiming such inability. It is understood and agreed that the settlement of strikes and lockouts shall be entirely within the discretion of the party having the difficulty, and that the above requirement that any Force Majeure shall be remedied with all reasonable dispatch shall not require the settlement of strikes and lockouts by acceding to the demands of the opposing party or parties when such settlement is unfavorable in the judgment of the party having the difficulty
Lenovo concurs.

Prevailing Wage
It shall be the responsibility of the Vendor to comply, when applicable, with the prevailing wage legislation in effect in the jurisdiction of the purchaser. It shall further be the responsibility of the Vendor to monitor

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Lenovo (United States) Inc.  10
the prevailing wage rates as established by the appropriate department of labor for any increase in rates during the term of this contract and adjust wage rates accordingly.

Lenovo does not believe that any prevailing wage laws would be applicable to Lenovo’s provision of products and services under any contract resulting from this solicitation.

Termination
Either party may cancel this contract in whole or in part by providing written notice. The cancellation will take effect 30 business days after the other party receives the notice of cancellation. After the 30th business day all work will cease following completion of final purchase order.

Lenovo is in general agreement with the termination rights provided for above, with the understanding that Lenovo would be reimbursed for any products and services Lenovo delivers through the date of termination, as well as any reimbursable expenses Lenovo incurs. Lenovo would also seek reimbursement of any applicable adjustment or termination charges and for expenses Lenovo incurs as a result of such termination (which Lenovo will take reasonable steps to mitigate), all in accordance with the provisions of the Lenovo Customer Agreement which can be found in Appendix A: Lenovo Customer Agreement o n page 50.

Open Records Policy
Because Region 14 ESC is a governmental entity, responses submitted are subject to release as public information after contracts are executed. If a vendor believes that its response, or parts of its response, may be exempted from disclosure, the vendor must specify page-by-page and line-by-line the parts of the response, which it believes, are exempt. In addition, the respondent must specify which exception(s) are applicable and provide detailed reasons to substantiate the exception(s).

The determination of whether information is confidential and not subject to disclosure is the duty of the Office of Attorney General (OAG). Region 14 ESC must provide the OAG sufficient information to render an opinion and therefore, vague and general claims to confidentiality by the respondent are not acceptable. Region 14 ESC must comply with the opinions of the OAG. Region14 ESC assumes no responsibility for asserting legal arguments on behalf of any vendor. Respondent are advised to consult with their legal counsel concerning disclosure issues resulting from this procurement process and to take precautions to safeguard trade secrets and other proprietary information.

Lenovo understands.

Process
Region 14 ESC will evaluate proposals in accordance with, and subject to, the relevant statutes, ordinances, rules, and regulations that govern its procurement practices. NCPA will assist Region 14 ESC in evaluating proposals. Award(s) will be made to the prospective vendor whose response is determined to be the most advantageous to Region 14 ESC, NCPA, and its participating agencies. To qualify for evaluation, response must have been submitted on time, and satisfy all mandatory requirements identified in this document.

Lenovo concurs.

Contract Administration
The contract will be administered by Region 14 ESC. The National Program will be administered by NCPA on behalf of Region 14 ESC.

Lenovo understands.

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Lenovo (United States) Inc.  11
Contract Term
The contract term will be for three (3) year starting from the date of the award. The contract may be renewed for up to five (5) additional one-year terms or any combination of time equally not more than 5 years.

It should be noted that maintenance/service agreements may be issued for up to (5) years under this contract even if the contract only lasts for the initial term of the contract. NCPA will monitor any maintenance agreements for the term of the agreement provided they are signed prior to the termination or expiration of this contract.

Lenovo understands.

Contract Waiver
Any waiver of any provision of this contract shall be in writing and shall be signed by the duly authorized agent of Region 14 ESC. The waiver by either party of any term or condition of this contract shall not be deemed to constitute waiver thereof nor a waiver of any further or additional right that such party may hold under this contract.

Lenovo understands.

Price Increases
Should it become necessary, price increase requests may be submitted at any point during the term of the contract by written amendment. Included with the request must be documentation and/or formal cost justification for these changes. Requests will be formally reviewed, and if justified, the amendment will be approved.

Lenovo understands.

Products and Services Additions
New Products and/or Services may be added to the resulting contract at any time during the term by written amendment, to the extent that those products and/or services are within the scope of this RFP.

Lenovo concurs.

Competitive Range
It may be necessary for Region 14 ESC to establish a competitive range. Responses not in the competitive range are unacceptable and do not receive further award consideration.

Lenovo understands.

Deviations and Exceptions
Deviations or exceptions stipulated in response may result in disqualification. It is the intent of Region 14 ESC to award a vendor’s complete line of products and/or services, when possible.

Lenovo understands.

Estimated Quantities
While no minimum volume is guaranteed, the estimated (but not limited to) annual volume for Products and Services purchased under the proposed Master Agreement is $400 million dollars annually. This estimate is based on the anticipated volume of Region 14 ESC and current sales within the NCPA program.

Lenovo understands.

Evaluation
Region 14 ESC will review and evaluate all responses in accordance with, and subject to, the relevant statutes, ordinances, rules and regulations that govern its procurement practices. NCPA will assist the

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lead agency in evaluating proposals. Recommendations for contract awards will be based on multiple factors, each factor being assigned a point value based on its importance.

Lenovo understands.

Formation of Contract
A response to this solicitation is an offer to contract with Region 14 ESC based upon the terms, conditions, scope of work, and specifications contained in this request. A solicitation does not become a contract until it is accepted by Region 14 ESC. The prospective vendor must submit a signed Signature Form with the response thus, eliminating the need for a formal signing process. Contract award letter issued by Region 14 ESC is the counter-signature document establishing acceptance of the contract.

Lenovo understands; however, Lenovo’s offer to contract with Region 14 ESC is based upon Lenovo’s response to the solicitation and Lenovo’s modifications, exceptions, and clarifications thereto.

NCPA Administrative Agreement
The vendor will be required to enter and execute the National Cooperative Purchasing Alliance Administration Agreement with NCPA upon award with Region 14 ESC. The agreement establishes the requirements of the vendor with respect to a nationwide contract effort.

Please note, as Lenovo proposes to utilize the Lenovo Customer Agreement as the basis for the terms and conditions governing Lenovo’s products and services, some of the items within the NCPA Administration Agreement are fully addressed within that Agreement.

Lenovo proposes that Region 14 ESC, NCPA, nor Lenovo shall be obligated in any manner with respect to the products and services proposed under this Solicitation until such time as a written contract reflecting mutually agreed upon terms and conditions is executed.

Clarifications/Discussions
Region 14 ESC may request additional information or clarification from any of the respondents after review of the proposals received for the sole purpose of elimination minor irregularities, informalities, or apparent clerical mistakes in the proposal. Clarification does not give respondent an opportunity to revise or modify its proposal, except to the extent that correction of apparent clerical mistakes results in a revision. After the initial receipt of proposals, Region 14 ESC reserves the right to conduct discussions with those respondent’s whose proposals are determined to be reasonably susceptible of being selected for award. Discussions occur when oral or written communications between Region 14 ESC and respondent’s are conducted for the purpose clarifications involving information essential for determining the acceptability of a proposal or that provides respondent an opportunity to revise or modify its proposal.

Region 14 ESC will not assist respondent bring its proposal up to the level of other proposals through discussions. Region 14 ESC will not indicate to respondent a cost or price that it must meet to neither obtain further consideration nor will it provide any information about other respondents’ proposals or prices.

Lenovo understands.

Multiple Awards
Multiple Contracts may be awarded as a result of the solicitation. Multiple Awards will ensure that any ensuing contracts fulfill current and future requirements of the diverse and large number of participating public agencies.

Lenovo understands.

Past Performance
Past performance is relevant information regarding a vendor’s actions under previously awarded contracts; including the administrative aspects of performance; the vendor’s history of reasonable and

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cooperative behavior and commitment to customer satisfaction; and generally, the vendor’s businesslike concern for the interests of the customer.

Lenovo understands.

Evaluation Criteria
Pricing (40 points)
Electronic Price Lists
• Products, Services, Warranties, etc. price list
• Prices listed will be used to establish both the extent of a vendor’s product lines, services, warranties, etc. available from a particular bidder and the pricing per item.

Ability to Provide and Perform the Required Services for the Contract (25 points) • Product Delivery within participating entities specified parameters • Number of line items delivered complete within the normal delivery time as a percentage of line items ordered.
• Vendor’s ability to perform towards above requirements and desired specifications. • Past Cooperative Program Performance
• Quantity of line items available that are commonly purchased by the entity. • Quality of line items available compared to normal participating entity standards.

References and Experience (20 points)
• A minimum of ten (10) customer references for product and/or services of similar scope dating within past 3 years
• Respondent Reputation in marketplace
• Past Experience working with public sector.
• Exhibited understanding of cooperative purchasing

Value Added Products/Services Description, (8 points)
• Additional Products/Services related to the scope of RFP • Marketing and Training
• Minority and Women Business Enterprise (MWBE) and (HUB) Participation • Customer Service

Technology for Supporting the Program (7 points)
• Electronic on-line catalog, order entry use by and suitability for the entity’s needs • Quality of vendor’s on-line resources for NCPA members. • Specifications and features offered by respondent’s products and/or services

Lenovo understands NCPA’s evaluation criteria.

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Signature Form
The undersigned hereby proposes and agrees to furnish goods and/or services in strict compliance with the terms, specifications and conditions at the prices proposed within response unless noted as clarified in writing in Lenovo’s response. The undersigned further certifies that he/she is an officer of the company and has authority to negotiate and bind the company named below and has not prepared this bid in collusion with any other Respondent and that the contents of this proposal as to prices, terms or conditions of said bid have not been communicated by the undersigned nor by any employee or agent to any person engaged in this type of business prior to the official opening of this proposal.

P
rices are guaranteed: 120 days

Lenovo ( United States) Inc. _____
Company Name

8001 Development Drive _ ______
Address

Morrisville, NC 27560__________
City State Zip

855-2
53- 6686________________ n/a_________________________
Telephone Number Fax Number

[email protected] _________________________________________ Email Address

Darren Estridge _____________ E
xecutive Director______________
Printed Name Position

_____________________________
Authorized Signature

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Tab 2 – NCPA Administration Agreement
Lenovo Response:

Please refer to Appendix A: Lenovo Customer Agreement on page 50 for a copy of the Lenovo Customer Agreement.

Thi
s Administration Agreement is made as of _________________________________, by and between National Cooperative Purchasing Alliance (“NCPA”) and _________________________________ (“Vendor”).

Recitals

WHEREAS, Region 14 ESC has entered into a certain Master Agreement dated _______________________, referenced as Contract Number _______________________, by and between Region 14 ESC and Vendor, as may be amended from time to time in accordance with the terms thereof (the “Master Agreement”), for the purchase of Technology Solutions, Products and Services;

WHEREAS, said Master Agreement provides that any state, city, special district, local government, school district, private K-12 school, technical or vocational school, higher education institution, other government agency or nonprofit organization (hereinafter referred to as “public agency” or collectively, “public agencies”) may purchase products and services at the prices indicated in the Master Agreement;

WHEREAS, NCPA has the administrative and legal capacity to administer purchases under the Master Agreement to public agencies;

WHEREAS, NCPA serves as the administrative agent for Region 14 ESC in connection with other master agreements offered by NCPA

WHEREAS, Region 14 ESC desires NCPA to proceed with administration of the Master Agreement;

WHEREAS, NCPA and Vendor desire to enter into this Agreement to make available the Master Agreement to public agencies on a national basis;

NOW, THEREFORE, in consideration of the payments to be made hereunder and the mutual covenants contained in this Agreement, NCPA and Vendor hereby agree as follows:

General Terms and Conditions
• The Master Agreement, attached hereto as Exhibit 1 and incorporated herein by reference as though fully set forth herein, and the terms and conditions contained therein shall apply to this December 1, 2022
December 1, 2022
Lenovo (United States) Inc

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Administration Agreement except as expressly changed or modified by this Administration Agreement.
• NCPA shall be afforded all of the rights, privileges and indemnifications afforded to Region 14 ESC under the Master Agreement, and such rights, privileges and indemnifications shall accrue and apply with equal effect to NCPA under this Administration Agreement including, but not limited to, Contractor’s obligation to provide appropriate insurance and certain indemnifications to Region 14 ESC.
• Contractor shall perform all duties, responsibilities and obligations required under the Master Agreement in the time and manner specified by the Master Agreement. • NCPA shall perform all of its duties, responsibilities, and obligations as administrator of purchases under the Master Agreement as set forth herein, and Contractor acknowledges that NCPA shall act in the capacity of administrator of purchases under the Master Agreement. • With respect to any purchases made by Region 14 ESC or any Participating Agency pursuant to the Master Agreement, NCPA (a) shall not be construed as a dealer, remarketer, representative, partner, or agent of any type of Contractor, Region 14 ESC, or such Participating Agency, (b) shall not be obligated, liable or responsible (i) for any orders made by Region 14 ESC, any Participating Agency or any employee of Region 14 ESC or Participating Agency under the Master Agreement, or (ii) for any payments required to be made with respect to such order, and (c) shall not be obligated, liable or responsible for any failure by the Participating Agency to (i) comply with procedures or requirements of applicable law, or (ii) obtain the due authorization and approval necessary to purchase under the Master Agreement. NCPA makes no representations or guaranties with respect to any minimum purchases required to be made by Region 14 ESC, any Participating Agency, or any employee of Region 14 ESC or Participating Agency under this Administration Agreement or the Master Agreement.
• With respect to any supplemental agreement entered into between a Participating Agency and Contractor pursuant to the Master Agreement, NCPA, its agents, members and employees shall not be made party to any claim for breach of such agreement. • This Administration Agreement supersedes any and all other agreements, either oral or in writing, between the parties hereto with respect to the subject matter hereof, and no other agreement, statement, or promise relating to the subject matter of this Administrative Agreement which is not contained herein shall be valid or binding.
• Contractor agrees to allow NCPA to use their name and logo within website, marketing materials and advertisement. Any use of NCPA name and logo or any form of publicity regarding this Administration Agreement or the Master Agreement by Contractor must have prior approval from NCPA.
• If any action at law or in equity is brought to enforce or interpret the provisions of this Administration Agreement or to recover any administrative fee and accrued interest, the prevailing party shall be entitled to reasonable attorney’s fees and costs in addition to any other relief to which such party may be entitled.
• Neither this Administration Agreement nor any rights or obligations hereunder shall be assignable by Contractor without prior written consent of NCPA, provided, however, that the Contractor may, without such written consent, assign this Administration Agreement and its rights and delegate its obligations hereunder in connection with the transfer or sale of all or substantially all of its assets or business related to this Administration Agreement, or in the event of its merger, consolidation, change in control or similar transaction. Any permitted assignee shall assume all assigned obligations of its assignor under this Administration Agreement. • This Administration Agreement and NCPA’s rights and obligations hereunder may be assigned at NCPA’s sole discretion, to an existing or newly established legal entity that has the authority and capacity to perform NCPA’s obligations hereunder.

Term of Agreement
This Agreement shall be in effect so long as the Master Agreement remains in effect, provided, however, that the obligation to pay all amounts owed by Vendor to NCPA through the

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termination of this Agreement and all indemnifications afforded by Vendor to NCPA shall surv ive the term of this Agreement.

Fee
s and Reporting
The awarded vendor shall electronically provide NCPA with a detailed quarterly report showing the dollar volume of all sales under the contract for the previous quarter. Reports are due on the fifteenth (15th) day after the close of the previous quarter. It is the responsibility of the awarded vendor to collect and compile all sales under the contract from participating members and submit one (1) report. The report shall include at least the following information as listed in the example below:

Entity Name Zip Code State PO or Job # Sale Amount
Tot
al ____________
Each q
uarter NCPA will invoice the vendor based on the total of sale amount(s) reported. From the invoice the vendor shall pay to NCPA an administrative fee based upon the tiered fee schedule below.

Vendor’s annual sales shall be measured on a calendar year basis. Deadline for term of payment will be included in the invoice NCPA provides.

Annual Sales Through Contract Administrative Fee
0 - $30,000,000 2%
$30,000,001 - $50,000,000 1.5%
$50,000,001+ 1%
Suppl
ier shall maintain an accounting of all purchases made by Public Agencies under the Master Agreement. NCPA and Region 14 ESC reserve the right to audit the accounting for a period of four (4) years from the date NCPA receives the accounting. In the event of such an audit, the requested materials shall be provided at the location designated by Region 14 ESC or NCPA. In the event such audit reveals an under reporting of Contract Sales and a resulting underpayment of administrative fees, Vendor shall promptly pay NCPA the amount of such underpayment, together with interest on such amount and shall be obligated to reimburse NCPA’s costs and expenses for such audit.

Acknowledgment of Contractor Requirements
National Cooperative Purchasing Alliance
Organization Vendor Name
Name Name
Title Title
Address Address
Address Address
Signature Signature
Date Date
Lenovo (United States) Inc.

Darren Estridge
Executive Director Lenovo Government
8001 Development Drive
Morrisville, NC 27560
12/5/2022
Matthew Mackel
Director, Business Development
PO Box 701273
Houston, TX 77270
December 1, 2022

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Tab 3 – Vendor Questionnaire
Please provide responses to the following questions that address your company’s operations, organization, structure, and processes for providing products and services.

Locations Covered
• Bidder must indicate any and all locations where products and services can be offered. • Please indicate the price co-efficient for each location if it varies.

All 50 States & District of Columbia
(Selecting this box is equal to checking all boxes below) Alabama Illinois Montana Rhode Island
Alaska Indiana Nebraska South Carolina
Arizona Iowa Nevada South Dakota
Arkansas Kansas New Hampshire Tennessee
California Massachusetts New Jersey Texas
Colorado Michigan New Mexico Utah
Connecticut Minnesota New York Vermont
Delaware Mississippi North Carolina Virginia
D.C. Missouri North Dakota Washington
Florida Kentucky Ohio West Virginia
Georgia Louisiana Oklahoma Wisconsin
Hawaii Maine Oregon Wyoming
Idaho Maryland Pennsylvania

All U.S. Territories and Outlying Areas
(Selecting this box is equal to checking all boxes below) American Samoa Northern Marina Island
Federated States of Micrones Puerto Rico
Guam U.S. Virgin Islands
Midway Islands

All Canada Provinces and Territories
(Selecting this box is equal to checking all boxes below) Alberta Prince Edward Island
British Columbia Quebec
Manitoba Saskatchewan
New Brunswick Northwest Territories
Newfoundland and Labrador Nunavut
Nova Scotia Yukon
Ontario

If awarded a Master Agreement, will your company extend the terms offered in your Proposal to public agencies in Canada? If no or maybe, please explain.

Yes Maybe No
If an opportunity arises , Lenovo could possibly assist. However, currency requirements and trade agreements may impact how we pursue an opportunity.

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If awarded a Master Agreement, will your company extend the terms offered in your Proposal to private sector customers?
Yes Maybe No

M
inority and Women Business Enterprise (MWBE) and (HUB) Participation It is the policy of some entities participating in NCPA to involve minority and women business enterprises (MWBE) and historically underutilized businesses (HUB) in the purchase of goods and services.

Respondents shall indicate below whether or not they are an M/WBE or HUB certified.

Minority/Women Business Enterprise Respondent Certifies that this firm a Minority / Women Business Enterprise
Historically Underutilized Business Respondent Certifies that this firm is a Historically Underutilized Business

Lenov
o Response:

Neither category above applies to Lenovo.

Small Business, MWBE and HUB Growth
If Proposer is a Large, National or Multinational Organization/Corporation, what programs are in place that partners or supports the growth of small and MWEB and HUB business? If yes, please describe.

N/A, we are a recognized small, MWEB or HUB organization No, we do not have any programs in place.

Yes, we have programs in place.

R
esidency
Responding Company’s principal place of busine ss is in the city of Morrisville, State of North Carolina.

Felony Conviction Notice
Please Check Applicable Box (If the 3rd box is checked, a detailed explanation of the names and convictions must be attached):

A publicly held corporation; therefore, this reporting requirement is not applicable.

Is not owned or operated by anyone who has been convicted of a felony.

Is owned or operated by the following individual(s) who has/have been convicted of a felony

D
istribution Channel
Which best describes your company’s position in the distribution channel:

Manufacturer Direct Certified education/government reseller Authorized Distributor Manufacturer marketing through reseller Value-added reseller Other: ______________________________________

Pr
ocessing Contact Information
Contact Person S teven Franco
Title Account Executive
Company Lenovo (United States) Inc.

Address 8001 Development Drive
City/State/Zip Morrisville, NC 27560
Phone 432-269-9996
Email [email protected]

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Pricing Information
In addition to the current typical unit pricing furnished herein, the Vendor agrees to offer all future product introductions at prices that are proportionate to Contract Pricing. If answer is no, attach a statement detailing how pricing for NCPA participants would be calculated for future product introductions.

Yes No

Pr
icing submitted includes the required NCPA administrative fee. The NCPA fee is calculated based on the invoice price to the customer.

Yes No

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Tab 4 – Vendor Profile
Please provide the following information about your company:

Company’s official registered name.

Lenovo (United States) Inc.

Brief history of your company, including the year it was established.

Lenovo (HKSE: 992) (ADR: LNVGY) is a US$70 billion revenue global technology powerhouse, ranked #172 in the Fortune Global 500, employing 75,000 people around the world, and serving customers every day in 180 markets. Focused on a bold vision to deliver smarter technology for all, Lenovo has built on our success as the world’s leading PC player by expanding into new growth areas of infrastructure, mobile, solutions, and services. This transformation together with Lenovo’s world- changing innovation is building a more inclusive, trustworthy, and sustainable digital society for everyone, everywhere.

While the Lenovo brand came into existence in 2004, the company has a much longer history. From our founding in 1984 through our acquisition of IBM’s award-winning Think ® lines of PCs and laptops in 2005
and the IBM System X in 2014 to our partnerships with more than 900 US state and local agencies today, our focus has yielded one of the industry’s most diverse cultures — serving more than 1 billion customers around the world.

Lenovo (United States) Inc. is the U.S.-based entity within the global Lenovo corporate structure that offers intelligent devices for government, education, business, and consumer customers. Lenovo has become one of the world’s largest manufacturers offering a wide portfolio of connected products, including PCs (ThinkPad, Yoga, Lenovo Legion), tablets, workstations, augmented and virtual reality (AR/VR) devices, and smart home/office solutions. Lenovo (United States) Inc. headquarters are in Morrisville, NC, along with one of our key global research centers.

To find out more, visit www.lenovo.com and read about the latest news via our StoryHub.

Company’s Dun & Bradstreet (D&B) number.

Lenovo’s D&B number is 52-2449153.

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Company’s organizational chart of those individuals that would be involved in the contract.

Corporate office location.
• List the number of sales and services offices for states being bid in solicitation. • List the names of key contacts at each with title, address, phone and e- mail address.

Lenovo team members for the NCPA contract are based out of our US headquarters or in a home office, which is not listed due to privacy reasons. Telephone and email contact information for key team members are listed below.

Lenovo (United States) Inc. Headquarters
8001 Development Drive
Morrisville, NC 27560
(855) 253-6686
www.lenovo.com/us/en

Key Lenovo Contacts Contact Information
Lance Couch, Contract Manager +1 (281) 712-2155
[email protected]
Melissa Autrey Freeman, Senior Contract Analyst +1 (919) 294-0609 [email protected]
Steven Franco, Account Executive +1 (432) 269-9996
[email protected]
Christy D’Onofrio, Inside Sales Representative +1 (919) 874-3537 [email protected]
Chuck Boorman, Director Business Development +1 (512) 657-5220 [email protected]

Define your standard terms of payment.

Lenovo’s standard payment terms and net 30.

Who is your competition in the marketplace?
Lenovo has a large product portfolio and competition varies by product line. However, our largest competitors include Dell, HP, Samsung, Microsoft, and Apple.

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Wha
t differentiates your company from competitors?
Focused on a bold vision to deliver smarter technology for all, Lenovo has built on our success as the world’s leading PC manufacturer by expanding into new growth areas of infrastructure, mobile, solutions, and services. Working with our customers, we strive to build a more inclusive, trustworthy, and sustainable digital society for everyone, everywhere.

History of Innovation
Lenovo’s commitment to innovation differentiates our products. By designing, engineering, and building the world’s most complete portfolio of smart devices and infrastructure, we are leading an Intelligent Transformation – the idea of people improving their lives through the use of transformative technology – to create better experiences and opportunities for millions of customers around the world. Since our inception, Lenovo has won hundreds of technology and design awards for our innovative products – including more than 33,000 active patents globally – and introduced many industry firsts, including the world’s first foldable PC, first 2-in-1 convertible laptop, and first 5G smartphone. Also, we have committed to doubling our R&D investment by fiscal year 23/24 from the fiscal year 20/21 level and are adding 12,000 R&D professionals globally.

Commitment to Sustainability and Social Responsibility
After exceeding our 2020 emissions reduction goals a year ahead of schedule, Lenovo has committed to a vision to achieve net-Zero by 2050 and is working with the Science Based Target Initiative to establish goals that support this vision. Lenovo has reported on sustainability topics since 2008, including outlining our work and goals around climate change mitigation, the circular economy, and sustainable materials. In addition to the net-zero vision, Lenovo has committed to positively impacting 15 million lives through philanthropic programs and partnerships by 2025.

Our
philanthropic arm, the Lenovo Foundation, provides smarter technology for all by empowering underrepresented communities with access to technology and STEM education. We also continue to promote diversity, equity, and inclusion. Lenovo was listed in Bloomberg Gender-Equality Index again in

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2022. We are one of the leaders in our industry with over 36% female representation in our workforce.

Also, Lenovo won 24 best employer and best workplace awards last year, including the World’s Most Admired Companies by Fortune magazine.

Trusted, Award-winning Global Supply Chain
Lenovo has once again been named in the Gartner Global Supply Chain Top 25 listing for 2022 , rising seven places to rank #9. This recognition highlights Lenovo’s leadership as a purpose- driven organization as well as the operational excellence of our global supply chain. Lenovo’s supply chain has always been a core strength, from managing logistics and our relationships with component suppliers and partners to our unique global hybrid manufacturing footprint of 35+ factories around the world that together see five devices shipped every second to customers. Lenovo’s strong supply chain has been a key factor in our ability to stay flexible and resilient in the face of industry challenges in the last few years and to respond customers’ needs more effectively.

D
escribe how your company will market this contract if awarded.

Lenovo has held a contract with NCPA since 2015 and will continue to create awareness of the contract and its contents among potential users of the contract. Our marketing plan will include:
• Email announcement of contract award to current Lenovo North American public sector customers and potential customers
• Social media announcements to promote the Lenovo and NCPA relationship – Announcement (upon award) via Lenovo social media outlets including LinkedIn, Twitter, Facebook, and Instagram
– Lenovo YouTube Channel video explaining benefits and offerings of NCPA • Creation of contract-specific marketing flyer for distribution to Lenovo public sector customers • Ongoing contract awareness/education via telephone and email with public sector customers at all levels (e.g., executives, buyers, and end users)
• Multiple contract references/mentions in various North American customer information sessions, including webinars and road shows specific to public sector customers • Ongoing contract awareness/education with our business partners to develop co-marketing opportunities specific to NCPA customer channels

Describe how you intend to introduce NCPA to your company.

Lenovo has successfully leveraged our contract with NCPA since 2015 and continually hosts training for our team members about the contract as well as new member on-boarding training. We will continue to emphasize our contract with NCPA to Lenovo sellers through the following:
• Email notification to Lenovo public sector sales executives in each North American region covered with intent to cascade to all Lenovo public sector sellers • Several internal informational/orientation webcasts/conference calls for extended Lenovo North American sales teams
• Announcement of award on Lenovo's social media outlets LinkedIn, Twitter, Facebook, and Instagram

Describe your firm’s capabilities and functionality of your on-line catalog / ordering website.

Lenovo can create a web portal designed specifically for our direct accounts. Each portal offers a range of products, services, tools, and support chosen specifically to meet your requirements including:
• Personalization − Customer welcome page and customized order authorization levels • Solution selection − Customized product catalogue, specific prices, products that can be browsed by category with comparison capability, fast path to the most-frequently purchased solutions • Order direct and tracking in real time − Shipping and pay preferences in local currency, order tracking online

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• Ease of use − Interactive help to choose options, contacts associated with account, self-service support tools

Lenovo will provide a 24/7 online ordering portal specifically for NCPA purchases. The selected standard configurations will be displayed prominently on the home page and will also offer customization of internal components on non-image models. In addition to NCPA standards, Lenovo portal users will have access to Lenovo's full product catalog − or any subset thereof as designated by the customer − at negotiated pricing. The Lenovo web portal supports credit card, procurement card, and net 30 purchase methods, and may be limited to one or two methods as needed.

The Lenovo web portal allows users to create and place orders, quotes, and save carts for future use. It also provides a link to our order history tool called Order Visibility Portal (OVP). The OVP tool provides comprehensive order information, customizable searches, and downloads. OVP users can create, save, and repeat custom reports, and can also schedule delivery of this information on a repeat basis.

In addition to NPCA’s procurement website, Lenovo offers a 24/7 Technical Support website (support.lenovo.com/en_US/) that provides drivers, updates, how-t o guides, technical help, and more.

Users can check whether the product is in or out of warranty as well as the warranty expiration date (pcsupport.lenovo.com/us/en/warrantylookup#/) and view the most up-to-da te product information. These support tools are easily accessed through the customized NCPA web portal.

D
escribe your company’s Customer Service Department (hours of operation, number of ser vice centers, etc.)
NCPA can count on Lenovo to provide superior, 24/7/365 Help Desk support through our award- winning call centers. Spread across geographies and time zones, Lenovo’s 19 call centers give customers seamless coverage to support our customers wherever they are. The call center supporting the North American market is in Atlanta, Georgia. The latest telephony technology integrated with call routing and call management applications help to ensure shorter wait times for customers and provides customer call history information to support specialists with each call. Advanced technological links allow the routing of call center calls, transparently to the customer, to provide coverage during emergency situations or natural disasters. For example, when a US call center closed during a hurricane, calls were routed to Canada with no interruption in support to our customers.

Once an end user places a call to the call center, the caller routed to the appropriate call center agent.

This is where initial problem determination and remote diagnostics begin. If the problem is not resolved remotely or via the shipment of a self-service customer replaceable unit (CRU) at this stage, the agent will determine if the unit is eligible for repair or service (e.g., depot/repair center, carry -in, on-site). When the warranty involves on-site service, the agent will electronically dispatch a field service technician to the site. Our objective is to have the technician on-site based on the response objectives by location. The specialist will arrive with the right skills and training, the right parts, and an action plan to resolve the problem.

Lenovo call centers can be reached via our website (https://support.lenovo.com/us/en) or via telephone (1-855-253-6686 #1).

G
reen Initiatives (if applicable)
• As our business grows, we want to make sure we minimize our impact on the Earth’s climate. We are taking every step we can to implement innovative and responsible environmental practices throughout NCPA to reduce our carbon footprint, reduce waste, energy conservation, ensure efficient computing and

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much more. To that effort we ask respondents to provide their companies environmental policy and/or green initiative.

Lenovo has reported on our sustainability efforts since 2008, including outlining our work and goals around climate change mitigation, the circular economy, and sustainable materials. After exceeding our 2020 greenhouse gas (GHG) emissions reduction goals a year ahead of schedule, Lenovo has committed to a vision to achieve net-Zero by 2050 and is working with the Science Based Target Initiative to establish goals that support this vision.

We continually seek new ways to reduce harmful GHG emissions across all of our business activities, including those of our suppliers and customers. Our commitment to climate change and a low -carbon economy can be seen through:
• Approach – To minimize our carbon footprint, we follow a structured approach. This includes a climate and energy policy, climate change strategy, and key objectives and targets to meet. • Operations – As well as driving energy and cost savings, our operational initiatives help us to meet our climate change goals.
• Performance – We have been reporting on our GHG emissions performance for over 10 years.

By continuing to measure, analyze, and disclose our efforts, we strive to make a real difference each year.
• Supply Chain – As a responsible corporate citizen, we monitor sustainability programs across our full supply chain. This includes targets to reduce GHG emissions and minimize environmental impacts. As an approximate percentage of production spend:

For the third consecutive year, Lenovo has been recognized as one of the 2022 world’s 100 most sustainable companies by Corporate Knights. The Corporate Knights annual ESG-foc used rankings evaluated over 7,000 global businesses which generate more than US$1 billion in revenue. Companies are evaluated based on 23 key performance indicators covering resource management, employee management, financial management, clean revenue, clean investment, and supplier performance.

Product Development
Lenovo has integrated green initiatives into all development operations. Every product development team has an environmentally conscious products focal point and environmental requirements as part of Lenovo’s environmental management system, to which all product development must comply. We actively manage our response to ongoing energy-related regulatory activities such as updates to emerging protocols and regulations, and industry-related standards, including:
• ENERGY STAR
® program specifications
• U.S. Department of Energy (DOE) Appliance and Equipment Standards • California Appliance Efficiency Program requirements
• China CEL and CECP Standards
• EU Ecodesign (ErP) requirements

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In 2020, we used nearly 6 million kilograms of recycled plastics in our products, including approximately 4 million kilograms of closed-loop post-consumer recycled content across a portfolio of 103 products.

Looking toward the future, we will continue to integrate sustainable materials and transition to a circular economy. By 2025, we are aiming for the following:
• 100 percent of PC products will contain post-consumer recycled content materials. • 100 percent of smartphone products and accessories will be free of PVC and BFR. • 90 percent of PC products plastic packaging and 60 percent of smartphone packaging will be made from recycled materials.
• We will have enabled the recycling and reuse of 363 million kilograms of end-of-life products and use 136 million kilograms of post-consumer recycled content plastics in our products.

Greener, Lighter Packaging
Over a decade ago, Lenovo began using 100% recycled and recyclable packaging material. Instead of using polystyrene packaging, we now encourage the use of molded pulp, fiber, and low- density polyethylene (LDPE).

In 2018, we began implementing the use of an innovative, bio-based packaging made from bamboo and sugar cane fiber. The material is not only 100 percent biodegradable, but also lighter than previous packaging and its strength characteristics enable design improvements that reduce overall package size. This new packaging was used to ship memory cards and one of our ThinkPad models.

With lighter packaging materials and package weight, the result was

6.7 percent less transportation CO
2 emissions. We are, therefore, looking to expand the use of this bamboo and sugar cane fiber packaging innovation.

A number of our other green packaging initiatives include the following:
• With 100% recycled thermoformed cushions, our PCs can now be stacked closer together and require less packaging material, helping to minimize shipping costs. • Many of our notebook product lines now use 100% post-consumer molded fiber (or paper pulp) packaging, which can be readily recycled in municipal waste streams. • All Think product primary carton boxes contain a minimum of 50% post-consumer fiber content and are required to use the maximum available post-consumer material. • 98% of ThinkPad products now use recycled cushioning material, with the printing on boxes done via flexography with water-based, non-toxic, RoHS compliant inks. • The high recycled content foam we use for server packaging contains a minimum of 65% recycled resin content.
• We are also working with suppliers to reuse packaging used for shipping between our suppliers and Lenovo factories.

Anti-Discrimination Policy (if applicable)
• Describe your organizations’ anti-discrimination policy.

Maintaining a diverse culture and achieving its full potential is fundamental to the Lenovo’s competitive success. A key element in our workforce diversity programs is the commitment to equal employment opportunity and to prohibit discrimination, harassment, and similarly inappropriate behavior in the workplace. Lenovo’s policy and Code of Conduct commits to providing a work environment free of discrimination and harassment based on race, color, gender, religion, age, nationality, social or ethnic origin, sexual orientation, gender identity or expression, marital status, pregnancy, disability, or veteran status. Company policy prohibits management from making employment decisions based on such characteristics. These business activities and the design and administration of Lenovo’s benefit plans

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must comply with all applicable laws. For qualified employees with disabilities, we will make reasonable accommodations needed for effective job performance in a manner that complies with applicable laws.

Diversity and inclusion have been the building blocks of Lenovo’s history and are among our greatest strengths. Our diverse team of people and locations enables collaboration and sharing across borders and encourages us to adopt the best practices in the markets it serves. Lenovo is bringing awareness about inclusion to all its leaders and employees in a variety of ways, including global anti -harassment training to ensure a workplace free of harassment. This year, we are conducting a global campaign with 100 percent target completion rate for global anti-harassment training.

We understand that a diverse business model starts at the top. Lenovo’s leaders throughout the world hold a deep commitment to these values that fuel long-term growth. We believe that a global workforce should reflect the global customers that it serves, and this begins with leadership that is representative of the various cultures and ethnicities that comprise our internal talent.

Vendor Certifications (if applicable)
• Provide a copy of all current licenses, registrations and certifications issued by federal, state and local agencies, and any other licenses, registrations or certifications from any other governmental entity with jurisdiction, allowing respondent to perform the covered services including, but not limited to, licenses, registrations, or certifications. Certifications can include M/WBE, HUB, and manufacturer certifications for sales and service.

Lenovo maintains the necessary business licenses in the various jurisdictions in which we operate globally, including all states and provinces located in the United States and Canada. Our corporate tax identification numbers are 52-2449153 (US) and 85480-7039 RT0001 (Canada). Lenovo is not classified as a small or disadvantaged business.

Lenovo also maintains the necessary licenses and certifications related to Lenovo's manufacturing operations. For example, Lenovo has achieved certifications such as ISO 14001:2015 (environmental), ISO 50001:2018 (energy management), ISO 45001:2018 (occupational health and safety), and ISO 9001:2015 (quality management systems). We are happy to provide additional details upon request.

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Tab 5 – Products and Services/Scope
Respondent shall perform and provide these products and/or services under the terms of this agreement.

The supplier shall assist the end user with making a determination of their individual needs.

Warranty
Proposal should address the following warranty information:
• Applicable warranty and/or guarantees of equipment and installations including any conditions and response time for repair and/or replacement of any components during the warranty period. • Availability of replacement parts
• Life expectancy of equipment under normal use
• Detailed information as to proposed return policy on all equipment Products
• Vendor shall provide equipment, materials and products that are new unless otherwise specified, of good quality and free of defects
Construction
• Vendor shall perform services in a good and workmanlike manner and in accordance with industry standards for the service provided.

Lenovo’s Limited Warranty
Please note, as Lenovo proposes to utilize the Lenovo Customer Agreement as the basi s for the terms and conditions governing Lenovo’s products and services, the issue of warranty is fully addressed within that Agreement. Installation services are not considered part of warranty service but may be obtained through a value-added service.

Please refer to Attachment A, D, and E inside Lenovo’s Customer Agreement for applicable Warranty Service Terms.

Please refer to Appendix A: Lenovo Customer Agreement on page 50 f or a copy of the Lenovo Customer
Agreement.

A key fundamental component of product warranty is our Parts Depots. Support for Lenovo Think and System x products is made available through our industry leading parts inventory management system.

This service support system includes automated dispatch, updated service technologies, preventive maintenance activities, and a parts distribution system.

Regardless of warranty status, Lenovo will cross ship new or equivalent-to-new parts the same day they are ordered, provided order is placed before 3 p.m. (ET). For orders received after that time, Lenovo will ship the part out to meet the service response objectives. In many cases, Lenovo does not require receip t of the failed part before sending out a new part.

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Life Expectancy
Lenovo Think, notebook, desktop, servers, and workstation products as well System x server and storage products are highly durable and engineered for a four- to five-year lifecycle.

Returns
Lenovo’s return policy for public sector customer is 30 days. When a return is needed due to dead-on- arrival (DOA) devices, damaged product, incorrect quantity, or incorrect product delivered, the claim has to be submitted to the appropriate Lenovo inside sales or customer service representative. After analysis and internal approvals, Lenovo will manage the collection of the product from the customer site. Lenovo will then refund the customer for the amount paid for the product that is returned.

The following is a list of suggested (but not limited to) Technology Solutions, Products and Services categories. List all categories along with manufacturer that you are responding with:

Products
Products Manufacturers
Laptops / Notebooks / 2-in-1s Lenovo and Durabook
Tablets Lenovo
Desktop Computers Lenovo
Workstations – Fixed and Mobile Lenovo
Gaming Devices Lenovo
Chromebooks – Education and Enterprise Lenovo
Servers
High Performance Computing
Data Storage / Drives
Converged Infrastructure
Hyper Converged Infrastructure
Cloud Products
Software Lenovo and third-party partners
Security Solutions Lenovo and third-party partners
Data Protection HW / SW Lenovo and third-party partners Networking
Internet of Things (IOT) Lenovo and third-party partners Sensors & Edge Devices Lenovo and third-party partners
Printers & Accessories Third-party partners
Digital Imaging – Cameras / Scanner Third-party partners Keyboard / Mice / Input Devices Lenovo and third-party partners Memory / System Components Lenovo and third-party partners

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Displays / Large Format Displays / Interactive
Flat Panels
Lenovo and third-party partners
Spare Parts Lenovo
Accessories / Cables Lenovo
Battery Back-up / Power / Surge Protectors Third-party partners Sound / Multimedia Lenovo and third-party partners
Telecommunications Products Motorola
Video – Monitors / Cards / Projector Lenovo and third-party partners Interactive Whiteboards
Commercial-Off-the-Shelf (COTS) Software Lenovo and third-party partners Software-as-a-Service (SaaS) Lenovo and third-party partners Infrastructure-as-a-service (IaaS)
Platform-as-a-Service (PaaS)
Software Licensing and Maintenance
Agreements
Lenovo and third-party partners
Subscription Based Software Licenses Lenovo and third-party partners Software Related Services Lenovo and third-party partners

Lenovo manufacturers a wide range of hardware to meet the entirety of the requirements for government and education customers. We offer various form factors of desktops, towers, small form factors and tiny, and in our notebooks as well, clamshell, 2-in-1 (Yoga), detachable and foldable. We also offer both AMD and Intel options throughout the portfolio. The list below is not exhaustive but represents our core hardware offerings.

Laptops
X Series – X1 Carbon, X1 Extreme, X1 Nano, X1 Yoga, X1
Titanium Yoga, X1 Fold 16, X13, X13s, and X13 Yoga
T Series – T14, T14s, T16, T15p, T15g
L Series – L13, L13 Yoga, L14, L15
E Series – E14, E15
C Series – C14
ThinkBook – 13s, 13x, 14, 14p, 15, 16, 16p
Legion
Mobile Thin Clients
Chromebooks – 10e, 11e, 14e, 14w, 100e, 300e,
500e

Laptop Workstations
P Series – P17, P14s, P15, P15s, P15v, P1

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Desktops
M Series Tower – M90t, M80t, M70t, M75t
M Series Small Form Factor – M75s, M70s, M80s, M90s
M Series Tiny – M75q, M70q, M80q, M90q
M Series Nano – M75 IoT
M Series All in One – M90a, M70a
Tiny-in-One – TIO 22”, TIO 24”, TIO 27”
IoT Smart Edge, Nano IoT and EPC300
Legion, Legion Cube
Thin Client

Desktop Workstations
P Series – P360 Tower/Ultra/Tiny, P520, P520c, P620, P720, P920, P920 Rack

Tablets
X12 Detachable
Android – Tab M8 HD, Smart Tab M8 HD, Tab M10 FHD Plus, Smart Tab M10 FHD Plus w/Google, Smart Tab M10 FHD Plus w/Alexa, Yoga Smart Tab s10 w/Google, P11 Pro

Smartphones
Motorola has a 90-year history of innovation…from the first cellular phone to the first 5G device. As the #3 smartphone manufacturer in North America and a business group within the Lenovo corporate structure, Motorola has steadily grown by being the dominant consumer-centric smartphone manufacturer – solving consumer pain points through innovation to create unparalleled value. Motorola’s portfolio consists of products that have the longest battery life, best cellular performance, enterprise grade security with ThinkShield for Mobile, and durability to protect the devices against everyday spills and splashes.

Motorola offers three product families to meet every need:
• Moto G, “Designed for What Matters” – This value family brings aspirational innovation at assessable price points. Premium features such as a stylus, triple cameras, and large displays are available with the Moto G portfolio.
• Edge, “Expanding Possibilities” – This innovative line is comprised of expert mobile craftsmanship that drives what’s next with features such as Ready For, the fastest 5G, and the best in entertainment and imaging experiences. The Edge family is all about performance, style, and technology.
• Razr, “Redefining Boundaries” – The iconic Razr provides all the conveniences of a modern smartphone in the most compact foldable form factor – a design focused innovation. The Razr is a true industry disruptor and has the largest external display to easily access all your content.

Services
Services Manufacturers
Deployment & Installation Lenovo
Professional Services Lenovo
Consulting Services Lenovo
Security Services Lenovo
Business Continuity / Business Resiliency Lenovo
Disaster Recovery Lenovo
VMware Professional Services Lenovo

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Microsoft Professional Services Lenovo
AWS Product and Services Lenovo
Application Services – End User Lenovo
Application Services – Data Center Lenovo
Residencies Lenovo
Managed Services – End User Lenovo
Managed Services – Data Center Lenovo
Education & Training Lenovo
Telecommunications Lenovo
Product Configurations Lenovo
Product Support Lenovo
Warranty Lenovo
Asset Lifecycle Management Lenovo
Asset Recovery Lenovo

Lenovo Services has a wide array of offerings available to help organizations plan, manage, and support their Lenovo hardware. From initial strategic planning to configuration, deployment, security, and more – Lenovo has services and solutions to help companies embrace new workplace technologies.

Planning Services – Planning services include strategy, assessment, and personal consultation to define the “who, what, where, when, and why” for how an organization can integrate Lenovo solutions.

Lenovo experts work closely with your team to carefully examine and plot out how services will be deployed across the organization’s technology footprint, and how Lenovo can help the organization achieve its business goals. Examples include:
• Lenovo Whiteboard Sessions
• Windows Transition Services

Configuration Services – Configuration services shift the expensive and labor-intensive deskside functions from in-house IT teams to highly skilled Lenovo technicians. These services make sure devices are ready for use when they arrive at your customer’s organization. Configuration services reduce operational costs, minimize downtime, and quickly get employees productive with their new PCs.

Examples include:
• Custom Imaging Services – Includes Image Verification, Image Design/Build, Smart Image Services, Image Management, First-Boot Services, and Custom BIOS • Ready-to-Provision (RTP) Services – Includes RTP Release Control and RTP Plus • Asset Tagging
• Laser Etching
• Custom Carton Labels
• Microsoft Autopilot Registration
• Drop-in-the-Box documentation

Deployment Services – When devices arrive at your location, there are many complex and time- consuming tasks for IT to perform for employees to actually begin using their new PCs with the apps and security the company requires. Lenovo’s Deployment Services shift this burden from internal IT teams to Lenovo technicians. Examples include:
• Chrome OS Zero-Touch Enrollment
• Custom Fulfillment Services
• Advanced Deployment Services

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• Lenovo Cloud Provisioning and Recovery
• Modern IT Kits

Support and Protection Services – Lenovo’s rich portfolio of support and protection services give customers the technical support, backup, and repair services needed to keep devices performing at peak efficiency. This includes Lenovo ThinkShield for critical device security and protection from cybersecurity threats. Other examples include:
• Warranty Extensions and Upgrades
– Accidental Damage Protection
– Sealed Battery Warranty
– Keep-Your-Drive Service
• Depot or Onsite Support Services
• Premier Support
• Legion Ultimate Support
• Services Engagement Management
• ThinkShield security solutions
• Lenovo Device Intelligence Plus

Managed Services – Lenovo Managed Services offer other valuable services for IT teams and a portfolio of Lenovo-developed and partner-developed software solutions, including on-site help desks, compliance monitoring and management, and inventory control. Other examples include:
• Lenovo Project Management Office – Includes help desk augmentation/integration and desktop deployment services
• Lenovo Solution Café, Smart Kiosk, Smart Vending, and Smart Lockers • Advanced Exchange Services
• Staff Augmentation
• Lenovo Device-as-a-Service (DaaS)

Asset Recovery Services – Lenovo offers solutions for the environmentally friendly disposal of units while maximizing residual value and ensuring data security and environmental compliance. Examples include:
• CO
2 Offset
• Asset Recycling
• Value Recovery
• Lenovo Genuine Parts

Financial Services Offerings
Financial Services Offerings Manufacturers
Infrastructure-as-a-Service (IaaS) Lenovo
Leasing for Public and Private/Commercial
Entities with schedules included for:

Lenovo
• Fair Market Value Lease Lenovo
• Purchase Option Lease Lenovo
• Tax Exempt Lease Purchase Lease Lenovo
• Flex Lease Purchase Lenovo
• PC-as-a-Service Lenovo

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• Software Schedule Lenovo
Deferred Payments (Direct and Indirect
Financing)
Lenovo
Payment Agreements Lenovo
Usage Agreements Lenovo

Lenovo offers a complete portfolio of IT solutions under our new TruScale “as-a-Service” umbrella.

Lenovo TruScale Services simplify and optimize everything from hardware, software, and licensing to support and management, with one contract and one point of contact. TruScale consists of two primary building blocks – Infrastructure-as-a-Service and Device-as-a-Service; however, the entire Lenovo portfolio is available as-a-service from a single vendor.

In addition, Lenovo Financial Services or LFS (www.lenovo.com/us/en/outletus/landingpage/lenovo- financial-services/) reinforces Lenovo’s commitment to deliver pioneering products and services recognized for their quality, excellence, and trustworthiness. We offer financing solutions and services that compliment your technology solution anywhere in the world.

LF
S is uniquely qualified to support and manage opportunities with customized and integrated processes.

Additional benefits you may enjoy when financing with LFS include:
• Ability to Bundle Costs – LFS offers the option to finance your entire IT solution including hardware, software, and business partner services into a single transaction and invoice. • Total Life-Cycle Management – We offer life-cycle management of your technology assets from acquisition to disposition allowing your organization to always have the most current technology at the lowest cost.
• Protection Against Advancing Technology – Financing through LFS allows you to deploy the latest technological advances with minimal financial impact or risk. Depending upon the lease structure selected, you can add-on or upgrade during the term of the contract, or you can choose to return, extend, or purchase the assets at the end of the contact. • Lower Upfront Costs – Financing 100% of your purchase reduces deployment costs, providing your organization with an ability to acquire the IT assets you need today without impacting cash flow. In addition to preserving working capital and keeping credit lines intact, using an LFS procurement solution allows a quicker ROI.

Finally, customers with large transactions (i.e., hundreds or thousands of assets) will benefit from LFS’ Premier Client Services. Each large account is assigned a servicing representative as a single point of contact for the lifetime of the relationship.

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Tab 8 – Value Added Products and Services
Include any additional products and/or services available that vendor currently performs in their normal course of business that is not included in the scope of the solicitation that you think will enhance and add value to this contract for Region 14 ESC and all NCPA participating entities.

Commitment to Public Sector
Lenovo’s commitment to the public sector runs deep. Currently, Lenovo is supporting public sector customers in every state in the United States, with more than 1,700 government solution contracts.

Lenovo is on the U.S. General Services Administration (GSA) Multiple Award Schedule (MAS) and has been a tested and proven supplier to federal, state, and local agencies across the country.

We have invested in dedicated account teams focused on federal, state, and local government as well as teams that specialize in K-12 education and higher education. In addition, we have created a dedicated center of excellence (COE) for contracts and procurement to ensure a smooth working relationship with our public sector customers. Also, the COE team can help customers navigate national and state purchasing contracts, ensuring they remain compliant with local mandates.

Lenovo’s long history of delivering quality products has made us the world’s #1 PC and tablet maker. We deliver unprecedented reliability and unbeatable mobility to over 900 state and local agencies across the US. Additionally, over 22 military and civilian federal agencies choose Lenovo to modernize their mission.

Lenovo is a trusted provider to various federal agencies, including the Department of Defense, Department of Veterans Affairs, and the Department of Energy.

We share your commitment to end-to-end security, as evidenced in our TAA-compliant products and supply chain. Additionally, we incorporate NIST and TCG standards as well as TPM 2.0 and secure BIOS firmware for peace of mind. The result is trustworthy technology to drive the most critical gov ernment agency functions.

White Glove Services (Primarily for Education)
Effortlessly migrate and integrate new Chromebooks PCs. Lenovo’s “white glove” service comprises of planning, setup, and end-to-end management of custom rollouts and deployments, reducing cost and time to deploy. Pre-enrolled and activated in the Google console, new PCs integrate seamlessly into the organization’s existing environment, right out of the box. A Lenovo Services project manager works with the customer and service delivery teams to develop a jointly agreed to schedule of services, which likely will include the following tasks.

1. Receive system units and stage the equipment in a climate-controlled warehouse.

2. Unbox all systems and thoroughly inspect for any physical damages or blemishes.

3. Identify any system issues or DOA devices to Lenovo and/or customer.

4. Update the Chrome OS to the latest version.

5. Enroll the Chrome OS devices into customer’s Google Apps domain using an enrollment account that does not require admin privileges.

6. Perform wireless network configuration for customer’s network.

7. Repackage all equipment and then deliver to the final customer location based on the required and established schedule.

White glove services for Windows devices are also available upon request.

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Services to Solidify Security in our Supply Chain
As the technology to serve remote workers is growing more sophisticated, so are the techniques to exploit it. Vulnerabilities in the supply chain can create opportunities for criminals to tamper with PCs, removing or replacing components and causing anything from device malfunctions to stolen or lost data.

In this evolving threat landscape, Lenovo has partnered with Intel to provide Trusted Device Setup Services and Transparent Supply Chain Services to keep customers protected by sealing software at the point of manufacturing and bringing Lenovo security into the transport and delivery cycle. The Transparent Supply Chain Service expands device protection into transport and delivery, minimizing the risk of PC tampering throughout the supply chain. The Trusted Device Setup Service minimizes the risk of preload tampering (in transport or at the partner site). Trusted Device Setup takes place in the factory, whereas Transparent Supply Chain encompasses transportation. Together, these two services create a secure chain of ownership, enabling security from manufacturing through delivery.

Sustainability Services All Around
Lenovo strives to not only make great products but also offer services related to those products that make our customers’ decisions easier and better for the community. End-of-life services such as Asset Recovery Services give customers the peace of mind that their devices are recycled properly with certified data wiped drives and the ability to reclaim any residual value the device may hold. Along with our sustainability approach, we also offer CO2 Offset Services that will cover emissions not only during the manufacturing of the device but throughout the life of the device as well.

Lenovo Whiteboard Sessions
Lenovo works with customers to coordinate a whiteboard session led by a Lenovo Services technical specialist with the support of Lenovo’s Transition Services Team and the Image Technology Center. The session is designed to dive deep into a customer’s current PC lifecycle process with a full , end-to- end review of internal process flows and associated challenges, gaps, and goals. The intent of the deep-dive session is to understand an individual organization’s business objectives and how those impact future deployment solution needs. Lenovo’s whiteboard session summary provides a recommended future PC deployment solution based on an organization’s unique capabilities and infrastructure, along with Lenovo’s innovative configuration services, automation and cloud capabilities, and industry best practices.

The Lenovo Services team documents a customer’s current and recommends future process workflows along with the benefits. A whiteboard session allows different parts of a customer’s organization to collaborate, learn about best practice solutions other customers are using, and discuss how those best practices can be used to create efficiencies in their own process. Creating and documenting this process reduces costs across the deployment, including an 80% reduction in deployment time, and transitions the customer to a user self-serve deployment process allowing their team to focus on other projects.

After the session, Lenovo will provide a customized solution report that maps out the organization’s current imaging processes and deployment workflow, and also recommends deployment services to support an improved, highly efficient workflow leveraging automation with associated cost assumptions.

ThinkShield Security
ThinkShield is a custom solution that secures an organization’s most critical data and business technologies with comprehensive, end-to-end protection. From the moment we envision a new platform, we incorporate a security-by-design approach into the R&D process that extends to our supply chain to deliver on our vision of platform security.

Lenovo ThinkShield solutions seamlessly integrate with our industry-leading Lenovo devices to improve user experience and operational efficacy while helping to minimize overall IT cost. With the rapid digital

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transformation of the workplace, ThinkShield keeps customers protected from the evolving threat landscape with advanced, next-gen security capabilities so that your risks and response times are reduced.

Our holistic approach to security starts with our platform security. Built-in ThinkShield security solutions come standard on Lenovo’s industry-leading Think-branded devices. These include such features as our self-healing bios or the Trusted Supplier program, a rigorous vetting process to ensure every supplier meets the highest standards of trust.

Access to Testing and Demo Equipment
Upon request, Lenovo will provide demo equipment for testing purposes that meet the needs of the organization. Also, Lenovo offers customers the opportunity to buy the demo equipment or return it to Lenovo when testing is complete.

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Tab 9 – Required Documents
Federal Funds Certifications
The following clauses are deemed by Lenovo to not be applicable:
• (D) Davis-Bacon Act, as amended (40 U.S.C. 3141-3148). When required by Federal program legislation, all prime construction contracts in excess of $2,000 awarded by non- Federal entities must include a provision for compliance with the Davis-Bacon Act (40 U.S.C. 3141-3144, and 3146-3148) as supplemented by Department of Labor regulations (29 CFR Part 5, “Labor Standards Provisions Applicable to Contracts Covering Federally Financed and Assisted Construction”). In accordance with the statute, contractors must be required to pay wages to laborers and mechanics at a rate not less than the prevailing wages specified in a wage determination made by the Secretary of Labor. In addition, contractors must be required to pay wages not less than once a week. The non-Federal entity must place a copy of the current prevailing wage determination issued by the Department of Labor in each solicitation. The decision to award a contract or subcontract must be conditioned upon the acceptance of the wage determination. The non- Federal entity must report all suspected or reported violations to the Federal awarding agency. The contracts must also include a provision for compliance with the Copeland “Anti-Kickback” Act (40 U.S.C. 3145), as supplemented by Department of Labor regulations (29 CFR Part 3, “Contractors and Subcontractors on Public Building or Public Work Financed in Whole or in Part by Loans or Grants from the United States”). The Act provides that each contractor or subrecipient must be prohibited from inducing, by any means, any person employed in the construction, completion, or repair of public work, to give up any part of the compensation to which he or she is otherwise entitled. The non-Federal entity must report all suspected or reported violations to the Federal awarding agency.

• Pursuant to Federal Rule (D) above, when a Participating Agency expends federal funds during the term of an award for all contracts and subgrants for construction or repair, offeror will be in compliance with all applicable Davis-Bacon Act provisions

• Any Participating Agency will include any current and applicable prevailing wag e determination in each issued solicitation and provide Offeror with any required documentation and/or forms that must be completed by Offeror to remain in compliance the applicable Davis-Bacon Act provisions.

• (E) Contract Work Hours and Safety Standards Act (40 U.S.C. 3701-3708). Where applicable, all contracts awarded by the non-Federal entity in excess of $100,000 that involve the employment of mechanics or laborers must include a provision for compliance with 40 U.S.C. 3702 and 3704, as supplemented by Department of Labor regulations (29 CFR Part 5). Under 40 U.S.C. 3702 of the Act, each contractor must be required to compute the wages of every mechanic and laborer on the basis of a standard work week of 40 hours. Work in excess of the standard work week is permissible provided that the worker is compensated at a rate of not less than one and a half times the basic rate of pay for all hours worked in excess of 40 hours in the work week. The requirements of 40 U.S.C. 3704 are applicable to construction work and provide that no laborer or mechanic must be required to work in surroundings or under working conditions which are unsanitary, hazardous or dangerous. These requirements do not apply to the purchases of supplies or materials or articles ordinarily available on the open market, or contracts for transportation or transmission of intelligence.

• Pursuant to Federal Rule (E) above, when a Participating Agency expends federal funds, offeror certifies that offeror will be in compliance with all applicable provisions of

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the Contract Work Hours and Safety Standards Act during the term of an award for all contracts by Participating Agency resulting from this procurement process.

• (F) Rights to Inventions Made Under a Contract or Agreement. If the Federal award meets the definition of “funding agreement” under 37 CFR §401.2 (a) and the recipient or subrecipient wishes to enter into a contract with a small business firm or nonprofit organization regarding the substitution of parties, assignment or performance of experimental, developmental, or research work under that “funding agreement,” the recipient or subrecipient must comply with the requirements of 37 CFR Part 401, “Rights to Inventions Made by Nonprofit Organizations and Small Business Firms Under Government Grants, Contracts and Cooperative Agreements,” and any implementing regulations issued by the awarding agency.

• Pursuant to Federal Rule (F) above, when federal funds are expended by Participating Agency, the offeror certifies that during the term of an award for all contracts by Participating Agency resulting from this procurement process, the offeror agrees to comply with all applicable requirements as referenced in Federal Rule (F) above

Lenovo takes exception to the following certification as Lenovo does not provide a blanket compliance statement as it relates to this provision. Requests to expressly state compliance with this provision shall be considered on a case-by-case basis.

• CERTIFICATION OF COMPLIANCE WITH BUY AMERICA PROVISIONS To the extent purchases are made with Federal Highway Administration, Federal Railroad Administration, or Federal Transit Administration funds, offeror certifies that its products comply with all applicable provisions of the Buy America Act and agrees to provide such certification or applicable waiver with respect to specific products to any Participating Agency upon request.

Participating Agencies will clearly identify whether Buy America Provisions apply in any issued solicitation. Purchases made in accordance with the Buy America Act must still follow the applicable procurement rules calling for free and open competition.

Clean Air and Water Act & Debarment Notice
To the best of our knowledge and belief, Lenovo concurs.

Contractors Requirements
Lenovo concurs.

Required Clauses for Federal Assistance by FTA
The entire “Require Clauses for Federal Assistance Provided by FTA” section is deemed by Lenovo to not be applicable.

Federal Required Signatures
Please refer to page 48 for Lenovo’s completed Federal Required Signatures form.

Antitrust Certification Statements Texas Government Code § 2155.005 Please refer to page 49 for Lenovo’s completed Antitrust Certification Statements Texas Government Code form.

State Notice Addendum
Lenovo concurs.

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Federal Required Signatures
Offeror certifies compliance with all provisions, laws, acts, regulations, etc. as specifically noted in the pages above.* It is further acknowledged that offeror agrees to comply with all federal, state, and local laws, rules, regulations and ordinances as applicable.

*
Note: Lenovo certifies compliance with all provisions, laws, acts, regulations, etc. as specifically noted in the pages above with the exceptions noted regarding clauses that do not apply to Lenovo and the Lenovo statement pertaining to the Buy America Provisions.

Lenovo (
United States) Inc. _____
Offeror

8001 Development Drive _ ______
Address

Morrisville, NC 27560__________
City State Zip

___________________________
Authorized Signature

November 17, 2022____________
Date

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Antitrust Certification Statements Texas Government
Code § 2155.005

I affirm under penalty of perjury of the laws of the State of Texas that:
(1) I am duly authorized to execute this contract on my own behalf or on behalf of the company, corporation, firm, partnership or individual (Company) listed below; (2) In connection with this bid, neither I nor any representative of the Company has violated any provision of the Texas Free Enterprise and Antitrust Act, Tex. Bus. & Comm. Code Chapter 15; (3) In connection with this bid, neither I nor any representative of the Company has violated any federal antitrust law; and
(4) Neither I nor any representative of the Company has directly or indirectly communicated any of the contents of this bid to a competitor of the Company or any other company, corporation, firm, partnership or individual engaged in the same line of business as the Company.

Lenovo (
United States) Inc. _____
Company Name

8001 Development Drive _ ______
Address

Morrisville, NC 27560__________
City State Zip

855-2
53- 6686________________
Telephone Number

n/a_________________________
Fax Number

[email protected] _________
Email Address

Darren Estridge _______________
Printed Name

Executive Director___ __________
Title

____________________________
Authorized Signature

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Lenovo (United States) Inc.  50
Appendix A: Lenovo Customer Agreement
This appendix includes a copy of the Lenovo Customer Agreement as referenced in our responses within Tab 1 and Tab 2.

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Lenovo Customer Agreement
“Personal Computer”
Parties
This Lenovo Customer Agreement (this “Agreement”) is made by and between:

1. National Cooperative Purchasing Alliance (“Customer”) with an office at PO Box 701273, Houston, TX 77270, and

2. Lenovo (United States) Inc. (“Lenovo”) with an office at 8001 Development Dr., Morrisville, NC 27560.

Customer and Lenovo may be referred to collectively as the “Parties” and each individually as a “Party”.

Agreement Structure
The following documents are incorporated into and form part of this Agreement:

Attachment A: General Terms
Attachment B: Pricing, Products , Services Descriptions and Contact Details Attachment C: Warranty Service Information (“Personal Computer”)

This Agreement applies to all Products and Services ordered by Customer in accordance with its terms and conditions.

Each Party accepts the terms of this Agreement by signing either by hand or, where permitted by law, electronically.

Any reproduction of this Agreement, an Attachment or a Transaction Document made by reliable means, such as PDF using email, shall be considered an original. The Parties have caused this Agreement to be executed by their duly authorized representatives as of the Effective Date. After signing, please return a copy of this Agreement to the Lenovo address shown above.

Accepted and agreed for and on behalf of:

National Cooperative Purchasing Alliance

Lenovo (United States), Inc.

by:

Authorized signature

by:

Authorized signature

Signatory Name:
(type or print)

Signatory Title:

Signature Date:

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ATTACHMENT A
General Terms
1 Definitions
In this Agreement, in addition to the various terms defined elsewhere in this Agreement, the following terms shall be interpreted as follows:

1.1 “Affiliate ” means, with respect to any party, any entity that, during the Term, directly or indirectly controls, is controlled by , or is under common control with such party. For purposes of this definition, “ controls” “controlled by,” and “ under common control with ” mean (i) the ownership, direct or indirect, of (a) more than fifty percent (>50%) of the shares of stock entitled to vote for the election of directors, in the case of a corporation, or (b) more than fifty percent (>50%) or such other controlling interest (as determined by applicable law) in the equity interests of any other type of legal entity (whether in the form of stock or otherwise), or (ii) status as a general partner in any partnership, or any other arrangement whereby a party controls or has the right to control the board of directors or equivalent governing body of a corporation or other entity.

1.2 “Enterprise ” means a Party , and any entity that is controlled by , controls, or is under common control or ownership with such Party, including its sister companies, parent, Affiliates or subsidiaries.

1.3 “Hardware Product ” means a physical programmable electronic Lenovo-b randed or Third Party -branded device designed to process data and perform logic operations, as well as any related device and may include, without limitation, a personal computer, a server, a storage device, and any related accessory and device.

1.4 “Lenovo Pa rtners” means Lenovo and its Affiliates , and their subcontractors, assignees, relevant service providers, distributors and resellers.

1.5 “Machine ” means a Lenovo-branded Hardware Product (to be identified by a “Machine Type”), as well as its features, conversions or upgrades.

1.6 “Machine Code ” means all code provided for a Machine (including, without limitation, a Machine’s firmware and microcode), excluding code that is licensed under a license agreement other than the terms of this Agreement governing the use of Machine Code. The term “Machine Code” specifically includes any whole or partial copy of Machine Code, and any fix, patch, or replacement provided for Machine Code . The licensing of Machine Code is described in Section 8 “Licenses for Machine Code” of this Attachment A “General Terms” below.

1.7 “Materials ” means literary works or other works of authorship, such as Programs and code, documentation, reports, and similar works that Lenovo may deliver to Customer as part of a Service, but excluding Programs, Machine Code, and other items available under their own license terms or agreements.

1.8 “Price ” means, as applicable, the price payable for a Product or the charge payable for a Service.

1.9 “Product ” means any Hardware Product or Program that Lenovo makes available for purchase by Customer under this Agreement.

1.10 “Program ” means any Lenovo-branded or Third Party software, whether in object code or source code form, and whether pre-loaded or provided separately, which is licensed to Customer under a separate license agreement. The term “Program” also includes related licensed materials, such as documentation, but always excludes Machine Code.

1.11 “Service” means the performance of a task, the provision of advice or assistance, or access to a resource such as an information data base that Lenovo makes available to Customer under this Agreement . Unless otherwise agreed hereafter, terms and conditions relating to additional Services other than any warranty services shall be agreed subsequently and set forth in a separate Transaction Document.

1.12 “Third Party ” means any legal entity or individual person which or who is not subject to the terms and conditions of this Agreement, and hence neither a Party nor an Affiliate of a Party.

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1.13 “Transaction Document ” means, strictly subject to Section 18.2 of this Attachment A “General Terms ”, a separate subsequent document accepted by the Parties referencing this Agreement and which contains specific details and terms related to an individual transaction, such as a purchase order, service transaction, statement of work, supplement, product catalog, schedule, invoice, exhibit, change authorization, amendment or addendum and any applicable annex. One or more Transaction Documents may be associated with a single transaction. Each transaction under this Agreement constitutes a separate agreement , and is independent from other such transactions.
2 Orders, Acceptance and Delivery

2.1 Customer may place one or more orders, subject to acceptance by Lenovo, for any of the Products and Services agreed between the Parties under this Agreement, in particular as agreed in a Transaction Document or in an Attachment. Unless agreed otherwise, Customer accepts the terms in Transaction Documents by: (i) signing the relevant Transaction Document, by hand, or electronically or otherwise manifesting assent thereto; (ii) using the Product or Service, or allowing others to do so; or (iii) making any payment for a Product or Service.

2.2 Unless agreed otherwise by Lenovo, acceptance by Lenovo of any such order shall be subject to: (i) proof of Customer’s creditworthiness satisfactory to Lenovo; or (ii) Lenovo’s receipt of a payment guarantee from either Customer or another acceptable guarantor, in a form acceptable to Lenovo.

2.3 A Product or Service becomes subject to this Agreement when Lenovo accepts Customer ’s order by: (i) signing a Transaction Document; (ii) sending Customer written acceptance of the order or billing Customer for the same; (iii) shipping the Product; or (iv) otherwise making the Product or Service available to Customer .

Confirmation of Lenovo’s receipt of a Customer order does not constitute Lenovo’s acceptance of that Customer order.

2.4 Any Transaction Document will require written signature of both Parties, if requested by either Party.

2.5 Delivery dates and shipping dates are estimates, unless otherwise specifically agreed by Lenovo in a Transaction Document.

2.6 For any Program that Lenovo provides to Customer in tangible form, Lenovo fulfils its shipping and delivery obligations upon the delivery of the Program to the Lenovo-designated carrier, unless otherwise agreed to in writing by Customer and Lenovo.
3 Prices, Payment and Taxes

3.1 Prices and related costs for Products and Services shall be as set forth in Attachment B “Pricing, Products, Services Descriptions and Contact Details”, or as otherwise agreed by the Parties in a Transaction Document.

No other discounts, quantity entitlements, or promotions apply unless expressly agreed in writing by Lenovo.

3.2 If not paid in advance of shipment or performance, all amounts due to Lenovo on Services and Products are due upon receipt and not later than thirty (30) days of Lenovo ’s invoice issuance date. Any amounts not received by Lenovo within thirty (30) days of the invoice’s issuance date shall be overdue. In the event payment is not received by Lenovo on or before the 30th day after the date of the invoice, then Lenovo may, in addition to any other remedies available at equity or in law, at its option, elect to do any one or more of the following:
(i) charge interest on the outstanding sum from the due date (both before and after any judgment) at 1.5% per month until paid in full (or, if less, the maximum amount permitted by applicable laws); (ii) suspend any further performance hereunder until such invoice is paid in full; (iii) terminate this Agreement ; and/or sell any undelivered Products in the open market, in which event, Customer agrees to: (a) be liable for any difference between the resale price obtained by Lenovo and the price thereof, as well as for costs and expenses incurred by Lenovo in connection with such resale, and interest as provided herein; and (b) immediately pay such difference to Lenovo upon demand. If Customer fails to take delivery of any Product on any scheduled delivery date, Lenovo shall store such Product as Customer’s agent, and Customer shall be invoiced on the 1st day of each month following such scheduled delivery for reasonable administration and storage costs. Customer shall not have any right to offset any obligation of Lenovo to Customer against any obligation of Customer to Lenovo.

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3.3 Each and every delivery of Products is separate, and Customer agrees not to withhold payment on any one delivery, including, without limitation, a partial delivery, because of a controversy relating to any other delivery or to any undelivered Products . In the event of delivery by installments, whether by prior agreement of the Parties or otherwise, delivery of one or more such installments shall not relieve Customer of its obligation to accept and pay for remaining installments.

3.4 Customer shall pay any applicable sales, use or similar taxes, fees or duties on Services and Products, unless Customer provides exemption documentation to Lenovo. Customer becomes responsible for taxes on (i) Hardware Products and Programs pre-loaded on Hardware Products from the date Lenovo has delivered them to the Lenovo-designated carrier for shipment to Customer, (ii) Programs from the date Lenovo has made them available or accessible to Customer, and (iii) Services from the date on which the Services are provided by Lenovo. Lenovo shall be solely responsible for paying all taxes on Lenovo’s net or gross income. 4 Title and Risk

4.1 When Customer orders any Hardware Product , Lenovo transfers title to Customer upon delivery of the Hardware Product at the Lenovo-designated carrier for shipment to Customer. Lenovo does not transfer title to any Program, which Program is solely licensed in accordance with its applicable terms and not sold.

4.2 For each Hardware Product supplied by it, Lenovo bears the risk of loss or damage up to the time it is delivered to the Lenovo-designated carrier for shipment to Customer. At no cost to Customer, each Hardware Product supplied by Lenovo will be covered by insurance, arranged, managed and paid for by Lenovo or one of its Affiliates for Customer, covering the period until the Hardware Product is delivered to Customer. For the avoidance of doubt, pursuant to Attachment B “Pricing, Products, Services Descriptions and Contact Details” Lenovo will bear freight and duty charges incurred in importing Hardware Products and delivering them to Customer, unless otherwise specifically agreed by Lenovo in a Transaction Document. 5 Warranties

5.1 Warranties for Lenovo Hardware Products: Lenovo warrants that each Lenovo-branded Hardware Product supplied under this Agreement is free from defects in materials and workmanship under normal use during the applicable warranty period. Unless Lenovo specifies otherwise, Lenovo’s warranties for any Lenovo Hardware Product apply only in the country where it was acquired. Unless otherwise specified in a Transaction Document, the warranty period shall commence on the invoice’s issuance date. During the warranty period, Lenovo shall provide repair and exchange service for the Lenovo Hardware Product, without charge, under the type of warranty service designated by Lenovo for the Hardware Product . If a defect in materials or workmanship is discovered during the warranty period and Lenovo is unable either: (i) to repair the Lenovo Hardware Product; or (ii) to replace it with one that is at least functionally equivalent, Customer may return the Lenovo Hardware Product to Lenovo for a pro-rated refund. Lenovo may change components or parts of a Lenovo Hardware Product without notice, provided that the substituted components or parts provide equal or better performance. Any such change shall be at no additional cost to Customer , and will not change Customer’s rights under the warranty applicable to the Lenovo Hardware Product.

5.2 Warranty for Third Party Hardware Products: Lenovo offers no warranty in respect of Third Party Products under this Agreement. Where the supplier or producer of any Third Party Product offers its own warranty, and to the extent that Lenovo is free to do so, Lenovo will upon request endeavor to transfer associated warranty service and other rights to Customer, subject always to the applicable Third Party’s terms and conditions.

5.3 Warranty for Services: Lenovo warrants that it will perform each Service using reasonable care and skill and according to its current description, including any completion criteria, contained in this Agreement or a relevant Attachment or Transaction Document. Customer shall provide timely written notice to Lenovo of any failure to comply with this warranty not later than thirty (30) days after completion of the Service at issue identifying the failure with reasonable particularity, in order that Lenovo may take corrective action as specified in the following sentence. Lenovo will either correct the failure or provide a credit of the charges paid to Lenovo for the defective portion of the Services. Such corrective action shall be Customer’s sole remedy for a breach of this Section 5.3 “Warranty for Services”.

5.4 Warranty for Programs: Lenovo does not offer any warranty in respect of Programs under this Agreement.

See Section 6 “Programs” of this Attachment A “General Terms ” for where to locate warranty terms for Programs, if any.

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5.5 Specific Exclusions: The warranties in this Section 5 “Warranties” are made to and for the benefit solely of the specific buyer under this Agreement and are non-transferable. The warranties stated in this Section 5 “Warranties” shall not apply to any Lenovo Hardware Product: (i) that: (a) has been subjected to misuse, accident, unauthorized modification, improper installation, damage or mishandling, or rendered inoperable due to willful or negligent acts or omissions; (b) has been operated in an unsuitable physical or operating environment or contrary to the applicable documentation published by Lenovo; (c) has been subjected to natural disasters, power surges or discharge, or unauthorized maintenance; or (d) is incapable of being tested by Lenovo under its normal test conditions; or (ii) that is sold for beta, evaluation, testing or demonstration purposes. Lenovo shall not be liable under this Section 5 “Warranties” for claims arising from Customer’s, its Affiliates’ or their subcontractors’, or any unauthorized Third Party’s misuse, neglect, improper installation or testing, attempts to repair, or any other cause beyond the range of the intended use of the Lenovo Hardware Product. The Lenovo Hardware Product warranty will become void if a Hardware Product component is installed as an add-on to or replacement for the original Lenovo Hardware Product, without Lenovo ’s prior written approval. Unless otherwise agreed or mandated by statute, such warranties shall not apply to: (1) any Third Party Hardware Product, including those that Lenovo may provide or integrate into a Lenovo Hardware Product at Customer’s request; or (2) any Program, whether provided with a Lenovo Hardware Product or installed subsequently. The warranties stated in this Section 5 “Warranties” also: (x) do not include any technical support, such as assistance with “how-to” questions and those regarding Lenovo Hardware Product set-up and installation; and (y) shall be voided by the removal or alteration of identification labels on a Lenovo Hardware Product or its parts. In no event shall the warranties stated in this Section 5 “Warranties” include any Lenovo responsibility for: (A) uninterrupted or error-free operation of any Product; (B) correction of any or all program or Program code defects; or (C) any loss of, or damage to, data caused by a Product.

5.6 General Exclusions: TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE WARRANTIES SET FORTH UNDER THIS SECTION 5 “WARRANTIES” ARE EXCLUSIVE AND IN LIEU OF ALL OTHER

WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY

IMPLIED WARRANTIES OF MERCHANTABILITY OR SATISFACTORY QUALITY, NON -INFRINGEMENT OR FITNESS FOR A P ARTICULAR PURPOSE, WHICH LENOVO HEREBY EXPRESSLY DISCLAIMS.

UNLESS OTHERWISE EXPRESSLY SPECIFIED, ALL SOFTWARE, MACHINE CODE , PROGRAMS, SERVICES, SUPPORT AND ALL THIRD PARTY PRODUCTS AND SERVICES ARE PROVIDED “AS IS”,

WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, AND LENOVO MAKES NO WARRANTY THAT ANY PRODUCT WILL OPERATE ON AN UNINTERRUPTED OR ERROR-FREE BASIS. THIRD PARTY

MANUFACTURERS, SUPPLIERS, DEVELOPERS, SERVICE PROVIDERS, LICENSORS OR PUBLISHERS MAY SEPARATELY PROVIDE THEIR OWN WARRANTIES TO CUSTOMER. 6 Programs
Unless otherwise agreed in this Agreement, all terms and conditions for any Program purchased under this Agreement, whether Lenovo or Third Party branded, including but not limited to warranty terms, liability and the use of such Program will solely be governed by its own specific Lenovo or Third Party license terms, as separately provided to or agreed by Customer, as the case may be, before its act ual use. In case, but to the extent only, of any conflict between any of the terms and conditions of this Agreement and those of the license agreement for any such Program, the latter will prevail solely as regards the Program. 7 Specified Image

7.1 The Parties may agree that Lenovo will install a specific “system image” consisting of a specified set of Customer-selected Programs and modules (a “Specified Image”) requested and provided by Customer onto a Lenovo Hardware Product supplied under this Agreement.

7.2 Unless specifically agreed otherwise in writing: (a) Lenovo will act as Customer’s agent when installing Specified Images; (b) Lenovo’s warranty and other Hardware Product -related obligations, including without limitation regarding technical performance, interoperability and Third Party rights compliance, shall be limited to Lenovo Hardware Products in their unmodified state; and (c) Lenovo shall only be liable to provide Hardware Product warranty service to Customer for any Lenovo Hardware Product on which a Specified Image is installed to the extent that the fault reported by Customer can be recreated on the Hardware Product in its standard, unmodified state. Any faults should be reported to Lenovo in writing by Customer not later than ninety (90) days following delivery of the Lenovo Hardware Product to Lenovo’s designated carrier, or the faults will be considered waived.

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8 Licenses for Machine Code
Customer acknowledges that each Machine contains Machine Code. Regardless of the source from which Customer acquires a Machine, the Machine Code shall be subject to the terms of the license agreement included with the relevant Machine. Customer’s use of Machine Code on a Machine is governed by the terms of the applicable Lenovo License Agreement which is available on or through Lenovo’s support website at https://support.lenovo.com/, or other wise will be provided upon request. 9 C onfidentiality

9.1 Any non-public information which is received under this Agreement by one Party from the other and which is clearly marked as “confidential” (“Confidential Information”) shall be (i) maintained in confidence during the term of this Agreement and for two (2) years following termination or expiration of this Agreement (or, if it is Confidential Information additionally marked as and comprising a “trade secret,” for so long as it remains a trade secret under applicable law), (ii) used only for the purpose of fulfilment of the receiving Party’s obligations under this Agreement, and (iii) protected during such periods against unauthorized disclosure by the receiving Party, except for the following permitted disclosures: (a) disclosure to the receiving Party’s Affiliates, employees and contractors with a business “need to know” for the exercise of the receiving Party ’s rights or fulfilment of its obligations under this Agreement, provided that such further recipients are also obligated by the receiving Party to protect the Confidential Information to the same extent as the receiving Party under this Section 9 “Confidentiality” and (b) disclosure with the prior written consent of the disclosing Party. Further, the receiving Party is permitted to disclose any protected Confidential Information of the disclosing Party, to the extent required by law, on condition that in any such case the receiving Party promptly notifies the discloser (to the extent not prohibited by applicable law), to allow the disclosing Party a reasonable opportunity to seek a protective order. Confidential Information is provided with no warranty, and without liability as to its accuracy or completeness. Confidential Information disclosed to a third party, notwithstanding a valid consent provided under this Agreement or in the event of an unauthori zed disclosure, remains Confidential Information under this Section 9 “Confidentiality”. The terms of this Agreement are the Confidential Information of Lenovo.

9.2 Information shall not be considered “Confidential Information” under this Section 9 “Confidentiality”, and the receiving Party is free to disclose it, if: (i) the information was already in the recipient’s possession without obligation of confidentiality at the time of its re ceipt from the receiving Party ; (ii) the information was independently developed by the receiving Party without use of the Confidential Information of the disclosing Party; (iii) the information was obtained from a third party without obligation of confidentiality to the disclosing Party; (iv) the information was or becomes publicly available through no breach of this Agreement by the receiving Party or its Affiliates, employees and contractors; or (v) the disclosing Party reveals the information to a third party without imposing an obligation of confidentiality on the third party.

9.3 The terms of this Section 9 “Confidentiality” supersede and replace the terms of any confidentiality or non- disclosure agreement entered into by and between the Parties prior to the Effective Date (an “NDA”), provided however that any such NDA shall remain effective in accordance with its terms with respect to any confidential information disclosed under it by the Parties prior to the Effective Date. 10 Personal Information

10.1 Lenovo will collect, access, retain and, as appropriate, share (collectively “ Process”) the names and contact information of Customer, as well as machine types and serial numbers of the Products sold to Customer (collectively “ Personal Information ”). This Personal Information will be Processed by Lenovo in order to perform the obligations of this Agreement, including contractual warranties.

10.2 Lenovo will Process Personal Information of Customer consistent with its general website and product privacy statements available at https://www.lenovo.com/us/en/privacy/ an d/or, as applicable, privacy statements designed for a specific Lenovo Product or Service.

10.3 T o perform its obligations pursuant to this Agreement in relation to the Products and Services, Lenovo may transfer Personal Information (i) from any country to any other country in the world where Lenovo and its Enterprise operate, and (ii) to Lenovo’s Enterprise and Lenovo Service Providers acting on Lenovo’s behalf in relation to this Agreement and/or the Products or Services.

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10.4 Lenovo and Customer will comply with all data privacy or data protection laws applicable to their Processing of Personal Information pursuant to this Agreement.

10.5 Lenovo and Customer will have appropriate technical and organizational security measures in place to protect Personal Information from unauthorized access, use, or release.

10.6 If Customer accesses any Personal Information directly from a Lenovo order visibility platform or other data system, Customer (i) shall have in place appropriate administrative, physical, and technical controls to address threats to the confidentiality and security of Lenovo’s platform or data system and associated information and (ii) shall not transfer across international borders any Personal Information it receives from Lenovo without Lenovo’s express prior written consent.

10.7 Lenovo and Customer agree to cooperate as needed to address any actual or suspected Personal Information incident that may occur within the scope of this Agreement, including actual or suspected breaches of Personal Information, and to take any necessary steps to investigate, address, remediate and/or mitigate such incidents.

10.8 Furthermore, Lenovo and Customer agree to appropriately respond to any individual’s requests to review, correct, amend or delete his or her Personal Information Processed within the scope of this Agreement. 11 Additional Customer Responsibilities

11.1 As may be reasonably required by Lenovo , Customer shall provide Lenovo with sufficient and safe access (including remote access authorized by Customer) to Customer’s facilities, systems, information, personnel, and resources, all at no charge to Lenovo . Lenovo shall not be responsible for any delay in performing or failure to perform caused by Customer’s delay in providing such access or performing other Customer responsibilities under this Agreement.

11.2 If Customer is making any facilities, software, hardware or other resources available to Lenovo in connection with this Agreement: (i) Customer shall obtain any Third Party approvals, consents, licenses or permissions related to these resources that may be necessary for Lenovo, or its Affiliates, and/or Lenovo Partners to perform the Services; (ii) Lenovo shall be relieved of any obligation that is adversely affected by Customer’s failure promptly to obtain any of the foregoing; and (iii) Customer shall reimburse Lenovo for any costs and other amounts that Lenovo may incur related to Customer’s failure to obtain any of the foregoing.

11.3 Customer will at all times remain responsible for: (i) the implementation and management of its own data backup and recovery arrangements for any data stored on Customer’s Hardware Products.

11.4 Unless otherwise agreed in an Attachment or a Transaction Document , Customer is responsible for: (i) any data, and the content of any database stored on the Hardware Products or that it makes available to Lenovo in connection with this Agreement; and (ii) the selection and implementation of procedures and controls regarding access to its data, and the security, encryption, protection from unauthorized use, and transmission of data. Lenovo’s responsibilities regarding any such data or database, including any obligations related to data subjects’ rights or the confidentiality and security of the data, will be governed by the specific Transaction Document applicable to the particular Service transactions, which are subject to the provision of Section 17 “Limitation of Liability” of this Attachment A “General Terms” and other terms and conditions of this Agreement. 12 Returns
If for any reason, whether based on applicable law or on a specific contractual provision under this Agreement, Customer is entitled to return a Hardware Product to Lenovo, Customer is responsible, before returning the Hardware Product for: (i) resetting t he system to its original factory settings as provided by Lenovo to Customer; (ii) ensuring that such Hardware Product is entirely free of any Customer or Third Party security interest or deposit; and (iii) securely erasing any Customer or Third Party personal and other data stored on the Hardware Product. If Customer fails to do so, Lenovo shall be entitled to erase all such stored data. Lenovo is not responsible to maintain any program or other data stored in or on any returned Hardware Product and shall not be liable for any such data. Lenovo may operate disposal procedures according to Lenovo defined processes and in accordance with applicable laws. In any event, Customer shall not return any Hardware Products to Lenovo unless Customer has obtained a returned goods authorization from Lenovo for the applicable Hardware Products, and otherwise complies with the return policy of Lenovo then in effect.

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Customer may return a new, standard Product that is still in its sealed, unopened package, to Lenovo for any reason within twenty-one (21) days of the date of invoice for a refund or credit. Customers may only return the entire Product or all such Products for a refund or credit. Partial refunds or credits for Products that are not standard; or Products configured to Customer’s requirements, including installation of software Product options; or quantities of Products that are not separately priced, are not available to Customers. In order to receive a credit or refund, Customer must contact its Lenovo Customer Support Representative to obtain a return-authorization form. Customer must return the new Product, including all documentation and accessories, intact and in its unopened original packaging to the location and by the date specified by Lenovo.

A copy of the invoice, the return-authorization form, and the shipping label must accompany the returned Product. Shipping and handling charges will not be refunded or credited to Customer. Products returned without a Lenovo return-authorization form, or returned after the date specified by Lenovo, may be subject to a restocking fee in the amount of fifteen percent (15%) of the price paid.

Customer agrees to pay the restocking fee if charged by Lenovo. A refund or credit is not available for the return of Products which are not generally available to customers and for which Lenovo created a unique machine type model (MTM) or a part number. Returns of Products shipped as a result of a Lenovo error will be accepted by Lenovo. Lenovo will initiate a return of such Products with appropriate documentation at no charge to Customer if Lenovo is notified of the error within twenty one (21) days of the date of the invoice. If Customer acquired a software Product separate from a hardware Product, and paid a software license fee, but does not agree to the terms of the license, Customer may return the software Product within twenty one (21) days of the date of invoice and receive a refund or credit in the amount of the fee. 13 Export Regulations
Any use, export, re-export, or transfer in- country, either directly or indirectly, of Products and technical data supplied by Lenovo under this Agreement is subject to applicable export laws and regulations, including without limitation those of the United States and the European Union. Customer is responsible for compliance with all applicable export laws and regulations when using, exporting, re-exporting, or transferring in-country, directly or indirectly, any such Product or technical data. Customer shall defend, indemnify and hold Lenovo and its Affiliates harmless from any claim, damage, liability or expense (including but not limited to reasonable attorneys’ fees, costs of investigation, and costs of defense) arising out of or in connection with any violation of this Section 13 “Export Regulations”.

This Agreement shall immediately terminate in the event Customer is listed as a restricted party on any sanctions list including, but not limited to, the United Nations Sanctions List, United States Treasury Department’s Office of Foreign Asset Control Specially Designated National List; and the United States Department of Commerce’s Denied Parties List, Entity List, or Un verified List. Lenovo shall have no further obligations under this Agreement until Customer is no longer designated a restricted party. 14 Force Majeure
Except for payment obligations, neither Party shall be liable to the other for any failure or delay in the performance of its obligations, to the extent such failure or delay is caused by: fire, flood, earthquakes, or other elements of nature; acts of war; terrorism, riots, strikes, labor stoppages, civil disorders, rebellions or revolutions; epidemics, communication line or power failures; governmental laws, court orders or regulations; or any other cause beyond its reasonable control.
15 Intellectual Property Rights

15.1 Lenovo and its suppliers retain ownership of all their pre- existing intellectual property as well as intellectual property rights that were developed outside of this Agreement and any modifications or enhancements of such intellectual property that may be made under this Agreement . To the extent they are embedded in any Materials, such intellectual property is licensed in accordance with their separate licenses provided to or agreed with Customer.

15.2 Lenovo and its suppliers shall own all intellectual property rights in Materials created as part of a Services transaction. Lenovo grants Customer an irrevocable, nonexclusive, worldwide, paid-up license to use, execute, reproduce, display, perform and distribute copies of these Materials only to Customer’s Affiliates.

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15.3 Each Party agrees to reproduce the copyright notice and any other legend of ownership on any copies made under the licenses granted in this Section 15 “Intellectual Property Rights”.

15.4 Each Party grants the other only the licenses and rights expressly specified in this Agreement. Unless agreed by the Parties in a separate license agreement, no other licenses or rights to Products (including licenses or rights under any patent, copyright, trademark or any other intellectual property right) are granted either directly, by implication, or otherwise by either Party.

15.5 The rights and licenses granted to Customer under this Agreement may be terminated by Lenovo if Customer fails to fulfil its applicable payment obligations.

15.6 Unless otherwise agreed, neither Party grants the other the right to use its or any of its Affiliates’ trademarks, trade names, logos or other designations in any promotion or publication without prior written consent. 16 Intellectual Property Indemnification

16.1 If a Third Party files a lawsuit against Customer claiming that a Lenovo-branded Product infringes that party’s patents or copyrig hts (hereinafter referred to as a “ Claim”) for the purposes of this Section 16 “Intellectual Property Indemnification” , Lenovo will indemnify Customer against that Claim at Lenovo’s expense. At Lenovo’s option, Lenovo may also defend Customer against that Claim at Lenovo’s expense.

16.2 Lenovo’s obligations under this Section are conditioned on the following: (1) Customer promptly notifies Lenovo in writing of the Claim ; (2) if Lenovo elects to defend, Lenovo will solely control the conduct of the defense and any settlement of the Claim and Customer must fully and timely cooperate with Lenovo and provide Lenovo with all reasonably requested authority, information and assistance in connection with defense of the Claim; and (3) Customer is and remains in compliance with the terms of this Agreement , including Customer's obligations under this Section 16 “Intellectual Property Indemnification” . Lenovo will not be responsible for any costs, expenses or compromise incurred or made by Customer without Lenovo’s prior written consent.

16.3 If such a Claim is made or appears likely to be made, and Customer maintains an inventory of Products, Customer shall permit Lenovo, in Lenovo’s sole discretion, to: (1) enable Customer to continue to use and sell the Products; (2) modify the Products so that they are non-infringing; (3) replace the Products with non- infringing, functionally-equivalent products; or (4) provide a credit to Customer equal to the net book value of any Products that Customer promptly returns to Lenovo at its written request.

16.4 Lenovo shall have no obligation regarding any Claim based on: (1) anything Customer or a Third Party on Customer's behalf provides which is incorporated into, or combined with a Product; (2) modification of a Product by Customer or a Third Party on Customer's behalf; (3) the combination, operation, or use of a Product with any products not provided by Lenovo as a system, or the combination, operation, or use of a Product with any product, data, apparatus or business method that Lenovo did not provide; (4) Lenovo’s compliance with Customer’s specifications or requirements; or (5) infringement by a Third Party product alone and used by Customer, as opposed to its combination with Products; or (6) any standard essential patent ((1) through (6) are collectively the “ Customer Obligations”). Customer will defend and indemnify Lenovo for all costs and damages arising from infringement claims against Lenovo based upon the Customer Obligations provided that (a) Lenovo promptly notifies Customer in writing of such claim; (b) Customer will solely control the conduct of the defense and any settlement of such claim and Lenovo must fully and timely cooperate with Customer and provide Customer with all reasonably requested authority, information and assistance in connection with defense of the claim; and (c) no settlement of such claim shall be made without Lenovo’s prior written consent if the settlement would result in a payment from Lenovo or in any ongoing obligation or restriction on Lenovo or a Product.

16.5 The foregoing is Lenovo’s entire obligation to Customer, and Customer’s exclusive remedy, regarding any Claim.
17 Limitation of Liability

17.1 Except as expressly stated in this Agreement, neither Enterprise shall be liable to the other Enterprise for any of the following even if informed of their possibility or foreseeable and whether the claim arises in contract, tort (including gross negligence where legally permissible) , or otherwise: (1) third-party claims for damages; (2)

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loss of, or damage to, data; (3) special, incidental, indirect , punitive, exemplary or consequential damages; (4) loss of profits, business, revenue, goodwill or anticipated savings; (5) loss of use; or ( 6) wasted management time.

17.2 The maximum cumulative liability of either Enterprise to the other Enterprise for all actions arising out of or related to this Agreement and all orders issued hereunder, regardless of the form of the action or the theory of recovery, sh all be limited to actual direct damages, not to exceed the total amount paid or payable by Customer and the Enterprise of which it is a part to Lenovo and the Enterprise of which it is a part for all orders issued under this Agreement.

17.3 The provisions of Sections 17.1 and 17.2 of this Attachment A “General Terms” shall also limit the liability of Lenovo, its subcontractors, suppliers and program developers, collectively, to Customer and the Enterprise of which it is a part.

17.4 The provisions of Sections 17.1 and 17.2 of this Attachment A “General Terms” shall not apply to either Party’s obligations under Sections 16 “Intellectual Property Indemnification” of this Attachment A “General Terms”.

17.5 The provisions of this Section 17 “Limitation of Liability” shall not apply to the extent prevented or restricted by mandatory applicable law (including without limitation in relation to fraud) that cannot be amended or excluded by contractual waiver.
18 Entire Agreement and Conflicts

18.1 This Agreement, including the Attachments described on the cover page, any Transaction Documents hereunder, and any other referenced terms and conditions incorporated herein form the entire Agreement of the Parties with respect to the subject -matter of this Agreement, and together replace any prior or contemporaneous agreements, understandings, communications, representations, undertakings, warranties, promises, covenants, and commitments, whether oral or written, between the Parties regarding the subject- matter of this Agreement.

18.2 Unless otherwise agreed herein or otherwise, additional or different terms, Product descriptions, statements of work or sim ilar Transaction Documents shall only become part of this Agreement if agreed in a signed written document executed by the Parties, in particular where the provisions of this Agreement are incorporated or referenced. Additional or different terms in any other written communication without the written consent of Lenovo, such as on a purchase order, are void.

18.3 In the event, but only to the extent, of any conflict between the provisions of this Agreement, and those of any of its Attachments or any other document incorporated into this Agreement, the following order of precedence shall apply:
(1) any subsequent Transaction Document created under, and referring to, this Agreement shall prevail as to the specific Products or Services referenced therein; provided that, to the extent there is any conflict among Transaction Documents, the most recently executed Transaction Document will prevail over any other previously executed Transaction Documents; (2) any Attachment to this Agreement;
(3) these General Terms.
19 Term and Termination

19.1 The term of this Agreement shall begin on xx/xx/xxxx Date and continue for three (3) years with option to renew for up to five (5) additional one-year terms or any combination of time equally not more than 5 years if agreed to by Region 14 ESC and the vendor.

19.2 E ither Party may terminate this Agreement early without cause upon thirty (30) days’ prior written notice to the other Party. Either Party may terminate this Agreement early if the other Party, materially breaches the terms of this Agreement ; provided the Party alleged not to be in compliance is given written notice of the non - compliance and not less than thirty (30) days to cure, except in the event of a non-payment in which case only

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ten (10) days to cure shall be required. Any transaction validly initiated under this Agreement shall remain governed by the terms and conditions of this Agreement until completion, notwithstanding any early termination of this Agreement, unless otherwise agreed by the Parties in writing.

19.3 Any terms of this Agreement which expressly or by their nature survive the expiration or termination of this Agreement, including but not limited to Section 15 “Intellectual Property Rights” and Section 17 “Limitation of Liability” of this Attachment A “General Terms”, shall survive the expiration or termination of this Agreement. 20 Assignment
Neither Party may assign this Agreement , in whole or in part, without the prior written consent of the other Party. Neither Party shall unreasonably withhold, condition or delay such consent. The assignment of this Agreement, in whole or in part by either Party to any of its Affiliates, or to a successor organization by merger or acquisition, does not require the consent of the other Party unless the proposed assignee of Customer is a competitor of Lenovo. Lenovo may assign its rights to receive payments under this Agreement without Customer’s consent.
21 Governing Law and Venue
This Agreement and all orders issued hereunder will be governed under the laws of the State of New York, without regard to its conflict of law principles. Neither party may bring an action arising out of or related to this Agreement more than two (2) years after the cause of action arose. 22 Miscellaneous

22.1 The Parties shall endeavor in good faith to amicably resolve any dispute arising out of or in connection with this Agreement and will cooperate to escalate any disputes to their management teams, as appropriate.

22.2 Customer may not bring an action arising out of or related to this Agreement more than one (1) year after the cause of action arose. The rights and obligations of each Party are valid only in the jurisdiction in which the transaction is performed or, if Lenovo agrees, where the Product is placed in productive use, except that all licenses are valid as specifically granted. Nothing in this Agreement affects any statutory rights of consumers that cannot be waived or limited by contract.

22.3 Unless otherwise agreed in writing in advance by Lenovo under a Transaction Document, Products are sold under this Agreement for Customer’s own use and not for onward resale, lease or rental, other than to an Affiliate of Customer. If Customer sells, leases or rents Products or Services purchased from Lenovo in competition with Lenovo resellers, Lenovo may terminate this Agreement and any open transactions hereunder with immediate effect and discontinue further sales to Customer.

22.4 Notices and other written communications are to be sent to the physical, e-mail or facsimile address specified in an appli cable Attachment or Transaction Document. Electronic mail can be used to send and receive communications in connection with this Agreement . All such communications shall be considered a signed writing. An identification code or “user ID” contained in an electronic document shall be sufficient to verify the sender’s identity and the document’s authenticity.

22.5 The Parties are independent contractors. Neither this Agreement nor any transaction hereunder shall create the relationships of principal and agent, joint venturers, partners, or employer or employee as between Customer and Lenovo or their respective Affiliates.

22.6 Each Party shall assign personnel that are reasonably qualified to perform the tasks required of it under this Agreement, and shall be solely responsible for the supervision, direction, control, and compensation of its personnel. Subject to the foregoing, the Parties and their relevant Affiliates may in their sole discretion determine the assignment of their personnel and contractors. Lenovo may delegate any of its rights and obligations under this Agreement to an Affiliate. Lenovo may engage subcontractors to perform this Agreement; provided that Lenovo shall be responsible for the performance of Services under this Agreement by its subcontractors.

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22.7 Either Party may enter into similar agreements with others to develop, acquire, or provide competitive products and services.

22.8 No Third Party beneficiaries are intended to this Agreement. To the fullest extent permitted by applicable law:
(i) no right or cause of action arises or is created, irrespective of whether in contract, tort, under the law or otherwise, in favor of any Third Party under this Agreement or any transaction hereunder; and (ii) no Third Party shall have any right to enforce any of the terms and conditions of this Agreement or of any agreement associated with any transaction hereunder, except that Lenovo ’s suppliers may avail themselves of Section 17 “Limitation of Liability” of this Attachment A “General Terms”.

22.9 Customer is responsible for selecting the Products and Services that meet its needs and for the results obtained from the use of the Products and Services , including Customer ’s decision to implement any recommendation concerning Customer’s business practices and operations. Customer may not and shall not rely on Lenovo for any of the foregoing.

22.10 Where approval, acceptance, consent or similar action by Customer is required under this Agreement , such action will not be unreasonably delayed, conditioned or withheld.

22.11 The English versions of this Agreement and the Transaction Documents, regardless of whether a translation in any other language is or shall be made, shall be the only authentic ones. Any translation of this Agreement or a Transaction Document in another language prepared for any reason shall be a non-bi nding accommodation of no legal effect, and the English version of this Agreement or a Transaction Document , including any amendments thereto, shall govern.

22.12 Except as set forth in Section 3 of Attachment B “Pricing, Products, Service Descriptions and Contact Details”, this Agreement may be amended solely by a writing signed by both Parties 23 Lenovo Resellers
Lenovo provides different ways to purchase Products and Services, depending on the region and/or choice of Customer: “Direct” purchase means that the Product or Service is available for purchase directly from Lenovo and subject to this Agreement; and “Indirect ” purchase means that the Product or Service is available for purchase from a Lenovo reseller. Indirect purchase of Products or Services from a reseller shall be subject to such terms and conditions, as well as prices , as Customer and reseller may agree. Lenovo shall not be responsible for: (i) the actions of any such reseller; (ii) any obligation that such reseller may have to Customer; or (iii) any Third Party product or service that such reseller may supply to Customer. [End of Attachment A]

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ATTACHMENT B
Pricing, Products, Services Descriptions and Contact Details 1 Pricing, Products and Services

1.1 Customer is not committing to minimum purchase volumes or order quantities with Lenovo.

1.2 Lenovo makes Products and Services descriptions available to Customer for purchase through a “Customer Product Catalog” or any other Transaction Document or via a website, as agreed by the Parties, at the then current agreed Prices. Prices for additional Services will be agreed subsequently (except for warranty services chargeable at Lenovo’s then-current rates) and set forth in a separate Transaction Document.

1.3 Prices do not include local taxes, Value Added Tax, Goods & Services Tax or tariffs.

1.4 Unless agreed otherwise, international freight, duties and insurance are included in the Prices, with the exception of some countries which shall be communicated to Customer in advance. Transportation or delivery charges, if applicable, will be specified in a Transaction Document. 2 Changes

2.1 Unless a specific period for the validity of Prices has been agreed in writing between the Parties in a Transaction Document, Lenovo may change Prices, including labor rates, for Products and Services and other financial terms under this Agreement by providing Customer at least one (1) month prior written notice, e.g., to reflect a price increase in raw materials or in Product components. However, no such change shall be retroactive. Any such change shall be effective on the date specified in the notice. It shall only apply to new orders, on- going transactions of indefinite duration, and transactions with a defined recurring period. For transactions with a defined recurring period, Customer may request in writing that Lenovo delay the effective date of the change to after the end of the current recurring period.

2.2 Unless otherwise agreed, Customer acknowledges its agreement to have all such changes apply for such transactions: (i) by placing new orders for Products or Services after the effective date of the change; (ii) in the absence of a request that the effective date of the change be delayed until the end of the recurring period; (iii) by allowing transactions to recur or proceed after receipt of the change notice; or (iv) in the absence of notice of termination of transactions of indefinite duration prior to the effective date of the change. Except as provided above, in order for a change to be valid, it must be signed by both Parties.

2.3 The previous paragraph notwithstanding, if the cost on the international market of any Product component rises so significantly that it would not be commercially viable for Lenovo to be obliged to continue to allow Customer to buy the affected Products at the previously agreed Prices or discounts, Customer accepts that:
(i) upon having appropriately demonstrated such worldwide component cost increase, Lenovo may raise the Price of (or lower the discounts for) its affected Products proportionally in order to compensate for such cost increase; or (ii) if Customer refuses such price increase or discount reduction, Lenovo may temporarily refuse to accept Customer ’s orders for the affected Products until the overall cost of components has returned to levels in line with those which applied when this Agreement was first signed. 3 Combination of Prices and Discounts
Prices or discounts may not be combined with any other discounts or promotions, unless approved by Lenovo. 4 Contact Details
Customer Lenovo

Attention: BUSINESS UNIT
Tel.: XXXX
Fax: XXXX
General E-mail address: XXXX

Attention: Lance Couch
Tel.: 281-712-2155
General E-mail address: [email protected]

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5 Product Catalog
The “Product Catalog” may be updated from time to time. [End of Attachment B]

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Attachment C - Page 1 of 3

ATTACHMENT C
Warranty Service Information (Personal Computers)

1 General
If a defect in material or workmanship is discovered in a Lenovo branded Hardware Product during the warranty period, warranty Service may be obtained by contacting Lenovo or a Lenovo-approved Service provider (“Service Provider ”). Repair, correction and replacement in the manner described below shall constitute fulfilment of all of Lenovo’s obligations under the Lenovo Limited Warranty. A list of Service Providers and their telephone numbers is available through www.lenovo.com/support/phone.

Warranty service may not be available in all locations and may differ from location to location. Charges may apply outside a Service Provider’s normal Service area. Contact a local Service Provider for information specific to Customer’s location.

2 Customer Responsibilities for Warranty Service
Before warranty Service is provided, Customer must take the following steps:

• follow the Service request procedures specified by the Service Provider; • backup or secure all programs and data contained in the Product; • authorize the Service Provider to access the systems and system relevant data necessary to provide warranty Services under this Agreement;
• provide the Service Provider with sufficient, free, and safe access to Customer facilities to perform Service; • remove all data, including confidential information, proprietary information and personal information, from the Hardware Product or, if Customer is unable to remove any such information, modify the information to prevent its access by another party or so that it is not personal data under applicable law. The Service Provider shall not be responsible for the unintentional loss or disclosure of any data, including confidential information, proprietary information, or personal information, on a Hardware Product returned or accessed for warranty service;
• remove all features, parts, options, alterations, and attachments not covered by the warranty; • ensure that the Hardware Product or part is free of any legal restrictions that prevent its replacement; • if Customer is not the owner of a Hardware Product or part, obtain authorization from the owner for the Service Provider to provide warranty Service.

3 What the Service Provider Will Do to Correct Problems When Customer contacts a Service Provider, Customer must follow the specified problem determination and resolution procedures.

The Service Provider will attempt to diagnose and resolve the problem by telephone, e-mail or remote assistance. The Service Provider may direct Customer to download and install designated software updates.

Some problems may be resolved with a replacement part to be installed by Customer called a “Customer Replaceable Unit” (“CRU”). If so, the Service Provider will ship the CRU to Customer for installation.

If the problem cannot be resolved over the telephone; through the application of software updates or the installation of a CRU, the Service Provider will arrange for service under the Type of Warranty Service designated for the Hardware Product as specified in the table below.

If the Service Provider determines that it is unable to repair the Hardware Product, the Service Provider will replace it with one that is at least functionally equivalent.

If the Service Provider determines that it is unable to either repair or replace the Hardware Product, Customer’s sole remedy under this Limited Warranty is to return the Hardware Product to the place of purchase or to Lenovo for a prorated refund of the purchase Price (unless the Customer is entitled to a complete refund under applicable mandatory law).

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4 Replacement Products and Parts
When warranty Service involves the replacement of a Hardware Product or part, the replaced Hardware Product or part becomes Lenovo’s property and the replacement Hardware Product or part becomes Customer’s property. Only unaltered Lenovo Hardware Products and parts are eligible for replacement. The replacement Hardware Product or part provided by Lenovo may not be new, but it will be in good w orking order and at least functionally equivalent to the original Hardware Product or part. The replacement Hardware Product or part shall be warranted for the balance of the warranty period remaining on the original Hardware Product.

5 What this Warranty Does not Cover
This warranty does not cover the following:

• uninterrupted or error-free operation of a Hardware Product; • loss of, or damage to, Customer data by a Hardware Product; • any software programs, whether provided with the Hardware Product or installed subsequently; • failure or damage resulting from misuse, abuse, accident, modification, unsuitable physical or operating environment, natural disasters, power surges, improper mai ntenance, or use not in accordance with the Hardware Product information materials;
• damage caused by a non-authorized Service provider;
• failure of, or damage caused by, any Third Party products, including those that Lenovo may provide or integrate into the Lenovo Hardware Product at Customer’s request; • any technical or other support, such as assistance with “how -to” questions and those regarding a Product set-up and installation; and
• Hardware Products or parts with an altered identification label or from which the identification label has been removed.

If required, the Service Provider will provide repair or exchange Service depending on the type of warranty Service specified for the Hardware Product and the available service. Scheduling of Service will depend upon the time of Customer’s call, parts availability, and other factors.

6 Types of Warranty Service

6.1 Customer Replaceable Unit (CRU) Service
Under “ CRU Service ”, a Service Provider will ship CRUs to Customer for installation by Customer. CRU information and replacement instructions are shipped with the Hardware Product and are available from Lenovo at any time upon request. CRUs that are easily installed by Customer are called “Self-Service CRUs”. “Optional- Service CRUs” are CRUs that may require some technical skills and tools. Installation of Self-Service CRUs is Customer’s responsibility. Customer may request that a Service Provider install Optional -Service CRUs under one of the other types of warranty Service designated for the Hardware Product. An optional Service offering may be available for purchase from a Service Provider or Lenovo under which Self -Service CRUs would be installed for Customer. Customer may find a list of CRUs and their designation in the publication that ships with the Hardware Product or at www.lenovo.com/CRUs. The requirement to return a defective CRU, if any, will be specified in the materials shipped with a replacement CRU. When return is required: (1) return instructions, a prepaid return shipping label, and a container will be included with the replacement CRU; and (2) Customer may be charged for the replacement CRU if the Service Provider does not receive the defective CRU within thirty (30) days of Customer’s receipt of the replacement CRU.

6.2 O
n -Site Service
Under “ On-Site Service ”, a Service Provider will , at its discretion, either repair or exchange the Hardware Product at Customer’s location. Customer must provide a suitable working area to allow disassembly and reassembly of the Hardware Product. Some repairs may need to be completed at a Service center . If so, the Service Provider will send the Hardware Product to the Service center at its expense.

6.3 Courier or Depot Service
Under “Co urier or Depot Service ”, the Hardware Product will be repaired or exchanged at a designated Service center, with shipping at the expense of the Service Provider. Customer is responsible for disconnecting the Hardware Product and packing it in a shipping container provided to Customer for return of the Hardware Product to a designated Service center. A courier will pick up the Hardware Product and deliver it to the designated Service center. The Service center will return the Hardware Product to Customer at its expense.

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6.4 Customer Carry-In Service
Under “ Customer Carry -In Service”, the Hardware Product will be repaired or exchanged after Customer delivers it to a designated Service center at Customer’s risk and expense. After the Hardware Product has been repaired or exchanged, it will be made available for collection by Customer. Failure to collect the Hardware Product may result in the Service Provider disposing of the Hardware Product as it sees fit, with no liability to Customer.

6.5 Mail-In Service
Under “Mail-In Service”, the Hardware Product will be repaired or exchanged at a designated Service center after Customer delivers it at Customer’s risk and expense. After the Hardware Product has been repaired or exchanged, it will be returned to Customer at Lenovo's risk and expense, unless the Service Provider specifies otherwise.

6.6 Customer Two-Way Mail-In Service
Under “ Customer Two -Way Mail -In Service ”, the Hardware Product will be repaired or exchanged after Customer delivers it to a designated Service center at Customer’s risk and expense. After the Hardware Product has been repaired or exchanged, it will be made available to Customer for return shipping at Customer’s risk and expense. If Customer fails to arrange return shipment, the Service Provider may dispose of the Product as it sees fit, with no liability to Customer.

6.7 Product Exchange Service
Under “Product Exchange Service”, Lenovo will ship a replacement Hardware Product to Customer’s location.

Customer shall be responsible for its installation and verification of its operation. The replacement Hardware Product becomes the property of Customer in exchange for the failed Hardware Product, which becomes the property of Lenovo. Customer shall pack the failed Hardware Product in the shipping carton used to ship the replacement Hardware Product and return it to Lenovo. Transportation charges, both ways, shall be at Lenovo’s expense. If Customer fails to use the carton in which the replacement Hardware Product was received, Customer may be responsible for any damage to the failed Hardware Product occurring during shipment. Customer may be charged for the replacement Hardware Product if Lenovo does not receive the failed Hardware Product within thirty (30) days of Customer’s receipt of the replacement Hardware Product.

[End of Attachment C]

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CITY OF SAN MATEO
3 9
5 8

CITY OF SAN MATEO
Agenda Report
City Hall
330 W. 20th Avenue
San Mateo CA 94403
www.cityofsanmateo.org
Agenda Number: 11 Section Name: CONSENT CALENDAR Account Number: 10-2011 File ID: 23-7207 TO: City Council
FROM: Drew Corbett, City Manager
PREPARED BY: Finance Department
MEETING DATE: February 21, 2023
SUBJECT:

Fiscal Year 2021-22 Single Audit – Acceptance
RECOMMENDATION:

Accept the Single Audit for the fiscal year ended June 30, 2022.

BACKGROUND:

The Code of Federal Regulations (CFR) section 200.501 requires the City to issue a Single Audit report if it expends $750,000 or more of federal awards in a fiscal year, which was the case for the City of San Mateo for the fiscal year ended June 30, 2022. The primary component of the Single Audit report is the Schedule of Expenditures of Federal Awards (SEFA), which is presented on page 7 of the attached Single Audit report.

Of the $4,303,219 in total expenditures, the majority of the federal awards expended were from the United States Department of Housing and Urban Development (HUD) for the Community Development Block Grant (CDBG) and the HOME Investment Partnership for a total of $2,447,327 in HUD federal awards expended in the year ended June 30, 2022.

Following formal acceptance by the City Council, the Single Audit report will be submitted to the Federal Audit Clearinghouse for compliance with CFR § 200.501.

BUDGET IMPACT:

Acceptance of the 2021-22 Single Audit report does not have any budgetary impact.

ENVIRONMENTAL DETERMINATION:

This single audit report is not a project subject to CEQA, because it is a government fiscal activity which does not involve any commitment to any specific project which may result in a potentially significant physical impact on the environment. (CEQA Guidelines Section 15378(b)(4).)

NOTICE PROVIDED
All meeting noticing requirements were met.

ATTACHMENTS
Att 1 - Single Audit and Independent Auditors’ Reports For the year ended June 30, 2022

STAFF CONTACT
Rich Lee, Director, Finance
[email protected]
(650) 522-7102

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City of San Mateo

San Mateo, California

Single Audit and
Independent Auditors’ Reports

For the Year Ended June 30, 2022

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City of San Mateo

Table of Contents

Page

Independent Auditors’ Report on Internal Control Over Financial Reporting and on Compliance and Other Matters Based on an Audit of Financial Statements Performed in Accordance with Government Auditing Standards ................................................................... 1

Independent Auditors’ Report on Compliance for Each Major Federal Program, on Internal Control Over Compliance Required by the Uniform Guidance, and on Schedule of Expenditures of Federal Awards ..................................................................................... 3

Schedule of Expenditures of Federal Awards ............................................................................................................ 7

Notes to the Schedule of Expenditures of Federal Awards ........................................................................................ 8

Schedule of Findings and Questioned Costs .............................................................................................................. 9

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2121 North California Blvd., Suite 290
Walnut Creek, California 94596

REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING AND ON COMPLIANCE AND

OTHER MATTERS BASED ON AN AUDIT OF FINANCIAL STATEMENTS PERFORMED IN

ACCORDANCE WITH GOVERNMENT AUDITING STANDARDS

Independent Auditors’ Report

To the Honorable Mayor and Members of City Council
of the City of San Mateo
San Mateo, California

We have audited, in accordance with the auditing standards generally accepted in the United States of America and the standards applicable to fina ncial audits contained in Government Auditing Standards issued by the Comptroller General of the United States, the financial statements of the governmental activities, the business-type activities, each major fund, and the aggregate remaining fund information of the City of San Mateo (the “City”), as of and for the year ended June 30, 2022, and the related notes to the basic fi nancial statements, which coll ectively comprise the City's basic financial statements and have issued our report thereon dated December 2, 2022.

Internal Control Over Financial Reporting

In planning and performing our audit of the financial stat ements, we considered The City’s internal control over financial reporting (internal control) as a basis for designing audit procedures that are appropriate in the circumstances for the purpose of expressing our opinions on the financial statements, but not for the purpose of expressing an opinion on the effectiveness of The City’s internal control. Acco rdingly, we do not express an opinion on the effectiveness of The City’s internal control.

A deficiency in internal control exists when the design or operation of a control does not allow management or employees, in the normal course of performing their assi gned functions, to prevent, or detect and correct, misstatements, on a timely basis. A material weakness is a deficiency, or a combination of deficiencies, in internal control, such that there is a reasonabl e possibility that a material misstatement of the entity’s financial statements will not be prevented, or detected and corrected, on a timely basis. A significant deficiency is a deficiency, or a combination of deficiencies, in internal control that is less severe than a material we akness, yet important enough to merit attention by those charged with governance.

Our consideration of internal control was for the limited pur pose described in the first paragraph of this section and was not designed to identify all deficiencies in internal control that might be material weaknesses or, significant deficiencies. Given these limitations, during our audit we did not identify any deficiencies in internal control that we consider to be material weaknesses. However, material weaknesses may exist that have not been identified.

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To the Honorable Mayor and Members of City Council
of the City of San Mateo
San Mateo, California

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San Mateo City CouncilFebruary 21, 2023

San Mateo City Council
February 21, 2023