Agenda packet, regular meeting — San Mateo City Council, November 20, 2023 (part 1 of 4)

CITY OF SAN MATEO
City Council Regular Meeting
November 20, 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 REMOTELY.

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

To join via Zoom – click here: November 20, 2023
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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.

CALL TO ORDER
Pledge of Allegiance
Roll Call

CEREMONIAL

1. Rethink Waste Poster Contest – Neel V. 8 Grade, North Shoreview Montessori, “Treasure our Trash”

2. Commendatory Resolution C-2 – Gary Esch

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. Campaign Finance Voluntary Expenditure Limit – Ordinance Adoption Adopt an Ordinance to amend Chapter 2.80 “Contributions and Loans to City Candidate Campaigns” to add Section 2.80.055 “Voluntary Expenditure Limit”, and amend various sections related to recall elections and aggregation of contributions.

CEQA: This ordinance adoption 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).)
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4. Bay Meadows Phase II Development Agreement Extension Request – Ordinance Adoption Adopt an Ordinance to approve a three-year extension of the Bay Meadows Phase II Development Agreement.

5. Building Security Code – Ordinance Adoption
Adopt an Ordinance to add Section 23.54. 025 "Secured Building Access for Emergency Personnel" and Section

23.54.035 "Video Surveillance Systems to Chapter 23.54 "Building Security Code." 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).)

6. 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 $311,036.75; establish a contingency reserve in the amount of $46,655.51, for a total amount of $357,692.26; 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).)

7. 41st Ave/Pacific Blvd Trash Capture Project – Agreement Approve an agreement with Schaaf & Wheeler Consulting Civil Engineers to provide professional design services for the 41st Ave/Pacific Blvd Trash Capture Project in the amount of $212,034; establish a contingency reserve in the amount of $22,000; and authorize the Public Works Director to execute the agreement in substantially the form presented and execute any future amendments within the contingency amount.

CEQA: This design agreement is not a project subject to CEQA, because it can be seen with certainty that it will not cause a physical change in the environment. (Public Resources Code Section 21065.) The CEQA clearance requirements of the project will be determined during the design phase, and prior to construction of the project.

8. 2022 San Mateo Rail Corridor Transportation Management Association – Annual Report Review and accept the 2022 San Mateo Rail Corridor Transportation Management Association Annual Report.

CEQA: This San Mateo Rail Corridor TMA Annual Report review and acceptance 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).)

9. Citywide Street Reconstruction Phase 3 – Budget Transfer and Contingency Increase Adopt a Resolution to authorize a budget transfer from Citywide Street Reconstruction Package 2 Project to the Citywide Street Reconstruction Package 1 Project in the amount of $275,000; approve an increase to the contingency reserve associated with the construction agreement with Teichert Construction for the Citywide Street Reconstruction Phase 3 in the amount of $875,000 for a total contingency of $1,298,000; and authorize the Public Works Director to issue change orders within the contingency amount. 2 of 608
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.)

10. Citywide In-Person Safety Training – Agreement
Approve an agreement for professional consultant services with Du-All Safety, LLC in an amount not to exceed $120,000 for in-person safety training of City employees; establish a contingency reserve of $12,000; and authorize the Public Works Director to execute the agreement in substantially the form presented and execute amendments within the contingency amount, including no-cost time extensions.

CEQA: The award of a professional consultant services agreement for in-person safety training is exempt from CEQA in that it can be seen with certainty that there is no possibility this activity will have a significant effect on the environment. (CEQA Guidelines Section 15061(b)(3).)

11. 2023 Sanitary Sewer Root Foaming (North Basin) – Agreement Award an agreement to Duke’s Root Control, Inc. for the 2023 Sanitary Sewer Root Foaming (North Basin) project in an amount not to exceed $326,744.26; establish a contingency reserve of $33,000.00; and authorize the Public Works Director to execute the agreement 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 existing or former use. (CEQA Guidelines Section 15301.)

12. El Camino Real Conveyance System Improvements Project – Appropriation and Construction Contract Adopt a Resolution to authorize an appropriation of funds in the amount of $6,180,000 from the Sewer Fund Reserves to the Basins 2 and 3 Collection Systems Improvements Project, revising the total budget to date to a value of $165,597,185; award a contract with JMB Construction, Inc. for construction of the El Camino Real Conveyance System Improvements Project in an amount not to exceed $11,847,106; establish a contingency reserve in an amount of $2,370,000; and authorize the Public Works Director to execute the agreement in substantially the form presented and issue change orders within the contingency amount.

CEQA: The work addressed by this administrative report is being undertaken to support the Clean Water Program.

This project is subject to the requirements of the California Environmental Quality Act (CEQA), the general components of which are included as part of the Final Programmatic Environmental Impact Report (Final PEIR) (SCH No. 201532006) that was prepared for the Clean Water Program. The Final PEIR was certified by City Council on June 6, 2016.
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13. King Recreation Center New Fire Alarm System – Construction Contract Adopt a Resolution to approve an alternative purchasing procedure to award a construction contract to Newton Construction & Management, Inc. in the amount of $182,702.25; establish a contingency reserve in the amount of $50,000; and authorize the Public Works Director 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 existing or former use. (CEQA Guidelines Section 15301.)

14. Central Park Tennis Court Garage Structural Improvements – Contingency Increase Approve an increase to the contingency reserve for the construction contract with Angeles Contractor, Inc. for improvements to the Central Park Tennis Court Garage in the amount of $90,000 for a new contingency total amount of $115,000; and authorize the Public Works Director to execute the change orders within the contingency amount.

15. Dump Truck Purchases – Purchase Contracts
Adopt a Resolution to approve an alternative purchasing procedure to approve two purchase contracts to Mission Valley Ford Truck Sales, Inc. for the purchase of two (2) new 2023 Ford F650 dump trucks in a total amount not to exceed $257,868.00; to approve one purchase contract to The Ford Store Morgan Hill, Inc. for the purchase of one (1) new 2023 Ford F650 dump truck in a total amount not to exceed $121,107.87; and to approve a purchase contract to Salinas Valley Ford Truck Sales, Inc. for the purchase of one (1) new 2024 Ford F650 dump truck in the total amount not to exceed of $116,083.76; establish a contingency reserve of $20,000.00 for each supplier; and authorize the Public Works Director to execute the purchase contracts in substantially the form presented and issue change orders within the contingency amounts, for a total not to exceed amount of $555,059.63.

CEQA: This purchase 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).)

16. Landscape Maintenance Services: Medians, Islands, and Right of Ways – Agreement Approve an agreement with Loral Landscaping, Inc. for maintenance services of medians, islands, and right of ways in an amount of $865,490.50; authorize a 15 percent contingency of $129,823.58 for a total amount not to exceed $995,314.08; and authorize the Director of Parks and Recreation to execute the agreement in substantially the form presented and issue change orders within the contingency amount.

CEQA: This agreement for median maintenance 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.) 4 of 608

17. Fallen Heroes Memorial Site Work – Construction Contract Adopt a Resolution to approve an alternative purchasing procedure to award a construction contract to Staples Construction Company, Inc. for site improvements for the Fallen Heroes Memorial at Central Park in the amount of $241,751.68; establish a contingency reserve in the amount of $24,175.00; and authorize the Director of Parks and Recreation to execute the contract in substantially the form presented and issue change orders within the contingency amount.

CEQA: The Fallen Heroes Memorial sitework 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.) The Fallen Heroes Memorial sitework is also categorically exempt from CEQA because it consists of construction and location of limited numbers of new, small facilities or structures; installation of small new equipment and facilities in small structures; and the conversion of existing small structures from one use to another where only minor modifications are made in the exterior of the structure. (CEQA Guidelines Section 15303.)

18. Job Specification Updates – Public Works
Adopt a Resolution to approve the revisions to the job specifications for the classifications of Associate Engineer.

CEQA: These job specification revisions are exempt from CEQA review because it can be seen with certainty that there is no possibility that this activity may have a significant effect on the environment. (CEQA Guidelines Section 15061(b)(3).)

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.

PUBLIC HEARING
City Council action on the following public hearing(s) represents a final decision concluding all administrative proceedings. Judicial review may be had only if a petition is filed with the Court not later than the 90th day following the date the decision is made.

Judicial review of environmental determinations may be subject to a time period for litigation as short as 30 days following the date the decision is made.

19. New Objective Design Standards for Multi-Family and Residential Mixed-Use Development – Ordinance Introduction
Adopt a Resolution to establish Objective Design Standards (ODS) for multi-family and residential mixed-use projects; introduce an Ordinance to amend the Zoning Code (Title 27) related to ODS and review processes for multi-family and residential mixed-use projects, and align the fence height standards to match building code standards; and determine that the ODS resolution and Zoning Code amendments qualify for an exemption from further environmental review pursuant to the California Environmental Quality Act (CEQA) Guidelines Section 15061(b)(3).

CEQA: In accordance with California Environmental Quality Act (CEQA) Guidelines, Section 15061(b)(3), adoption of this ordinance is covered by the "common sense exemption" that CEQA applies only to projects which have the potential to cause a significant effect on the environment. Here, it can be seen with certainty that the proposed amendments create objective design standards and a streamlined review process for small projects up to twentyfive (25) residential dwelling units subject to objective design standards would not cause a physical change in the environment and therefore would not have a significant effect on the environment. Proposals for multi-family or 5 of 608
residential mixed-use development will be considered as individual projects and will be evaluated pursuant to CEQA at the time of application submittal.

NEW BUSINESS

20. Community Flood and Storm Protection Initiative – City-Owned Parcels Designate the City Manager as the City's ballot representative and provide direction whether the City Manager should vote on the Community Flood and Storm Protection fee for 98 City-owned parcels subject to the fee, and if so, whether the City Manager should vote “yes” or “no.” 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).)

21. Public Employee Pension Reform Act-180 Day Waiting Period Waiver Request – Police Department Adopt a Resolution to waive the Public Employee Pension Reform Act 180-day waiting period to hire retired annuitant Michelle Licata for a critically needed position.

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).)

22. Municipal Code Clean Up Amendments for San Mateo Municipal Code Chapter 7.35 “Mandatory Organic Waste Disposal Reduction Ordinance” – Ordinance Introduction
Introduce an Ordinance to amend San Mateo Municipal Code Chapter 7.35, “Mandatory Organic Waste Disposal Reduction Ordinance” to Update the Title and Code References in Preparation for Enforcement Beginning January 1, 2024.

CEQA: This amendment of the Mandatory Organic Waste Disposal Reduction Ordinance does not require further environmental review because 1) in accordance with CEQA Guidelines Section 15168, the activities described in this Ordinance are entirely within the scope of a program Environmental Impact Report prepared by CalRecycle concerning the SB 1383 Regulations (PEIR) and the PEIR adequately described the activities described in this Ordinance; and 2) in accordance with CEQA Guidelines Section 15168 and 15162, no conditions exist necessitating supplemental or subsequent environmental review. Additionally, this action is categorically exempt from CEQA as it is an action taken to protect the environment. (CEQA Guidelines Section 15308.)

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.

WATCHING A MEETING ON TV: City Council meetings are broadcast live on Comcast/channel 27, Wave/channel 26, or AT&T/channel 99.

For transmission problems during the broadcast, please call (650) 522-7099. For all other broadcast comments, call (650) 522-7040, Monday-Friday, 8 a.m. - 5 p.m.

WATCHING A MEETING ON A COMPUTER: There are three ways to stream. 1) Public Meeting Portal www.cityofsanmateo.org/publicmeetings 2) City YouTube channel and stream it on YouTube: http://youtube.com/CityofSanMateo 6 of 608
3) Watch TV live stream: https://www.cityofsanmateo.org/193/Channel-San-Mateo-Live-Stream

PUBLIC COMMENTS/REQUEST TO SPEAK
Prior to the Meeting
Send comments to: [email protected] until 4 p.m. the day of the meeting.

During the meeting
By Zoom: 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.

By telephone: 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.

In Person: 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. 7 of 608

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: 10-1511 File ID: 23-8202 TO: City Council
FROM: Alex Khojikian, City Manager
PREPARED BY: City Clerk's Office
MEETING DATE: November 20, 2023
SUBJECT:

Campaign Finance Voluntary Expenditure Limit – Ordinance Adoption RECOMMENDATION:

Adopt an Ordinance to amend Chapter 2.80 “Contributions and Loans to City Candidate Campaigns” to add Section

2.80.055 “Voluntary Expenditure Limit”, and amend various sections related to recall elections and aggregation of contributions.

BACKGROUND:

On November 6, 2023, the City Council introduced the attached proposed ordinance (Attachment 1) to amend Municipal Code Chapter 2.80 “Contributions and Loans to City Candidate Campaigns” to add Section 2.80.055 “Voluntary Expenditure Limit”, and amend various sections related to recall elections and aggregation of contributions. If adopted, this ordinance shall be effective on January 1, 2024.

The City Council also directed staff to no longer charge candidates for the cost of candidate statements in the County’s sample ballot and voter information guide. Because the City will now absorb these costs, proposed ordinance subsection

2.80.055(d(3) that would have included such expenditures towards the voluntary expenditure limit is no longer needed.

Related language was also removed from subsection 2.80.055(d)(4)(A). These changes are shown in Attachment 2.

Pursuant to Charter Section 2.15(d), which allows for limited amendments between introduction and adoption, the referenced language has been removed and the ordinance may be adopted without reintroduction.

BUDGET IMPACT:

There is no budget impact associated with this administrative action.

ENVIRONMENTAL DETERMINATION:

This ordinance adoption 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 Ordinance
Att 2 – Proposed Ordinance (Tracked Changes)
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CITY OF SAN MATEO

STAFF CONTACT
Martin McTaggart, Deputy City Clerk
[email protected]
(650) 522-7044
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CITY OF SAN MATEO

DRAFT ORDINANCE
Amending Chapter 2.80 “Contributions and Loans to City Candidate Campaigns” to Add Section 2.80.055 “Voluntary Expenditure Limit,” and Amend Various Sections Related to Recall Elections and Aggregation of Contributions
WHEREAS, on September 5, 2023, the City Council held a study session regarding potential amendments to San Mateo Municipal Code Chapter 2.80 “Contributions and Loans to City Candidate Campaigns” and provided direction regarding voluntary expenditure limits; and WHEREAS, the adoption of SMMC Section 2.80.055 “Voluntary Expenditure Limit” will allow City Council candidates an opportunity to voluntarily agree to expenditure limits in exchange for specified benefits; and WHEREAS, various sections of Chapter 2.80 require amending to provide that contribution limits do not apply to recall elections, to make clarifying changes addressing the aggregation of contributions, and to make other revisions as directed by the City Council.

NOW, THEREFORE, THE COUNCIL OF THE CITY OF SAN MATEO ORDAINS AS FOLLOWS:

Section 1. Section 2.80.055 of the San Mateo Municipal Code is added to read as follows:

2.80.055 VOLUNTARY EXPENDITURE LIMIT.
(a) Each candidate for election to the City Council in November 2024, and for each City Council election thereafter, shall, prior to the time they file their nomination papers with the city clerk, advise the city clerk in writing on a form provided by the City whether or not the candidate will opt to voluntarily limit their campaign expenditures in accordance with the voluntary campaign expenditure limits set forth in this section and by resolution. The agreement to voluntarily limit campaign expenditures shall pertain to all expenditures incurred by the candidate or the candidate’s committee in support of their candidacy and shall include all such expenditures that a candidate or candidate’s committee is required to report pursuant to the California Political Reform Act of 1974, as amended, whether those expenditures are made before or after the filing of nomination papers.
(b) Withdrawal Period: within three (3) business days after the deadline to file nomination papers with the city clerk, a candidate that previously accepted the voluntary campaign expenditure limit will have one (1) opportunity to notify the city clerk that they have decided not to accept the voluntary campaign expenditure limit. The candidate shall thereafter be relieved of abiding by the expenditure limit. (c) Candidates who agree to abide by the voluntary campaign expenditure limit shall receive the following benefits and incentives at no cost to themselves:
(1) The City’s website will clearly identify which candidates have agreed to the voluntary expenditure limit.
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(2) The City will publish in its regular digital newsletter which candidates have agreed to the voluntary expenditure limit. This will be published twice (once at the next publishing of said newsletter after the withdrawal period and once when the ballots are mailed to residents.) (3) The City will publish notices in a newspaper of general circulation the candidates who agreed to the voluntary expenditure limit.
(d) Calculation of Voluntary Campaign Expenditure Limit. (1) A candidate for district City Councilmember who voluntarily agrees to expenditure ceilings shall not make qualified expenditures exceeding two dollars and fifty cents ($2.50) per resident in the electoral district for each election in which the candidate is seeking elective office. Residency of each electoral district shall be determined by the latest decennial census population figures available for that district. The City Clerk shall publish on its website and in a newspaper of general circulation the expenditure ceiling amount for each district, rounded to the nearest hundred dollars ($100), no later than sixty (60) business days following adoption of the ordinance from which this Section is derived. (2) Beginning on January 1, 2026, the City Clerk shall in even-numbered years increase the expenditure ceiling amounts based upon a finding that the cost of living in the immediate San Francisco Bay Area, as shown on the CPI for all items in the San Francisco Bay Area as published by the U.S.

Department of Labor, Bureau of Statistics, has increased. This increase shall be the cost-of-living adjustment (COLA) computed by reference to the CPI as indexed from a base year that commences in November 2023 (by way of example, on January 1, 2026, the City Clerk will adjust the voluntary expenditure ceiling amounts by determining the increase in CPI from November 2023— November 2025). The increase shall be rounded to the nearest hundred dollars ($100). The City Clerk shall publish the adjusted expenditure ceiling amounts no later than February 1st of each even-numbered year. (3) The following shall not count toward the voluntary campaign expenditure limit:
(A) Filing fees related to the candidacy, including fees paid to the Secretary of State to open or maintain a committee, and fees to translate the candidate statement. (B) Contributions returned by the candidate within thirty (30) days of receipt. (C) Legal fees and costs incurred in connection with litigation arising out of a campaign for City office.
(D) Non-monetary contributions as defined by the Fair Political Practices Commission. (E) Post-election party expenses.
(F) Post office box expenses.
(e) Penalties: Any violation of this section, including the filing of false reports that entitle the candidate to the benefits conferred by this section, shall within seventy-two (72) hours of the City’s knowledge of the violation:
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(1) Be posted on the City's website, and
(2) Be posted in the City’s regular digital newsletter; and (3) Be forwarded to newspapers of general circulation for publication.

Section 2. Section 2.08.020 of the San Mateo Municipal Code is amended to read as follows:

2.08.020 DEFINITIONS.

As used in this chapter, the words and phrases shall be defined in the same manner as they are defined in the Political Reform Act of 1974 (including any amendments thereto) as found in California Government Code Section 81000 et seq., unless defined otherwise in this section. For the purposes of this chapter, the terms below are defined as follows:
(a) "Candidate" means any individual listed on the ballot for election to any City office, or who otherwise has taken affirmative action to seek election to City office, or who receives a contribution or makes an expenditure, or who gives his or her consent for any other person to receive a contribution or make an expenditure with the purpose of bringing about his or her election to any City office. [Subsections (b) – (e) remain unchanged]
Section 3. Section 2.08.030 of the San Mateo Municipal Code is amended to read as follows:

2.08.030 LIMITATIONS ON CONTRIBUTIONS.
(a) For any particular election, no individual shall make, and no candidate, candidate committee treasurer or other person acting on behalf of a candidate committee shall solicit or accept from any individual any contribution which will cause the total amount contributed by such individual to exceed $500.00. (b) For any particular election, no organization shall make, and no candidate, candidate committee treasurer or other person acting on behalf of a candidate committee shall solicit or accept from any organization any contribution which will cause the total amount contributed by such organization to exceed $1,000.00. [Subsections (c) and (d) remain unchanged]
Section 4. Section 2.08.045 of the San Mateo Municipal Code is amended to read as follows:

2.08.045 AGGREGATION OF CONTRIBUTIONS.
[Subsections (a) – (d) remain unchanged]
(e) Aggregated contributions under this section shall be subject to the $1000 contribution limit.

Section 5. Section 2.08.050 of the San Mateo Municipal Code is amended to read as follows:

2.08.050 CANDIDATE CAMPAIGNS ONLY.
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The provisions of this chapter apply to election campaigns for candidates only. The provisions of this chapter do not apply to any ballot measure, referendum or initiative election.

Section 6. Environmental Determination. In accordance with California Environmental Quality Act (CEQA) Guidelines Section 15061(b)(3), this action is covered by the "common sense exemption" in that CEQA applies only to projects which have the potential to cause a significant effect on the environment. Here, it can be seen with certainty that adopting an ordinance amending campaign regulations will not have a significant effect on the environment.

Section 7. Severability. In the event any section, clause or provision of this ordinance shall be determined invalid or unconstitutional, such section, clause or provision shall be deemed severable and all other sections or portions hereof shall remain in full force and effect.

Section 8. Publication. This ordinance shall be published in summary in a newspaper of general circulation, posted in the City Clerk's Office, and posted on the City's website, all in accord with Section 2.15 of the City Charter.

Section 9. Legislative History and Effective Date. This ordinance was introduced on Clerk to complete., and adopted on Clerk to complete., and shall be effective on January 1, 2024. 13 of 608

CITY OF SAN MATEO

NOW, THEREFORE, THE COUNCIL OF THE CITY OF SAN MATEO ORDAINS AS FOLLOWS:

Section 1. Section 2.80.055 of the San Mateo Municipal Code is added to read as follows:

2.80.055 VOLUNTARY EXPENDITURE LIMIT.
(a) Each candidate for election to the City Council in November 2024, and for each City Council election thereafter, shall, prior to the time they file their nomination papers with the city clerk, advise the city clerk in writing on a form provided by the City whether or not the candidate will opt to voluntarily limit their campaign expenditures in accordance with the voluntary campaign expenditure limits set forth in this section and by resolution. The agreement to voluntarily limit campaign expenditures shall pertain to all expenditures incurred by the candidate or the candidate’s committee in support of their candidacy and shall include all such expenditures that a candidate or candidate’s committee is required to report pursuant to the California Political Reform Act of 1974, as amended, whether those expenditures are made before or after the filing of nomination papers.
(b) Withdrawal Period: within three (3) business days after the deadline to file nomination papers with the city clerk, a candidate that previously accepted the voluntary campaign expenditure limit will have one (1) opportunity to notify the city clerk that they have decided not to accept the voluntary campaign expenditure limit. The candidate shall thereafter be relieved of abiding by the expenditure limit. (c) Candidates who agree to abide by the voluntary campaign expenditure limit shall receive the following benefits and incentives at no cost to themselves:
(1) The City’s website will clearly identify which candidates have agreed to the voluntary expenditure limit.
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(2) The City will publish in its regular digital newsletter which candidates have agreed to the voluntary expenditure limit. This will be published twice (once at the next publishing of said newsletter after the withdrawal period and once when the ballots are mailed to residents.) (3) The City will publish notices in a newspaper of general circulation the candidates who agreed to the voluntary expenditure limit.
(d) Calculation of Voluntary Campaign Expenditure Limit. (1) A candidate for district City Councilmember who voluntarily agrees to expenditure ceilings shall not make qualified expenditures exceeding two dollars and fifty cents ($2.50) per resident in the electoral district for each election in which the candidate is seeking elective office. Residency of each electoral district shall be determined by the latest decennial census population figures available for that district. The City Clerk shall publish on its website and in a newspaper of general circulation the expenditure ceiling amount for each district, rounded to the nearest hundred dollars ($100), no later than sixty (60) business days following adoption of the ordinance from which this Section is derived. (2) Beginning on January 1, 2026, the City Clerk shall in even-numbered years increase the expenditure ceiling amounts based upon a finding that the cost of living in the immediate San Francisco Bay Area, as shown on the CPI for all items in the San Francisco Bay Area as published by the U.S.

Department of Labor, Bureau of Statistics, has increased. This increase shall be the cost-of-living adjustment (COLA) computed by reference to the CPI as indexed from a base year that commences in November 2023 (by way of example, on January 1, 2026, the City Clerk will adjust the voluntary expenditure ceiling amounts by determining the increase in CPI from November 2023— November 2025). The increase shall be rounded to the nearest hundred dollars ($100). The City Clerk shall publish the adjusted expenditure ceiling amounts no later than February 1st of each even-numbered year. (3) The voluntary campaign expenditure limit called for by this section shall include any expenditures made by the candidate or by the candidate’s campaign committee in connection with the preparation and publication of the candidate’s statement of qualifications in the sample ballot pamphlet published in accordance with California Elections Code Section 13307. (4)(3) The following shall not count toward the voluntary campaign expenditure limit:
(A) Filing fees related to the candidacy, including the candidate statement filing fee, fees paid to the Secretary of State to open or maintain a committee, and fees to translate the candidate statement.
(B) Contributions returned by the candidate within thirty (30) days of receipt. (C) Legal fees and costs incurred in connection with litigation arising out of a campaign for City office.
(D) Non-monetary contributions as defined by the Fair Political Practices Commission. (E) Post-election party expenses.
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(F) Post office box expenses.
(e) Penalties: Any violation of this section, including the filing of false reports that entitle the candidate to the benefits conferred by this section, shall within seventy-two (72) hours of the City’s knowledge of the violation:
(1) Be posted on the City's website, and
(2) Be posted in the City’s regular digital newsletter; and (3) Be forwarded to newspapers of general circulation for publication.

Section 2. Section 2.08.020 of the San Mateo Municipal Code is amended to read as follows:

2.08.020 DEFINITIONS.

As used in this chapter, the words and phrases shall be defined in the same manner as they are defined in the Political Reform Act of 1974 (including any amendments thereto) as found in California Government Code Section 81000 et seq., unless defined otherwise in this section. For the purposes of this chapter, the terms below are defined as follows:
(a) "Candidate" means any individual listed on the ballot for election to any City office, or who otherwise has taken affirmative action to seek election to City office, or who receives a contribution or makes an expenditure, or who gives his or her consent for any other person to receive a contribution or make an expenditure with the purpose of bringing about his or her election to any City office. [Subsections (b) – (e) remain unchanged]
(f) [OPTIONAL] “Measure” means any City Charter amendment, ordinance or other proposition submitted to a popular vote at an election, whether by initiative, referendum or otherwise, or circulated for the purposes of submission to a popular vote at any election, whether or not the proposition qualifies for the ballot.

Section 3. Section 2.08.030 of the San Mateo Municipal Code is amended to read as follows:

2.08.030 LIMITATIONS ON CONTRIBUTIONS.
(a) For any particular election, no individual shall make, and no candidate, candidate committee treasurer or other person acting on behalf of a candidate committee shall solicit or accept from any individual any contribution which will cause the total amount contributed by such individual to exceed $500.00. (b) For any particular election, no organization shall make, and no candidate, candidate committee treasurer or other person acting on behalf of a candidate committee shall solicit or accept from any organization any contribution which will cause the total amount contributed by such organization to exceed $1,000.00. [Subsections (c) and (d) remain unchanged]
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Section 4. Section 2.08.045 of the San Mateo Municipal Code is amended to read as follows:

2.08.045 AGGREGATION OF CONTRIBUTIONS.
[Subsections (a) – (d) remain unchanged]
(e) Aggregated contributions under this section shall be subject to the $1000 contribution limit.

Section 5. Section 2.08.050 of the San Mateo Municipal Code is amended to read as follows:

2.08.050 CANDIDATE CAMPAIGNS ONLY.

The provisions of this chapter apply to election campaigns for candidates only. The provisions of this chapter do not apply to any recall, measureballot measure, referendum or initiative election. [OPTIONAL: except as provided in Section 2.08.057].
[OPTIONAL SECTION 6 – MASS MAILINGS]
Section 6. Section 2.08.057 of the San Mateo Municipal Code is added to read as follows:

2.08.057 MASS MAILINGS – COPY TO CITY
A copy of every mass mailing in support of or in opposition to a candidate or measure shall be sent to the city clerk within one day of being mailed.

Section 7. ESection 6. Environmental Determination. In accordance with California Environmental Quality Act (CEQA) Guidelines Section 15061(b)(3), this action is covered by the "common sense exemption" in that CEQA applies only to projects which have the potential to cause a significant effect on the environment. Here, it can be seen with certainty that adopting an ordinance amending campaign regulations will not have a significant effect on the environment.

Section 8. Section 7. Severability. In the event any section, clause or provision of this ordinance shall be determined invalid or unconstitutional, such section, clause or provision shall be deemed severable and all other sections or portions hereof shall remain in full force and effect.

Section 9. Section 8. Publication. This ordinance shall be published in summary in a newspaper of general circulation, posted in the City Clerk's Office, and posted on the City's website, all in accord with Section 2.15 of the City Charter.

Section 10.Section 6. Legislative History and Effective Date. This ordinance was introduced on Clerk to complete., and adopted on Clerk to complete., and shall be effective on January 1, 2024. 17 of 608

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: 4 Section Name: CONSENT CALENDAR Account Number: 10-1511 File ID: 23-8203 TO: City Council
FROM: Alex Khojikian, City Manager
PREPARED BY: City Clerk's Office
MEETING DATE: November 20, 2023
SUBJECT:

Bay Meadows Phase II Development Agreement Extension Request – Ordinance Adoption RECOMMENDATION:

Adopt an Ordinance to approve a three-year extension of the Bay Meadows Phase II Development Agreement.

BACKGROUND:

On November 6, 2023, the City Council introduced the attached proposed ordinance (Attachment 1) to approve a threeyear extension of the Bay Meadows Phase II Development Agreement. If adopted, this ordinance will be effective 30 days after its adoption.

BUDGET IMPACT:

There are no direct fiscal implications to the City's General Fund associated with this request. The City collected development impact fees at the time of issuance of building permits for development on each block.

ENVIRONMENTAL DETERMINATION:

NOTICE PROVIDED
All meeting noticing requirements were met.

ATTACHMENTS
Att 1 - Proposed Ordinance

STAFF CONTACT
Martin McTaggart, Deputy City Clerk
[email protected]
(650) 522-7044
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CITY OF SAN MATEO

DRAFT ORDINANCE
Approving the First Amendment to the Development Agreement Between the City of San Mateo and Bay Meadows Main Track Investors, LLC in Order to Extend the Development Agreement by Three Years for the Bay Meadows Phase II Project (PA-2023-050) WHEREAS, the ordinance approving the Bay Meadows Phase II Development Agreement was adopted by the City Council on November 7, 2005, and became effective on December 21, 2005; and
WHEREAS, Bay Meadows Main Track Investors, LLC (“Owner”) submitted an application on August 17, 2023 (PA-2023-050) requesting a three-year extension of the Development Agreement, citing the COVID-19 pandemic and its adverse impact on the ability of the Owner to complete the envisioned development on the Property within the allotted timeframe; and WHEREAS, Section 11.1 of the Development Agreement provides that the parties may amend the Development Agreement by mutual consent in writing, and in the manner provided for in Government Code Section 65868 and Section 8 of the Development Agreement Resolution; and
WHEREAS, the City and Bay Meadows wish to amend the Development Agreement to add three (3) years to the term to facilitate the beneficial development of the Property; and WHEREAS, the Development Agreement has not been amended or modified except as otherwise indicated in the First Amendment to the Development Agreement, and neither the Owner nor the City is in default in the performance of their respective obligations under the Development Agreement; and
WHEREAS, on October 10, 2023, the Planning Commission held a duly noticed public hearing at which all public comments were considered and recommended that the City Council approve the extension request; and
WHEREAS, on November 6, 2023, the City Council held a duly noticed public hearing at which all public comments were considered.

NOW, THEREFORE, THE COUNCIL OF THE CITY OF SAN MATEO ORDAINS AS FOLLOWS:

Section 1. In accordance with Government Code section 65867.5, the First Amendment to the Development Agreement is consistent with the City’s General Plan, the Rail Corridor Transit Oriented Development Plan, and the Bay Meadows Phase II Specific Plan Amendment in that the extension request provides for the orderly implementation of the Development Agreement in accordance with the San Mateo Rail Corridor Transit-Oriented Development Plan and the Bay Meadows Phase II Specific Plan. The extension provides sufficient time for the Owner to complete construction of the final two development blocks, including public improvements, consistent with the approved Site Plan and Architectural Review Modification (PA-2020-053). With the development of the final two development blocks, the 19 of 608
overall Bay Meadows Phase II development will be within the allowable range of office uses and residential density as permitted in the Bay Meadows Phase II Specific Plan.

Section 2. For the reasons set forth in the Administrative Report accompanying the original project approval, the Development Agreement provides substantial public benefits to persons residing or owning property outside the boundaries of the development project, beyond the exactions for public benefits required in the normal development review process under federal, state, or local law.

Section 3. The City Council approves and authorizes the City Manager to execute the First Amendment to the Development Agreement in substantially the form attached as Exhibit A to this Ordinance. Section 1.5 of the Development Agreement is amended to extend the term to December 20, 2026.

Section 4. Environmental Determination. On April 18, 2005, a Supplemental Environmental Impact Report to the Rail Corridor Plan Environmental Impact Report was prepared for this Project and the City Council approved the Bay Meadows Specific Plan Amendment and re-certified the Final EIR for that project and adopted the findings and statement of overriding considerations on November 7, 2005 in accordance with Public Resources Code section 21061. Because there are no substantial changes to the project and no new information has become available since the time of the EIR, no further environmental analysis is required.

Section 5. Severability. In the event any section, clause or provision of this ordinance shall be determined invalid or unconstitutional, such section, clause or provision shall be deemed severable and all other sections or portions hereof shall remain in full force and effect.

Section 6. Publication. This ordinance shall be published in summary in a newspaper of general circulation, posted in the City Clerk's Office, and posted on the City's website, all in accord with Section 2.15 of the City Charter.

Section 7. Legislative History and Effective Date. This ordinance was introduced on Clerk to complete., and adopted on Clerk to complete., and shall be effective 30 days after its adoption.
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RECORDING REQUESTED BY
AND WHEN RECORDED RETURN TO:

Gibson, Dunn & Crutcher LLP
333 S. Grand Avenue, Suite 4900
Los Angeles, California 90071
Attention: Benjamin Saltsman, Esq.

With a copy to:

Office of the City Attorney
City of San Mateo
330 West 20th Avenue
San Mateo, California 94403
THE AREA ABOVE IS RESERVED FOR RECORDER’S USE

FIRST AMENDMENT TO THE DEVELOPMENT AGREEMENT

BETWEEN THE CITY OF SAN MATEO AND BAY MEADOWS MAIN TRACK

INVESTORS, LLC
SEPARATE PAGE PURSUANT TO CAL. GOV’T CODE § 27361.6
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FIRST AMENDMENT TO THE DEVELOPMENT AGREEMENT

BETWEEN THE CITY OF SAN MATEO AND BAY MEADOWS MAIN TRACK

INVESTORS, LLC
This FIRST AMENDMENT TO THE DEVELOPMENT AGREEMENT BETWEEN

THE CITY OF SAN MATEO AND BAY MEADOWS MAIN TRACK INVESTORS, LLC (“First Amendment”) is dated December ____, 2023, and is by and between the City of San Mateo, a municipal corporation of the State of California (“City”), and Bay Meadows Main Track Investors, LLC, a Delaware limited liability company (“Bay Meadows”).

WHEREAS, City and Bay Meadows are parties to that certain Bay Meadows Phase II Development Agreement dated November 21, 2005 and recorded in the Official Records of San Mateo County, California (“Official Records”) on January 24, 2006 as Instrument Number 2006-011071, as modified by (1) that certain Memorandum of Technical Corrections to the Bay Meadows Phase II Development Agreement (the “Memorandum of Corrections”) dated July 21, 2008 and recorded in the Official Records on July 22, 2008 as Instrument Number 2008-084562 and (2) that certain Minor Modification to the Development Agreement between The City of San Mateo and Bay Meadows Main Track Investors, LLC dated November 21, 2011 and recorded in the Official Records on March 26, 2012 as Instrument Number 2012-039872 (collectively, the "Development Agreement"), pertaining to the redevelopment of the "Property" described therein and on Exhibit “A” attached hereto (the "Property"), commonly known as Bay Meadows Phase II, located in the City of San Mateo, State of California; and WHEREAS, Section 11.1 of the Development Agreement provides that the parties may amend the Development Agreement by mutual consent in writing, and in the manner provided for in Government Code Section 65868 and Section 8 of the Development Agreement Resolution; and
WHEREAS, the Effective Date of the Development Agreement was December 21, 2005, and the Term therefore expires on December 20, 2023; and WHEREAS, the COVID-19 pandemic adversely impacted Bay Meadows’ ability to complete the envisioned development on the Property; and WHEREAS, the City and Bay Meadows wish to amend the Development Agreement to add three (3) years to the Term to facilitate the beneficial development of the Property; and
WHEREAS, after conducting a duly noticed public hearing on [October 10, 2023], by a vote of 5-0, the Planning Commission recommended that the City Council approve this First Amendment; and
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WHEREAS, On [November 6, 2023], the City Council held a duly noticed public hearing on this First Amendment and after independent review and consideration, approved this First Amendment by first reading of Ordinance No. _____________. On [November 20, 2023], the City Council approved this First Amendment by second reading of Ordinance ______________. Ordinance No. ____________ became effective on [December 20, 2023].

NOW, THEREFORE, the parties agree as follows:

1. Section 1.51 of the Development Agreement, “Term,” is modified to read as follows (with the deletion shown in strike-out form, and additions underlined):
“The term of this Agreement, commencing on the later to occur of (i) the Effective Date or (ii) if a legal proceeding is initiated challenging the validity of the Enacting Ordinance, the MMRP, the EIR, the General Plan Amendment, the Specific Plan Amendment or other Project Approval, this Agreement, or the Master Tentative Map Approval, the date such legal proceeding is finally concluded upholding the Enacting Ordinance or other relevant approval, and terminating eighteen (18) twenty-one (21) years thereafter, unless sooner Terminated as provided in this Agreement. For purposes hereof, a legal proceeding shall be deemed "finally concluded" upon the date of the entry of a final, non-appealable order or judgment in such proceeding upholding the validity of the Enacting Ordinance or other Project Approval. Notwithstanding anything to the contrary contained herein, the term of this Agreement ends on December 20, 20236.”

2. The parties intend hereby to modify the Development Agreement only as set forth in this First Amendment, and the parties hereby agree that, except as expressly modified hereby, the remaining terms of the Development Agreement are hereby confirmed and remain in full force and effect and a binding obligation.

3. The Development Agreement has not been amended or modified either orally or in writing except as indicated in this First Amendment, and neither Owner nor City is in default in the performance of their respective obligations under the Development Agreement.

4. This First Amendment may be executed in any number of counterparts, each of which, when executed, shall be deemed to be an original, and all of which shall be deemed to be one and the same instrument. Electronically transmitted signatures shall be deemed originals.
[SIGNATURES FOLLOW ON NEXT PAGE]
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Signature Page – First Amendment (Bay Meadows Phase II Development Agreement)

CITY OF SAN MATEO BAY MEADOWS MAIN TRACK

INVESTORS, LLC
A Delaware
limited liability company
Alex Khojikian
City Manager
Date <Insert Name>
<Insert Title>
Date
ATTEST: APPROVED AS TO FORM:

Patrice Olds
City Clerk
Date Prasanna W. Rasiah
City Attorney
Date
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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 ________________, 2023, before me,
______________________________, a Notary Public, personally appeared__________________________________________, who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) 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.

Signature _____________________________________ (Seal)
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. 26 of 608

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.

Signature _____________________________________ (Seal)
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EXHIBIT A TO FIRST AMENDMENT

TO DEVELOPMENT AGREEMENT)
The Property
All that real property situated in the City and County of San Mateo, State of California being described as follows:

Blocks 1, 2, 3 and 10, Lot A and that Designated Remainder, as shown on the Final Map entitled “Bay Meadows Phase II, No. 1”, as said map was filed for record on August 25, 2010 in Book 137 of Maps, at Pages 37 through 46, in the Office of the Recorder of San Mateo County, State of California.

The Property is also described as Parcel 1, as shown on that certain map entitled “Bay Meadows No. 1, City of San Mateo, San Mateo County, California”, filed in the Office of the County Recorder of San Mateo County, State of California, on June 8, 1999 in Book 129 of Maps at page (s) 47 through 57, inclusive.

Attached hereto is a plat labeled “Exhibit A – Bay Meadows Project Boundary” and by this reference is made a part hereof.
106521255.2
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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: 5 Section Name: CONSENT CALENDAR Account Number: 10-1511 File ID: 23-8204 TO: City Council
FROM: Alex Khojikian, City Manager
PREPARED BY: City Clerk's Office
MEETING DATE: November 20, 2023
SUBJECT:

Building Security Code – Ordinance Adoption
RECOMMENDATION:

Adopt an Ordinance to add Section 23.54. 025 "Secured Building Access for Emergency Personnel" and Section 23.54.035 "Video Surveillance Systems to Chapter 23.54 "Building Security Code." BACKGROUND:

On November 6, 2023, City Council introduced the attached proposed ordinance (Attachment 1) to add Section 23.54. 025 "Secured Building Access for Emergency Personnel" and Section 23.54.035 "Video Surveillance Systems to Chapter 23.54 "Building Security Code." If adopted, this ordinance will be effective 30 days after its adoption.

BUDGET IMPACT:

There is no projected fiscal impact resulting from these amendments if adopted and would be absorbed by already funded staff time.

ENVIRONMENTAL DETERMINATION:

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).)

NOTICE PROVIDED
All meeting noticing requirements were met.

ATTACHMENTS
Att 1 - Proposed Ordinance

STAFF CONTACT
Martin McTaggart, Deputy City Clerk
[email protected]
(650) 522-7044
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CITY OF SAN MATEO

DRAFT ORDINANCE
Amending Chapter 23.54 “Building Security Code” to Add Section 23.54.025 “Secured Building Access for Emergency Personnel,” and Section 23.54.035 “Video Surveillance Systems” WHEREAS, the San Mateo Police Department, as an active member of the City of San Mateo’s Design Review Board, has identified important additions to San Mateo Municipal Code (SMMC) Chapter 23.54, which sets forth Building Security Code requirements; and
WHEREAS, the adoption of SMMC Section 23.54.025 “Secured Building Access for Emergency Personnel,” will require all new commercial and multi-tenant buildings to install and maintain an access system for use by public safety personnel when responding to emergencies to ensure essential, life-saving responses can reach those in need; and
WHEREAS, the adoption of SMMC Section 23.54.035 “Video Surveillance Systems” will require all new commercial and multi-tenant buildings to install and maintain a video surveillance system in publicly accessible exterior areas contiguous to the property to ensure optimal public safety through safety technologies.

NOW, THEREFORE, THE COUNCIL OF THE CITY OF SAN MATEO ORDAINS AS FOLLOWS:

Section 1. Section 23.54.025 of the San Mateo Municipal Code is added to read as follows:

23.54.025 Secured Building Access for Emergency Personnel Where access to commercial or multi-tenant buildings is restricted because of secured entry points, the Police Chief or their designee is authorized to specify and require the installation and maintenance of an emergency access system, for when immediate police access is necessary for life-saving or emergency purposes.

A police emergency access system installed and maintained under this section is in addition to the requirements of other adopted codes, including the California Fire Code.

Section 2. Section 23.54.035 of the San Mateo Municipal Code is added to read as follows:

23.54.035 Video Surveillance Systems
Commercial and multi-tenant buildings shall have installed and maintain a recording video surveillance system with cameras placed to view publicly accessible exterior grounds contiguous to that property. Additional cameras and camera technologies may be installed by a property owner, and additional cameras and camera technologies may be required based on project-specific conditions including, but not limited to, project size, and location as determined by the Chief of Police or their designee. A video surveillance system installed under this section shall be approved by the Chief of Police or their designee.

Section 3. Environmental Determination. In accordance with California Environmental Quality Act (CEQA) Guidelines Section 15061(b)(3), this action is covered by the "common sense exemption" in that CEQA applies only to projects which have the potential to cause a significant effect on the environment. Here, it can be seen 31 of 608
with certainty that the ordinance adoption, will not have a significant effect on the environment per Guidelines Section 15061(b)(3).

Section 4. Severability. In the event any section, clause or provision of this ordinance shall be determined invalid or unconstitutional, such section, clause or provision shall be deemed severable and all other sections or portions hereof shall remain in full force and effect.

Section 5. Publication. This Ordinance shall be published in summary in a newspaper of general circulation, posted in the City Clerk's Office, and posted on the City's website, all in accord with Section 2.15 of the City Charter.

Section 6. Legislative History and Effective Date. This ordinance was introduced on Clerk to complete., and adopted on Clerk to complete., and shall be effective 30 days after its adoption. 32 of 608

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: 6 Section Name: CONSENT CALENDAR Account Number: 10-2131 File ID: 23-8136 TO: City Council
FROM: Alex Khojikian, City Manager
PREPARED BY: Information Technology Department
MEETING DATE: November 20, 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 $311,036.75; establish a contingency reserve in the amount of $46,655.51, for a total amount of $357,692.26; 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 205 PCs currently identified as due for replacement.

On February 21, 2023, 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) 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 percent 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 205 PCs pursuant to the Master Purchasing Agreement with Lenovo for an amount not to exceed $311,036.75 and a contingency reserve of $46,655.51, for a total amount of $357,692.26.
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CITY OF SAN MATEO
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 $357,692.26 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, Customer Service Manager
[email protected]
(650) 522-7075
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CITY OF SAN MATEO
RESOLUTION NO. ____ (2023)
APPROVING AN ALTERNATIVE PURCHASING PROCEDURE FOR A PURCHASE ORDER WITH LENOVO INC. FOR

THE PURCHASE OF REPLACEMENT PERSONAL COMPUTERS
($357,692.26)
WHEREAS, the City replaces personal computers on an ongoing basis once they have exceeded their operational lifespan; and
WHEREAS, the City has identified approximately 205 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 meets 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; and 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 205 personal computers from Lenovo Inc. through the National Cooperative Purchasing Alliance (NIPA) is in the best interest of the City because:
• The NCPA procurement service offers competitively priced contracts for goods and services; • 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 order to Lenovo Inc. for approximately 205 personal computers in an amount not to exceed $311,036.75, and a 15% contingency reserve in the amount of $46,655.51, for a total amount of $357,692.26 is approved, in accordance with the terms of the NCPA Contract Number 01-146.
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4. The Director of the Department of Information Technology is authorized to execute the purchase order in substantially the same form presented on behalf of the City. 36 of 608
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.

Shipping address Billing address Pending order information

CITY OF SAN MATEO
330 W 20TH AVE
SAN MATEO CA 94403-1338

CITY OF SAN MATEO
330 W 20TH AVE
SAN MATEO CA 94403-1338
Date and time:17.10.2023 11:53:21
Quote number:4280371008
Contract: CUSNP221-NCPA-01-146
Qty Part no. Description Price Total
35 40AY0090US ThinkPad Universal USB-C Dock $ 179.00 $ 6,265.00 9 40B00300US ThinkPad Thunderbolt 4 Workstation
Dock - US
$ 314.00 $ 2,826.00
33 63CFMAR1US ThinkVision T24i-30 23.8 inch Monitor $ 165.00 $ 5,445.00 3 21HJS36Q00 ThinkPad T16 G2, Intel® Core™ $ 1,381.00 $ 4,143.00 i7-1360P (E-cores up to 3.70GHz,
18MB) 16 1920 x 1200 Touch, Windows
11 Pro 64, 16.0GB, 1x512GB SSD M. 2
2280 PCIe Gen4 TLC Opal, Intel UHD
Graphics, BT 5.1 or above,Wi-Fi 6E
AX211, Wired Ethernet, 720P HD RGB,
4 Cell Li-Pol
103 21HES4XV00 ThinkPad T14 G4, Intel® Core™ $ 1,354.00 $ 139,462.00 i7-1360P (E-cores up to 3.70GHz,
18MB) 14 1920 x 1200 Touch, Windows
11 Pro 64, 16.0GB, 1x512GB SSD M. 2
2280 PCIe Gen4 Performance TLC Opal,
Intel UHD Graphics, BT 5.1 or
above,Wi-Fi 6E AX211, 720P HD RGB, 4
Cell Li-Pol 52.5
7 21FWS3WA00 ThinkPad P1 G6, Intel® Core™ $ 3,254.00 $ 22,778.00 i7-13800H vPro® (E-cores up to

4.00GHz, 24MB) 16 3840 x 2400 Touch,
Windows 11 Pro 64, 32.0GB, 1x1TB SS
D M.2 2280 PCIe Gen4 TLC Opal,
NVIDIA® RTX™ 2000 Ada 8GB,
Fibocom L860-GL,BT 5.1 or
above,Intel®AX211vPro, No Wired
Ethern
74 11VGS2HL00 ThinkCentre M90a Gen3, Intel® Core™ $ 1,072.00 $ 79,328.00 i5-12400 (P-cores 2.50GHz, 18MB),
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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, USB,
Calliope
7 12E4S2P700 ThinkCentre M70q Gen 4, Intel® Core™$ 954.00 i7-13700T vPro® (E-cores up to

3.60GHz, 30MB), Windows 11 Pro 64,

16.0GB, 1x512GB SSD M.2 2280 PCIe
Gen4 TLC Opal, Intel® UHD Graphics
770,BT 5.1 or above,WiFi6 AX201 2x2,
4YR Premier NBD,Keep your Drive, USB,
Traditio
$ 6,678.00
8 30H1S13600 ThinkStation P3 Tiny, Intel® Core™ $ 1,239.00 i7-13700T vPro® (E-cores up to

3.60GHz, 30MB), Windows 11 Pro 64,

16.0GB, 1x512GB SSD M.2 2280 PC Ie
Gen4 Performance TLC Opal, Intel®
UHD Graphics 770, BT 5.1 or
above,Intel®AX211vPro, 4YR Premier
NBD ,Keep your Drive,
$ 9,912.00
2 30HBS1FU00 ThinkStation P3 Ultra, Intel® Core™ $ 1,690.00 i7-13700 vPro® (E-cores up to

4.10GHz, 30MB), Windows 11 Pro 64,

32.0GB, 1x1TB SSD M.2 2280 PCIe
Gen4 Performance TLC Opal, Intel®
UHD Graphics 770, BT 5.1 or
above,Intel®AX211vPro, 4YR Premier
NBD ,Keep your Drive, US
$ 3,380.00
1 30GUS3SD00 ThinkStation P3 Tower, Intel® Core™ $ 1,692.00 i7-13700 vPro® (E-cores up to

4.10GHz, 30MB), Windows 11 Pro 64,

32.0GB, 1x1TB SSD M.2 2280 PCIe
Gen4 Performance TLC Opal, NVIDIA®
T1000 8GB, BT 5.1 or
above,Intel®AX211vPro, 4YR Premier
NBD ,Keep your Drive, USB, Cal
$ 1,692.00
Subtotal $ 281,909.00
Shipping &
Handling
$ 0.00
Recycling Fee $ 997.00
Taxes $ 28,130.75
Total $ 311,036.75
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]
39 of 608
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. 40 of 608
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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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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 42 of 608
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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 43 of 608
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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. 44 of 608
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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 for a copy of the Lenovo Customer Agreement.

Warranty 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.

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. 45 of 608
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Returns
Lenovo’s return policy for public sector customer is 30 days. When a return is needed due to dead-onarrival (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 for a copy of the Lenovo Customer Agreement.

Franchise 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 46 of 608
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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 47 of 608
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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 on 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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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 49 of 608
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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 50 of 608
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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.

Prices are guaranteed: 120 days
Lenovo (United States) Inc._____
Company Name
8001 Development Drive _______
Address
Morrisville, NC 27560__________
City State Zip
855-253-6686________________ n/a_________________________ Telephone Number Fax Number
[email protected] _________________________________________ Email Address
Darren Estridge _____________ Executive 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.

This 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 54 of 608
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termination of this Agreement and all indemnifications afforded by Vendor to NCPA shall survive the term of this Agreement.

Fees 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
Total ____________
Each quarter 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%
Supplier 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
Minority 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
Lenovo 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.

Residency
Responding Company’s principal place of business 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 Distribution 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: ______________________________________ Processing Contact Information
Contact Person Steven 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
Pricing 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. 61 of 608
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What 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 62 of 608
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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.

Describe 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-to 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-date product information. These support tools are easily accessed through the customized NCPA web portal.

Describe your company’s Customer Service Department (hours of operation, number of service 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).

Green 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 64 of 608
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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-focused 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 lowdensity 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 CO2 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 66 of 608
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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. 67 of 608
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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.

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 for 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 receipt of the failed part before sending out a new part.
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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.

Returns
Lenovo’s return policy for public sector customer is 30 days. When a return is needed due to dead-onarrival (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 69 of 608
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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 timeconsuming 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:
• CO2 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/lenovofinancial-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.

LFS 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 government 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.

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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-toend 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.

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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 wage 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 78 of 608
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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
855-253-6686________________
Telephone Number
n/a_________________________
Fax Number
[email protected] _________
Email Address
Darren Estridge _______________
Printed Name
Executive Director_____________
Title
____________________________
Authorized Signature
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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: 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 Name:
(type or print)
Signatory Title: Signatory Title:

Signature Date: 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-branded 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 Partners” 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. 84 of 608
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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 PARTICULAR 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 actual 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 otherwise will be provided upon request. 9 Confidentiality

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 unauthorized 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 receipt 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 nondisclosure 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/ and/or, as applicable, privacy statements designed for a specific Lenovo Product or Service.

10.3 To 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. 88 of 608
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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 the 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. 89 of 608
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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 Unverified 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. 90 of 608
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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 copyrights (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 noninfringing, 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) 91 of 608
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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, shall 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 subjectmatter of this Agreement.

18.2 Unless otherwise agreed herein or otherwise, additional or different terms, Product descriptions, statements of work or similar 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 Either 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 noncompliance and not less than thirty (30) days to cure, except in the event of a non-payment in which case only 92 of 608
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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 applicable 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-binding 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
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 working 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 maintenance, 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”. “OptionalService 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 On-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 “Courier 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. 98 of 608
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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

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: 21-4678 File ID: 23-8108 TO: City Council
FROM: Alex Khojikian, City Manager
PREPARED BY: Public Works Department
MEETING DATE: November 20, 2023
SUBJECT:
41st Ave/Pacific Blvd Trash Capture Project – Agreement RECOMMENDATION:

Approve an agreement with Schaaf & Wheeler Consulting Civil Engineers to provide professional design services for the 41st Ave/Pacific Blvd Trash Capture Project in the amount of $212,034; establish a contingency reserve in the amount of $22,000; and authorize the Public Works Director to execute the agreement in substantially the form presented and execute any future amendments within the contingency amount.

BACKGROUND:

The 41st Ave/Pacific Blvd 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 the City to reduce trash and litter discharge by 100%, relative to 2009 baseline values, by June 30, 2025. The City is currently at 77.3% trash capture reduction through existing trash capture devices, source control measures, creek and shoreline cleanup efforts, and other control mechanisms. The Project will install a gross solids removal device within the concrete channel located just south of 41st Ave on Pacific Blvd, provide approximately 5% additional trash capture reduction, and support the City’s efforts to remain compliant with permit requirements.

On August 7, 2023, the City issued a Request for Proposals for professional design services for the Project. Two proposals were received by September 1, 2023. In review of the proposals, staff utilized a criterion which included an evaluation and scoring method based on the firm’s qualifications while taking into account the contract price proposed relative to the work to be performed. After review of the proposals, staff determined that Schaaf & Wheeler Consulting Civil Engineers was best qualified for this Project due to their technical expertise, relative project experience, and involvement with the City’s trash capture efforts to date. The proposed term of the agreement is through December 2025, unless amended.

Based on the above, staff recommends awarding the professional design services agreement to Schaaf & Wheeler Consulting Civil Engineers.

BUDGET IMPACT:

Sufficient funds are available in the 41st Ave/Pacific Blvd Trash Capture (46c007) Project to award this agreement.

ENVIRONMENTAL DETERMINATION:

This design agreement is not a project subject to CEQA, because it can be seen with certainty that it will not cause a physical change in the environment. (Public Resources Code Section 21065.) The CEQA clearance requirements of the project will be determined during the design phase, and prior to construction of the project.

NOTICE PROVIDED
All meeting noticing requirements were met.
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CITY OF SAN MATEO

ATTACHMENTS
Att 1 - Agreement

STAFF CONTACT
Elton Yee, Associate Engineer
[email protected]
(650) 522-7320
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AGREEMENT WITH SCHAAF & WHEELER CONSULTING CIVIL ENGINEERS

FOR DESIGN PROFESSIONAL SERVICES
FOR
41ST AVE/PACIFIC BLVD TRASH CAPTURE PROJECT
This Agreement, made and entered into this day of ____________________, by and between the CITY OF SAN MATEO, a municipal corporation existing under the laws of the State of California (“CITY”), and Schaaf & Wheeler Consulting Civil Engineers, a corporation, (“CONSULTANT”), whose address is 4699 Old Ironsides Drive, Suite 350, Santa Clara, CA 95054:

RECITALS:

A. CITY desires certain professional design services hereinafter described.

B. CITY desires to engage CONSULTANT to provide these professional design services by reason of its qualifications and experience for performing such services and CONSULTANT has offered to provide the required services on the terms and in the manner set forth herein.

NOW, THEREFORE, IT IS AGREED as follows:

SECTION 1 - SCOPE OF SERVICES
The scope of services to be performed by CONSULTANT under this Agreement is as described in Exhibit A to this Agreement, attached and incorporated by reference.

SECTION 2 - DUTIES OF CONSULTANT
CONSULTANT shall be responsible for the professional quality, technical accuracy and coordination of all work furnished by CONSULTANT under this Agreement. CONSULTANT shall, without additional compensation, correct or revise any errors or deficiencies in its work.

CONSULTANT represents that it is qualified to furnish the services described under this Agreement.

CONSULTANT shall be responsible for employing or engaging all persons necessary to perform the services of CONSULTANT.

CONSULTANT 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.

SECTION 3 - DUTIES OF CITY
CITY shall provide pertinent information regarding its requirements for the project. 102 of 608
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CITY shall examine documents submitted by CONSULTANT and shall render decisions pertaining thereto promptly, to avoid unreasonable delay in the progress of CONSULTANT's work.

SECTION 4 - TERM
The services to be performed under this Agreement shall commence upon execution of this agreement and be completed on December 31, 2025. The term of this Agreement may be extended by written amendment executed by the Director of Public Works and a duly authorized representative of CONSULTANT.

SECTION 5 - PAYMENT
Payment shall be made by 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, based on verified time and materials, in an amount of $212,034, pursuant to rates stated in Exhibit B to this Agreement, attached and incorporated by reference.

Cost adjustment for the second and subsequent year’s annual fixed amounts will be made using annual indexes of the “Consumer Price Index for All Urban Consumers,” Bay Area City Average, all items (1967=100) as published in the Monthly Review by the U.S. Department of Labor, (CPI). The annual increase in rates is not to exceed CPI or 3%, whichever is lower.

SECTION 6 - TERMINATION
Without limitation to such rights or remedies as CITY shall otherwise have by law, CITY shall have the right to terminate this Agreement or suspend work on the Project for any reason, upon ten (10) days' written notice to CONSULTANT. CONSULTANT agrees to cease all work under this Agreement upon receipt of said written notice.

Upon termination and upon CITY's payment of the amount required to be paid, documents become the property of CITY, and CONSULTANT shall transfer them to CITY upon request without additional compensation.

SECTION 7 - OWNERSHIP OF DOCUMENTS
All documents prepared by CONSULTANT in the performance of this Agreement, although instruments of professional service, are and shall be the property of CITY, whether the project for which they are made is executed or not.
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SECTION 8 - CONFIDENTIALITY
All reports and documents prepared by CONSULTANT in connection with the performance of this Agreement are confidential until released by CITY to the public. CONSULTANT shall not make any such documents or information available to any individual or organization not employed by CONSULTANT or CITY without the written consent of CITY before any such release.

SECTION 9 - INTEREST OF CONSULTANT
CONSULTANT covenants that it presently has no interest, and shall not acquire any interest, direct or indirect, financial or otherwise, which would conflict in any manner or degree with the performance of the services under this Agreement.

SECTION 10 - CONSULTANT'S STATUS
It is expressly agreed that in the performance of the professional services required under this Agreement, CONSULTANT shall at all times be considered an independent CONSULTANT as defined in Labor Code Section 3353, under control of the CITY as to the result of the work but not the means by which the result is accomplished. Nothing herein shall be construed to make CONSULTANT an agent or employee of CITY while providing services under this Agreement.

SECTION 11 - INDEMNITY
CONSULTANT agrees to hold harmless and indemnify CITY, its elected and appointed officials, employees, and agents from and against any and all claims, loss, liability, damage, and expense arising out of CONSULTANT’s negligence, recklessness or willful misconduct to the maximum extent permitted by state law. To the extent permitted by Civil Code section 2782.8, CONSULTANT agrees to defend City, its elected and appointed officials, employees, and agents against any such claims. The CONSULTANT’S duty to indemnify shall survive expiration or early termination of this Agreement.

SECTION 12 - INSURANCE
CONSULTANT shall procure and maintain for the duration of the contract and three years thereafter (five years for building or major improvements) the insurance specified in Exhibit C to this Agreement.

SECTION 13 - NONASSIGNABILITY
Both parties hereto recognize that this Agreement is for the personal services of CONSULTANT and cannot be transferred, assigned, or subcontracted by CONSULTANT without the prior written consent of CITY.
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SECTION 14 - RELIANCE UPON PROFESSIONAL

SKILL OF CONSULTANT
It is mutually understood and agreed by and between the parties hereto that CONSULTANT is skilled in the professional calling necessary to perform the work agreed to be done under this Agreement and that CITY relies upon the skill of CONSULTANT to do and perform the work in the most skillful manner, and CONSULTANT agrees to thus perform the work. The acceptance of CONSULTANT's work by CITY does not operate as a release of CONSULTANT from said obligation.

SECTION 15 - WAIVERS
The waiver by either party of any breach or violation of any term, covenant, or condition of this Agreement or of any provisions of any ordinance or law shall not be deemed to be a waiver of such term, covenant, condition, ordinance or law or of any subsequent breach or violation of the same or of any other term, condition, ordinance, or law. The subsequent acceptance by either party of any fee or other money which may become due hereunder shall not be deemed to be a waiver of any preceding breach or violation by the other party of any term, covenant, or condition of this Agreement or of any applicable law or ordinance.

SECTION 16 – SEVERABILITY
If any term or portion of this Agreement is held to be invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement shall continue in full force and effect.

SECTION 17 - COSTS AND ATTORNEY FEES
Attorney fees in total amount not exceeding $5000, shall be recoverable as costs (by the filing of a cost bill) by the prevailing party in any action or actions to enforce the provisions of this Agreement. The above $5000 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 of this Agreement that neither party shall have to pay the other more than $5000 for attorney fees arising out of an action, or actions to enforce the provisions of this Agreement.

SECTION 18 - NON-DISCRIMINATION
CONSULTANT warrants that it is an Equal Opportunity Employer and shall comply with applicable regulations governing equal employment opportunity. Neither CONSULTANT nor any of its sub-consultants shall discriminate in the employment of any person because of race, color, national origin, ancestry, physical handicap, medical condition, marital status, sex, or age, unless based upon a bona fide occupational qualification pursuant to the California Fair Employment and Housing Act. 105 of 608
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SECTION 19 - 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, the State Mediation and Conciliation Service, 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.

SECTION 20 - LITIGATION
CONSULTANT shall testify at CITY's request if litigation is brought against CITY in connection with CONSULTANT's services under this Agreement. Unless the action is brought by CONSULTANT, or is based upon CONSULTANT's wrongdoing, CITY shall compensate CONSULTANT for preparation for testimony, testimony, and travel at CONSULTANT's standard hourly rates at the time of actual testimony.

SECTION 21 - NOTICES
All notices hereunder shall be given in writing and mailed, postage prepaid, addressed as follows:

To CITY: Elton Yee
City of San Mateo
330 W. 20th Ave
San Mateo, CA 94403
To CONSULTANT: Schaaf & Wheeler Consulting Civil Engineers Attn: Charles Anderson
4699 Old Ironsides Drive, Suite 350
Santa Clara, CA 95054
SECTION 22 - AGREEMENT CONTAINS ALL
UNDERSTANDINGS; AMENDMENT
This document represents the entire and integrated agreement between CITY and CONSULTANT and supersedes all prior negotiations, representations, and agreements, either written or oral.
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This document may be amended only by written instrument, signed by both CITY and CONSULTANT.

SECTION 23 - AUTHORITY TO ENTER INTO AGREEMENT
CONSULTANT has all requisite power and authority to conduct its business and to execute, deliver, and perform the Agreement. Each party warrants that the individuals who have signed this Agreement have the legal power, right, and authority to make this Agreement and to bind each respective party.

SECTION 24 - GOVERNING LAW AND VENUE
This Agreement shall be governed by the laws of the State of California and, in the event of litigation, venue will be in the County of San Mateo.
[SIGNATURE PAGE FOLLOWS]
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IN WITNESS WHEREOF, CITY and CONSULTANT have executed this Agreement the day and year first above written.

CITY OF SAN MATEO CONTRACTOR
Brad Underwood
Interim Public Works Director
Date Charles Anderson
Its Authorized Agent
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 Date
Attachments:

Exhibit A: Scope of Services
Exhibit B: Payment Rates
Exhibit C: Insurance Requirements
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EXHIBIT A

SCOPE OF SERVICES

1. Project Management and Coordination
• Ensure an efficient and coordinated project development process, the delivery of a high-quality product, and development of the project components within budget and on schedule • Be responsible for detailed management of the project, including any subconsultants, and keep the City appraised of the status of the project. Represent the City, with City’s input and approval, in communications with other external agencies as needed to deliver the project. • Prepare and submit monthly progress reports including summary of completed activities, proposed activities for next month, issues affecting project delivery, scope, schedule, or budget, consultants actions to mitigate issues, summary of project decisions, updated project schedule, budget status, percent of work complete and cost to complete remaining work, and other important project information.
• Prepare and submit a baseline schedule and monthly progress schedules including identifying key permits and agency approvals with associated process required to facilitate the design and construction of the project.
• Attend both virtual and in-person meetings with City including but not limited to a kick-off meeting, monthly progress review, design submittal presentation and review meetings at each submittal milestone, and as described elsewhere in this scope of services.

Deliverables:
• Baseline schedule
• Monthly project progress report and schedule submitted with invoice • Meeting agendas and minutes

2. Site Investigation
• Perform site visits to determine constructability.
• Perform topographic survey and utility investigation. • Investigate existing concrete channel
Deliverables:
• Topographic Survey with utility research documentation • Concrete investigation report

3. Plans, Specifications, and Estimates
• Communicate with various agencies and utility companies as necessary to obtain information and permits, and coordinate any other activities required to complete the scope of services and implement project construction.
• Prepare and submit plans, specifications, and cost estimate for 60%, 90%, 100% design development milestone.
• Prepare for and facilitate a design review meeting with City staff. • Prepare and submit final construction contract documents incorporating all comments from previous reviews.
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• Write specifications in the format of Caltrans standard specifications 2018 version. The City will provide standard City general conditions for consultant’s use. Prepare all special provisions and technical specifications required for construction in a manner which integrates clearly with City and Caltrans specifications. Review general conditions and coordinate any proposed changes with City.
• Develop schedule of bid items to address all required contract work and prepare clear specifications for measurement and payment. Identify any physical work required for project implementation outside of the construction contract and provide recommendation for procurement method.

Deliverables:
• 60% PS&E submittals in both paper and electronic format (MS Word, Excel, and pdf) • 90% PS&E submittals in both paper and electronic format (MS Word, Excel, and pdf) • Final bid documents: submit original stamped drawings and complete contract book including bid documents, general conditions and special provisions in both paper and electronic format (MS Word and pdf, plans in AutoCAD and pdf) • Final quantity estimates, quantity calculation sheets, final construction cost estimate submitted in the format of the schedule of bid items in both paper and electronic format (MS Word and pdf), including detailed construction cost estimate documentation. • Other documentation as needed to clarify design and contract approach.

4. Bid Support
• Attend a pre-bid meeting and respond to questions concerning the plans, specifications, and other bid documents prior to bid opening and prepare contract addenda, if needed.

Deliverables:
• Contract addenda, if needed, for distribution by City. • Written responses to bidder’s questions for distribution by City during bid phase

5. Engineering Services During Construction
• Provide professional engineering services during project construction phase to support administration of the construction contract, including but not limited to tasks such as responding to requests for information, reviewing contractor submittals, preparing design change documents, and providing field inspection.

6. Environmental Review, Permitting, CEQA Services
• Prepare a CEQA document for the project, including but not limited to:
o CEQA Notice of Exemption / Initial Study/Mitigated Negative Declaration o Cultural Resources Study and Section 106 Compliance
o Biological Resources Assessment Report
o Wetlands and Water Delineation Map and Data Sheets
• Prepare permitting documents and obtain environmental permits as necessary • Attend meetings and communicate with Regulatory Agencies 110 of 608
Proposed Budget and Fee Schedule
Schaaf & Wheeler 10
Proposed Budget and Fee Schedule

EXHIBIT B
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Design Professional Services 2022 Page 11 of 12
Rev 9/22

EXHIBIT C

INSURANCE REQUIREMENTS

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

1. Commercial General Liability (CGL): Insurance Services Office (ISO) Form CG 00 01 12 07 covering CGL on an “occurrence” basis, including products-completed operations, personal & advertising injury, with limits no less than $2,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit.

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

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

4. Professional Liability (Errors and Omissions): Insurance appropriate to the CONSULTANT’s profession, with limit no less than $1,000,000 per occurrence or claim, $2,000,000 aggregate If the CONSULTANT maintains higher limits than the minimums shown above, the City requires and shall be entitled to coverage for the higher limits maintained by the CONSULTANT.

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

Additional Insured Status
The City, its elected and appointed officials, employees, and agents are to be covered as insureds on the auto policy for liability arising out of automobiles owned, leased, hired or borrowed by or on behalf of the CONSULTANT; and on the CGL policy with respect to liability arising out of work or operations performed by or on behalf of the CONSULTANT including materials, parts or equipment furnished in connection with such work or operations. General liability coverage can be provided in the form of an endorsement to the CONSULTANT’s insurance (at least as broad as ISO Form CG 20 10, 11 85 or both CG 20 10 and CG 20 37 forms if later revisions used).

Primary Coverage
For any claims related to this contract, the CONSULTANT’s insurance coverage shall be primary insurance as respects the City, its elected and appointed officials, employees, and agents. Any insurance or self-insurance maintained by the City, its elected and appointed officials, employees, or agents shall be excess of the CONSULTANT’s insurance and shall not contribute with it.

Notice of Cancellation
Each insurance policy required above shall provide that coverage shall not be canceled, except after thirty (30) days’ prior written notice (10 days for non-payment) has been given to the City. 112 of 608
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Waiver of Subrogation
CONSULTANT hereby grants to City a waiver of any right to subrogation which any insurer of said CONSULTANT may acquire against the City by virtue of the payment of any loss under such insurance.

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

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

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

Verification of Coverage
CONSULTANT shall furnish the City with original certificates and amendatory endorsements or copies of the applicable policy language effecting coverage required by this clause. All certificates and endorsements are to be received and approved by the City before work commences. However, failure to obtain the required documents prior to the work beginning shall not waive the CONSULTANT’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. 113 of 608

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: 8 Section Name: CONSENT CALENDAR Account Number: 10-4666 File ID: 23-8138 TO: City Council
FROM: Alex Khojikian, City Manager
PREPARED BY: Public Works Department
MEETING DATE: November 20, 2023
SUBJECT:
2022 San Mateo Rail Corridor Transportation Management Association – Annual Report RECOMMENDATION:

Review and accept the 2022 San Mateo Rail Corridor Transportation Management Association Annual Report.

BACKGROUND:

During 2005, the City adopted the San Mateo Rail Corridor Transit Oriented Development Plan (Corridor Plan) with the goal to “allow, encourage, and provide guidance for the creation of world class transit-oriented development (TOD) within a half-mile radius of the Hillsdale and Hayward Park Caltrain station areas, while maintaining and improving the quality of life for those who already live and work in the area.” The Corridor Plan includes a framework for (1) creation of a TOD, (2) implementation of a Transportation Demand Management (TDM) program with a goal of achieving an overall reduction in new vehicle trips by at least 25 percent corridor-wide, (3) establishment of trip generation thresholds, (4) establishment of parking standards, and (5) monitoring of trip generation. The Corridor Plan established a new TOD zone, which generally encompasses key parcels located within a half-mile of the Hillsdale and Hayward Park Caltrain stations.

This land use includes transit-supportive development densities, building heights and design guidelines. The broader Corridor Plan area extends beyond the TOD zone and includes other areas in close proximity to these stations. The Corridor Plan also called for the creation of a San Mateo Rail Corridor Transportation Management Association (TMA).

Participation in the TMA is (1) required for all new development within the TOD zone, (2) strongly encouraged for all new development within the broader Corridor Plan area, and (3) available to any existing uses outside of the Corridor Plan area (Policy 7.18).

The TMA comprises developers and developer representatives that have, or are planning, significant development within the Corridor area. The City participates as a non-voting Board member and does not pay dues to the TMA. The City Council has nominated the Director of Public Works as the City representative to the TMA Board of Directors. The City’s role in the TMA is to provide oversight of each project’s mandated participation as required in the project’s Conditions of Approval (COA).

The TMA facilitates data collection regarding the number of vehicle trips generated by each development per the individual project’s approved TDM plan. Trip generation is determined by collecting driveway counts at all occupied developments. These data are compared to the allowable trip generation threshold identified in each development’s COA.

A development is deemed non-compliant if the observed number of vehicle trips exceeds its trip generation threshold. The TMA Board of Directors hired a data collection firm and traffic engineering consultant to collect relevant data and prepare the 2022 Annual Report (attached).

Per the prepared report, most projects were below their short-term trip thresholds based on their individual project 114 of 608

CITY OF SAN MATEO
Conditions of Approval. Delaware Pacific and 2000 Delaware share a common driveway and thus the trip generation is calculated together; the counted trip generation during the PM peak period was 15 trips above the short-term collective goal for the projects. This is an increase from the 2021 trip counts, when the project was six trips above the trip threshold.

Per the Corridor Plan, “Projects that exceed their trip generation threshold shall be required to modify their trip reduction and parking management plan and incorporate TDM measures that are expected to increase trip reduction.” (Policy 7.24).

It should also be noted that the Azara residential project was at their trip threshold in 2022 and may want to consider options so as not to exceed their threshold in the future.

Delaware Pacific (MidPen Housing) has been participating in a Metropolitan Transportation Commission regional fare pilot pass program that offers residents free multi-agency transit passes via the Clipper Card to encourage transit use. 2000 Delaware is not eligible for this program; the project reports adding a dynamic transit information kiosk to their lobby as an additional TDM measure. Both projects have raised concern about delivery vehicles and transportation services that impact their trip counts; the TMA has taken this feedback into consideration and is evaluating changes to the data collection process for future years to account for these concerns.

Further, the Bay Meadows project exceeded its trip threshold by 3%, or 77 trips, for the first time during the 2022 TMA annual reporting process. No TDM measures have been implemented for the residential buildings. A new tenant is leasing Station 2 in mid-2023 and will be occupying Stations 1 and 5 by mid-2024; this tenant offers free Clipper Cards to all employees and provides a shuttle to their satellite site at Franklin Templeton. Further, SurveyMonkey has implemented one-day a week as compulsory office workdays and allows work from home the remaining workdays, and additionally provides a Clipper Card for commuters. The project expects these measures will help to reduce trips in future years. The project has also raised concern regarding the count process, including if construction along Delaware Street and at the County Event Center contributed to higher trip counts, and if the through trip timing estimation was impacted by construction. Staff has discussed modifications to the data collection process with the TMA for future years and will consider this year an anomaly given those considerations.

The TMA and consultant presented the findings of the 2022 Annual Report to the Sustainability and Infrastructure Commission on October 11, 2023. The report to the Commission included review of a survey of member projects and an assessment of TDM measures projects offered to residents or tenants in addition to the data collection and analysis. The Commission reviewed the report and unanimously recommended that the City Council accept the report. Commissioners provided feedback to staff regarding trip threshold compliance monitoring and coordination with projects not meeting thresholds.

Staff has reviewed the report prepared by the TMA Board of Directors and recommends the Council accept the 2022 Annual Report.

BUDGET IMPACT:

There is no budgetary impact associated with this item. The TMA is an IRS 501(c)(4) organization that is funded by its participating members. No City funds are used to pay for the activities of the TMA.

ENVIRONMENTAL DETERMINATION:

This San Mateo Rail Corridor TMA Annual Report review and acceptance 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 - 2022 Rail Corridor TMA Annual Report
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CITY OF SAN MATEO

STAFF CONTACT
Sue-Ellen Atkinson, Principal Transportation Planner
[email protected]
(650) 522-7288
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DRAFT
July 12, 2023

SAN MATEO RAIL CORRIDOR

TRANSPORTATION MANAGEMENT ASSOCIATION
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Contents
Executive Summary...........................................................................................................................................1 Background .......................................................................................................................................................3 Purpose of the TMA..........................................................................................................................................3 2022 TMA Activities..........................................................................................................................................5 Corridor Plan Area Project Status.....................................................................................................................5 Trip Generation Thresholds and TDM Measures.............................................................................................5 Trip Generation Monitoring .............................................................................................................................5 Scope of Study ..............................................................................................................................................5 TMA Trip Generation....................................................................................................................................7 Bay Meadows Phase II Trip Generation .......................................................................................................8 Previous Driveway Counts and Maximum Trip Threshold.......................................................................8 Estimated Trip Generation in 2022 ..........................................................................................................8 Project TDM Plans...........................................................................................................................................16 TDM Plans...................................................................................................................................................16 Survey of Members.....................................................................................................................................18 TDM Program Management...................................................................................................................18 TDM Programs and Amenities................................................................................................................19 Distribution of TDM Program Information.............................................................................................19 Responsibility for Surveying ...................................................................................................................19 Metrics Used to Track Performance ......................................................................................................19 Appendix A – TMA Information........................................................................................................................A Appendix B – 2022 Member Survey.................................................................................................................B 118 of 608
1 Executive Summary
This report details the results of vehicle trip monitoring conducted under the San Mateo Rail Corridor Transit-Oriented Development Plan (Corridor Plan). Also, this report presents a qualitative overview of Transportation Demand Management (TDM) plans for completed projects in the Rail Corridor area and a summary of the results of a survey of San Mateo Rail Corridor Transportation Management Association (TMA) members.

Data collection for the 2022 annual monitoring of the TMA was completed on October 26, 2022, and November 2, 2022. TMA trip generation counts indicated that all projects except one were at or below their short-term thresholds. One project, Delaware Pacific and 2000 Delaware, generated 67 PM peak hour vehicle trips, which exceeded by 15 trips the short-term threshold of 52 peak hour vehicle trips. The count for Azara, 25 PM peak hour trips, was equal to its short-term threshold.

This year for the first time, supplemental manual traffic counts were conducted during the PM period at the Delaware Pacific and 2000 Delaware driveways to qualify and quantify short-term trips, which was intended to help understand unique trip generation characteristics for this project that has routinely exceeded its trip threshold. Evaluation of these counts indicated cut-through trips at the north driveways and parking events at the south driveways. These findings provide a good snapshot of short-term trips at this specific project, which are typically captured and incorporated in trip generation rates used in traffic impact studies done for project entitlements.

Compared to 2021 counts, the 2022 trip counts indicated higher trip generation at all commercial office projects, which makes sense given the increased occupancy reported by members and increased activity in the post-COVID-19 Pandemic environment. The 2022 counts revealed increases at two residential projects, Delaware Pacific/2000 Delaware and Azara, and a decrease at Mode, compared to 2021 counts.

Bay Meadows Phase II trip generation was estimated according to the full monitoring requirement using cordon counts and license plate studies like that employed for the 2021 Annual Report. The resulting trip generation was 2,955 PM peak hour vehicle trips, which exceeds the maximum trip threshold (2,878 PM peak hour vehicle trips) allowed under the Conditions of Approval (COA) for the mid-term stage. For reference, the 2022 value is substantially higher than the 2021 total of 2,167 PM peak hour vehicle trips (+36%) and the 2019 total of 2,113 PM peak hour vehicle trips (+40%). Qualitatively, this indicates growth in commercial activity compared to pre-Pandemic conditions, the accurate measure of which was not a part of this report's evaluation scope.

Given the exceedance of the threshold and substantial trip generation increases over previous results, Bay Meadows was offered a pre-review. This revealed that the substantial trip generation increases did not correspond to observed nominal changes in office occupancy and in-person working requirements or retail activity. Also, questions were raised about increased traffic on 28th Avenue and 31st Avenue that may be associated with through trips and possible traffic detour impacts of the City’s Clean Water project involving the underground flow system. Finally, a question was raised about the impact of the known change in data collection procedures for the origin-destination counts.

The necessary work by Bay Meadows, the City, and the TMA to review the exceedance should consider these observations and examine available data to establish a mutual understanding and basis for further review of the TDM Program.
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2 During entitlement, all TMA member projects were required to develop TDM or trip reduction plans to reflect City guiding documents and practice. Relevant documents were reviewed to document trip reduction thresholds and TDM or trip reduction strategies of completed projects. Bicycle parking, transit provisions, and commute coordination were cited most often in these documents.

In addition, as was done the last two years, TMA members completed a survey developed to solicit feedback about current practices. Responses were received from member representatives of all 12 completed projects, and essential facts about TDM and trip reduction practices, including management, specific programs offered, distribution of TDM information, and surveying travel behavior, were included in the responses.
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3 Background
In 2005, the City of San Mateo adopted the Corridor Plan. The stated goal of the Corridor Plan is to allow, encourage and provide guidance for the creation of world-class transit-oriented development (TOD) within a half-mile radius of the Hillsdale and Hayward Park Caltrain station areas while maintaining and improving the quality of life for those who already live and work in the area.

The Corridor Plan included a framework for the creation of TOD, implementation of a TDM program that generates an overall reduction in new vehicle trips of at least 25% corridor-wide, the establishment of trip generation thresholds, establishment of parking standards, and monitoring of trip generation. The Corridor Plan also called for the creation of the TMA. It stipulated that participation in the TMA was required for all new development within the TOD zone, strongly encouraged for all new development within the broader Corridor Plan area, and available to any existing uses outside the Corridor Plan area (Policy 7.18).

In 2011, the City adopted the Hillsdale Station Area Plan (Station Plan). The area addressed in the Station Plan was based on the site within walking distance of the now-relocated Hillsdale Caltrain Station. The Station Plan expanded the TMA formed under the Corridor Plan to include all properties within the Station Plan area and required all new development to join the TMA. It stated that Hillsdale Shopping Center’s participation in the TMA will consist of optional measures andwill not be subject to the TMA’s trip reduction goals (Policy TRA-4.2).

Figure 1 illustrates the Corridor Plan and Station Plan areas.

Purpose of the TMA
As defined in its bylaws, the purpose of the TMA is to implement the Objectives of the Corridor Plan. Within the Corridor Plan area, the TMA provides the following functions. • Oversees TDM program implementation
• Arranges shared parking, as appropriate
• Markets TDM services and programs
• Coordinates TDM services and programs
• Coordinates with the City on annual trip generation monitoring for completed projects • Participates in annual reporting to the San Mateo City Council about development trip generation information
• Consults with members regarding trip reduction options if trip generation goals are not being met Outside the corridor area, the TMA may coordinate with other agencies.

No TDM services or programs are currently funded by the TMA. Member projects with active TDM programs do so at their own expense, independently or in partnership with other members or Commute.org.
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4 Figure 1: Corridor Plan Boundary and Hillsdale Station Area Plan Boundary

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5 2022 TMA Activities
Official meetings of the TMA were held virtually, using the Zoom platform, in January (General Membership and Board), May, and September 2022. The TMA stakeholder contact list, meeting minutes, and proposed 2023 meeting schedule are included in Appendix A.

Corridor Plan Area Project Status
Construction continued in the Corridor Plan area during the 2022 calendar year, including completing the Bay Meadows Station 1 office project. Figure 2 summarizes completed projects in the Corridor Plan area.

Figure 3 summarizes future projects under construction, approved, or under review.

Trip Generation Thresholds and TDM Measures
During each development project’s entitlement phase, vehicle trip generation is calculated using trip generation rates published in the Institute of Transportation Engineers (ITE) Trip Generation Manual. Trip reductions are calculated based on a development’s density, location, proximity to transit, the mix of land uses, and TDM programs. The Conditions of Approval (COA) establish short-term and long-term trip generation thresholds that need to be met for the life of a project. Short-term goals are based on the varying status of completed projects within the corridor area. Long-term trip reduction goals are based on the full build-out of the space into the transit-oriented neighborhood envisioned in the Corridor Plan. Many of the long-term goals are also based on the now complete 25th Avenue Grade Separation Project, which created new roadway connections on 28th and 31st Avenues between El Camino Real and Delaware Street.

TMA projects are required to submit individual TDM plans that include a list of trip-reduction strategies to be implemented once the project is occupied. TDM plans are tailored to reflect the project's location, proximity and access to transit, walkability, proposed land uses, and other relevant factors.

Trip Generation Monitoring
Scope of Study
The TMA is required to collect data annually regarding the number of vehicle trips generated by each development. Trip generation is determined by collecting driveway counts at all occupied projects. These data are compared to the allowable trip generation threshold identified in each development’s COA. All projects are currently required to meet their short-term trip reduction goals. 123 of 608
6 Figure 2: Completed TMA Projects
Project Land Use Quantity Units
Bay Meadows Phase II
(RES 1)
Townhomes 108 Dwelling Units
Bay Meadows Phase II
(RES 2)
Townhomes 80 Dwelling Units
Bay Meadows Phase II
(RES 3)
Townhomes 156 Dwelling Units
Bay Meadows Phase II
(RES 4) Apartments 82 Dwelling Units
Bay Meadows Phase II
(RES 5)
Townhomes 76 Dwelling Units
Apartments 158 Dwelling Units
Restaurant 3,472 Square Feet
Bay Meadows Phase II
(RES 8)
Townhomes 74 Dwelling Units
Bay Meadows Phase II
(RES 9)
Townhomes
Detached Single Family
31 24 Dwelling Units
Bay Meadows Phase II
(STA 1)
Office 219,831 Square Feet
Bay Meadows Phase II
(STA 2)
Office 189,000 Square Feet
Office 167,270 Square Feet
Retail 6,730 Square Feet
Office 204,340 Square Feet
Retail 3,530 Square Feet
Drinking Place 2,129 Square Feet
Bay Meadows Phase II
(MU 1) High School 450 Students
Restaurant 5,000 Square Feet
Apartments 70 Dwelling Units
Bay Meadows Retail Retail 41,132 Square Feet
BMR Apartments 68 Dwelling Units
Commercial 2,000 Square Feet
Delaware Pacific
(1990 S. Delaware St.) BMR Apartments 60 Dwelling Units 2000 Delaware
(2000 S. Delaware St.) BMR Apartments 60 Dwelling Units Mode
(2089 Pacific Blvd.) Apartments 119 Dwelling Units
Montara BMR Apartments 68 Dwelling Units
400/450 Concar Office 305,000 Square Feet
Apartments 599 Dwelling Units
Office 8,300 Square Feet
Retail 19,600 Square Feet
Azara
(1650 S. Delaware St.) Apartments 74 Dwelling Units
Franklin Templeton Campus
Phase 1 Expansion
Office 245,260 Square Feet
Station Park Green
(MU-1 & RE-2)
Completed Rail Corridor TMA Projects (as of 12/31/22)
Bay Meadows Phase II
(RES 7)
Bay Meadows Phase II
(STA 3)
Bay Meadows Phase II
(STA 4)
Bay Measows Phase II
(MU 4)
Peninsula Station
(2905 S. El Camino Real)
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7 Figure 3: Future TMA Projects
TMA Trip Generation
Driveway count data were collected during the PM peak period (4:00 PM to 6:00 PM) on Tuesday, October 26, 2022, to determine PM peak hour trips generated by each project. For reference, driveway counts were conducted for all projects outside Bay Meadows Phase II because a different monitoring procedure was used for this area. Therefore, driveway counts were not performed for Montara and Nueva School, which are within Bay Meadows Phase II.

This year for the first time, supplemental manual traffic counts were conducted during the PM period at the Delaware Pacific and 2000 Delaware driveways to qualify and quantify short-term trips, which was intended to help understand unique trip generation characteristics for this project that has routinely exceeded its trip threshold. Counts conducted on October 26, 2022, included manual observations measuring parking events at the south driveway. Also, supplemental manual traffic counts were performed there during the PM period on Wednesday, November 2, 2022, to measure cut-through traffic at the north driveway.

The results indicated that 5 of the 16 vehicles that entered the north driveway were cut-through trips; 2 stopped briefly to drop off passengers. The results at the south driveway indicated 4 of the 30 cars that entered the south driveway parked for short periods (1 to 6 minutes), then exited. These findings provide a good snapshot of short-term trips at this specific project, which are typically captured and incorporated in trip generation rates used in traffic impact studies done for project entitlements. As such, they helped qualify unique trip generation characteristics at this site but did not indicate any necessary changes to the trip generation results.

Figure 4 summarizes the trip generation data, including the 2022 counts. Orange borders denote the critical comparison of the short-term trip reduction goal and 2022 counts. One project, Delaware Pacific and 2000 Delaware, generated 67 PM peak hour vehicle trips, which exceeded by 15 trips the short-term threshold of 52 peak hour vehicle trips. The count for Azara, 25 PM peak hour trips, was equal to its shortterm threshold.

Project Land Use Quantity Units Status
Bay Meadows Phase II
(STA 5)
Office 218,554 Square Feet Approved
Bay Meadows Retail Retail 53,868 Square Feet Approved
Condominiums 64 Dwelling Units
Commercial 13,978 Square Feet
Passage Multi-Family
Commercial
961
40,000
Dwelling Units
Square Feet Approved
Bay Meadows Phase II
(MU 2 modification)
Office 191,354 Square Feet Approved
Bay Meadows Phase II
(MU 3 modification)
Office
Apartments
125,760
67 Square Feet
Dwelling Units Approved
Future Rail Corridor TMA Projects
Hillsdale Terraces Approved
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8 Figure 5 summarizes trip generation history for the developments. Compared to 2021 counts, the 2022 trip counts indicated higher trip generation at all commercial office projects, which makes sense given the increased occupancy reported by members and increased activity in the post-COVID-19 Pandemic environment. The 2022 counts revealed increases at three residential projects, Delaware Pacific/2000 Delaware, Station Park Green, and Azara, and a decrease at Mode, compared to 2021 counts.

Bay Meadows Phase II Trip Generation
Trip generation for Bay Meadows Phase II was evaluated according to the full monitoring requirement using cordon counts and license plate studies like that employed for the 2021 Annual Report. The counts and surveys were done on Tuesday, October 26, 2022. The procedures and results of this monitoring effort are presented below.

Previous Driveway Counts and Maximum Trip Threshold
Before 2019, the City conducted annual driveway counts at each block within Bay Meadows Phase II as an interim method to gain some insight into the trip generation in the neighborhood. The driveway count program has proven to be a cost-effective way to capture most of the trips generated by Bay Meadows Phase II. It was noted in the 2018 Annual Report that Bay Meadows Phase II trip generation would likely increase when the full monitoring program is implemented and all trips, including vehicles that park on the street, are counted.

Bay Meadows Phase II project development is divided into four stages: one stage reflecting pre-grade separation conditions and three stages of post-grade separation reflecting short-term (Phase I), mid-term (Phase II), and long-term (Phase III) conditions. For the post-grade separation stages, trip generation goals were set as follows: 10% short-term, 16% mid-term, and 25% long-term reduction. The trip reduction goal was determined based on the grade separation project and the overall development completed.

Bay Meadows Phase II is currently in the mid-term (Phase II) post-grade separation stage of development after the completion of the 25th Avenue Grade Separation Project, based on the COA. Also, per the COA, the mid-term trip reduction goal for this stage is 16% of the total PM peak hour ITE trip generation for completed projects. The maximum trip threshold for the mid-term stage is 2,878 PM peak-hour vehicle trips.

Estimated Trip Generation in 2022
Cordon and Gateways
All area access points, or gateways, used by vehicles entering and leaving the Bay Meadows Phase II area (Study Area) were defined, including those at 28th Avenue and 31st Avenue created by the 25th Avenue Grade Separation Project. Figure 6 illustrates the Study Area and traffic gateways listed below. • O1 – South Delaware Street north of East 28th Avenue
• O2 – South Delaware Street south of Lopez Drive
• O3 – 28th Avenue west of Delaware Street
• O4 – East 28th Avenue west of Saratoga Drive
• O5 – 31st Avenue west of Delaware Street
• O6 – Franklin Parkway east of Baze Road
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9 Figure 4: 2022 TMA Trip Generation

Figure 5: TMA Trip Generation History
% Trip
Threshold
% Trip
Threshold
BMR Apartments 68 DU
Commercial 2,698 SF
Delaware Pacific BMR Apartments 60 DU
2000 Delaware BMR Apartments 60 DU
Mode Apartments 111 DU 69 25% 52 40% 41 33
400/450 Concar Office 305,715 SF 484 25% 363 25% 363 108 Apartments 599 DU
Office 11,000 SF
Retail 26,000 SF
Franklin Templeton Office 813,683 SF
833
(Note 1) 31% 575 31% 575 326
Azara Apartments 74 DU 33 25% 25 40% 20 25
Note 1
249
Trip generation number was estimated by Hexagon Transportation Consultants, Inc. for the Mitigated Negative Declaration (MND) for the Franklin Templeton Phase I Expansion project based on Hexagon driveway counts and ITE Trip Generation factors. (City of San Mateo, Mitigated Negative Declaration, Franklin Templeton SPAR, PA16-084, June 19, 2017, page 49).

Station Park Green 450 25% 338 32% 306
74 30% 52 47% 39 67
Long-Term Trip Reduction
Goal 2022 Counted Trip
Generation (PM
Peak)
Peninsula Station 61 35% 40 54% 28 36
Project Land Use Quantity Units
ITE Trip
Generation
(PM Peak)
Short-Term Trip Reduction
Goal
2013 2014 2015 2016 2017 2018 2019 2021 2022
Peninsula Station 40 31 28 19 34 29 32 25 36 36
Delaware Pacific
2000 Delaware
Mode 52 N/A N/A 30 35 25 32 37 41 33
400/450 Concar 363 N/A N/A N/A N/A 101 105 186 26 108
Station Park Green 338 N/A N/A N/A N/A N/A 71 144 148 249 Franklin Templeton 575 N/A N/A N/A N/A N/A N/A 388 143 326 Azara 25 N/A N/A N/A N/A N/A N/A N/A 8 25
51 58
Project
Short-Term Trip
Threshold (PM
Peak)
Counted Trip Generation (PM Peak Hour)
52 N/A 22 20 67 58 71 67
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10 Figure 6: Bay Meadows Phase II Study Area and Gateways 128 of 608
11 Cordon Counts
Machine 24-hour cordon counts of weekday vehicle traffic entering and leaving the Study Area were conducted at the six gateways on Tuesday, October 26, 2022. Also, automated and manual license plate surveys were conducted between 4:00 PM and 6:00 PM on the same date at the six gateways to estimate the number of vehicles that pass through the Study Area. These surveys recorded license plate numbers for every vehicle entering and leaving each gateway in five-minute increments, tabulated to identify every car registered at two gateways during the count period (referred to as a “paired vehicle trip”).

Travel Time Surveys
Field surveys were conducted to determine typical PM peak period drive times between entry and exit gateways on travel paths associated with usual through trips, illustrated in Figure 7. The surveys were performed Thursday, April 6, 2023, during the PM peak period. Figure 8 summarizes the resulting travel times for each travel path. 129 of 608
12 Figure 7: Typical Travel Paths by Gateway
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13 Figure 7: Typical Travel Paths by Gateway (Cont’d)
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14 Figure 7: Typical Travel Paths by Gateway (Cont’d)
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15 Figure 8: Estimated Travel Times by Travel Path
These results were used to estimate vehicle trips that traveled through the Study Area as those with travel times less than or equal to respective travel times within the total license plate records. This revealed that approximately 16% of surveyed vehicles entering the Study Area were through trips. This factor was applied in the trip generation analysis discussed below.

Estimated Trip Generation
Cordon counts provided total PM peak period vehicle trips entering and leaving the Study Area. Figure 9 summarizes the results by gateway.

Figure 9: Cordon Counts by Gateway
A total of 6,843 PM peak period vehicle trips were counted entering and leaving the Study Area. This value includes through trips. The derivation of Study Area trip generation is summarized below.

To Gateway
O1
Southbound
O2
Northbound
O3
Eastbound
O4
Westbound
O5
Eastbound
O6
Westbound
O1
Northbound

3.3 0.5 1.3 1.6 2.7
O2
Southbound

2.3 2.3 4.7 0.5 1.7
O3
Westbound

0.4 2.0 2.3 1.3 2.5
O4
Eastbound

2.5 2.6 0.9 2.3 3.3
O5
Westbound

1.7 1.1 2.3 4.7 0.5
O6
Eastbound

2.4 0.8 2.8 3.7 0.4
ESTIMATED TRAVEL TIME BY GATEWAY AND PATH (minutes)
From Gateway
O1
Northbound
O1
Southbound
O2
Northbound
O2
Southbound
O3
Eastbound
O3
Westbound
O4
Eastbound
O4
Westbound
O5
Eastbound
O5
Westbound
O6
Eastbound
O6
Westbound TOTAL
Entering
Study Area 748 446 676 217 607 929 3,623
Leaving
Study Area 841 383 443 303 756 494 3,220
TOTAL 841 748 446 383 676 443 303 217 607 756 494 929 6,843 CORDON COUNTS BY GATEWAY (PM Peak Period Vehicle Trips) Gateway
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16 PM PEAK PERIOD TRIP GENERATION (PM peak period vehicle trips) • Trips ENTERING: 3,623
• Trips LEAVING: 3,220
• Subtotal TRIPS: 6,843
• Less THROUGH TRIPS: - 1,160 (*see calculation below)
• TRIP GENERATION: 5,683
* 16% of Trips ENTERING (580) subtracted from BOTH Trips ENTERING and Trips LEAVING, or -1,160

THROUGH TRIPS
The cordon counts revealed that PM peak hour vehicle trip generation was 52% of PM peak period trip generation. The PM peak hour trip generation, 2,955 peak hour trips, was calculated using this factor.

The 2022 peak hour trip generation value exceeds by 3% the maximum trip threshold (2,878 PM peak hour vehicle trips) allowed under the COA for the mid-term stage. For reference, the 2022 value is substantially higher than the 2021 total of 2,167 PM peak hour vehicle trips (+36%) and the 2019 total of 2,113 PM peak hour vehicle trips (+40%). Qualitatively, this indicates growth in commercial activity compared to pre-Pandemic conditions, the accurate measure of which was not a part of this report's evaluation scope.

Project TDM Plans
This section presents a qualitative overview of member project TDM or trip reduction plans.

TDM Plans
All projects were required, during entitlement, to develop TDM or trip reduction plans to reflect City guiding documents and practice. The following documents were reviewed for this report. • 1650 S. Delaware Street Final Transportation Demand Management Plan (Hexagon Transportation Consultants, Inc., July 18, 2018) [Azara]
• 2000 Delaware Trip Reduction Program and Trip Generation Threshold (Nelson\Nygaard Consulting Associates, Memorandum, February 9, 2011) [also covers Delaware Pacific] • 92 and Delaware Trip Reduction Plan (Nelson\Nygaard Consulting Associates, Memorandum, February 9, 2011) [400/450 Concar]
• Bay Meadows Phase II Traffic Management Plan (Kimley Horn, Latest Revision: August 24, 2018) 134 of 608
17 • Franklin Templeton Campus Expansion Transportation Impact Analysis (Hexagon Transportation Consultants, Inc., June 8, 2017)
• 2090 South Delaware Trip Reduction Program (Nelson\Nygaard Consulting Associates, Memorandum, April 30, 2012) [Mode]
• 2901 - 2905 El Camino Real TDM and Trip Reduction Program (Nelson\Nygaard Consulting Associates, Memorandum, April 10, 2008) [Peninsula Station] • Station Park Green TDM Program – Final Plan (Nelson\Nygaard Consulting Associates, Memorandum, May 30, 2010)
• Conditions of Approval, PA 12-051, The Nueva High School SPAR (City of San Mateo, Approved by the Planning Commission on December 11, 2012)
While respective TDM or trip reduction requirements for projects within Bay Meadows Phase II were defined in its Traffic Management Plan, one such project, The Nueva School, prepared a transportation management plan to provide additional details for the school operation.

Figure 10 provides an overview of trip reduction thresholds defined in TDM or trip reduction plans for completed projects.

Figure 10: Trip Reduction Thresholds of Completed TMA Projects All TDM or trip reduction plans included programs in the following categories, which were arranged to reflect the relative number of projects that cited respective programs, from high to low. • Bicycle Parking
o Secure bicycle parking
o Supportive features like repair, programming to encourage use and on-site showers • Transit Provisions
o Paid or subsidized transit passes
o Private shuttle bus services
• Commute Coordination
o TDM or transportation coordinator
o On-site information and assistance
• Alternate Modes
Project Land Use
Short Medium Long
Peninsula Station BMR Apartments 35% 54%
Station Park Green Apartments - Office - Retail 25% 32% The Nueva School (Bay Meadows Phase II) High School 10% 16% 25% Delaware Pacific BMR Apartments 30% 47%
Montara (Bay Meadows Phase II) BMR Apartments 10% 16% 25% Mode Apartments 25% 40%
Franklin Templeton Office 31% 31%
2000 Delaware BMR Apartments 30% 47%
Bay Meadows Phase II Townhomes - Apartments -
Office - Retail - Restaurant 10% 16% 25%
400/450 Concar Office 25% 25%
1650 S. Delaware (Azara) Apartments 25% 40%
Trip Reduction Threshold by Term
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18 o Funded car-sharing program or partnership
o Subsidized Transportation Network Companies (TNC) usage (e.g., Uber and Lift) o Guaranteed ride home
• Parking Management
o Reserved carpool and vanpool parking
o Reserved car share parking
o Parking cash-out
• Alternate Work Schedules
o Flexible work hours
o Telework
• Other
o On-site amenities to support employees and residents while on site Survey of Members
The above information provided a good overview of what TDM or trip reduction programs were established for member projects during entitlement. As was done in the last two years, a brief survey of TMA members was developed to provide feedback about current practices. For comparative interest, questions in this year’s survey were explicitly tailored to Nueva School, residential, and commercial (office/retail) projects.

The survey covered the following points.
• Project contact
• Number of people on-site
• Estimated occupancy
• Names of tenants at commercial projects
• Parking provisions
• Management of TDM programs and activities
• TDM program coordinator contact
• TDM programs and amenities currently offered
• TDM programs that are most effective in reducing drive-alone vehicle trips • The desire for information on TDM programs
• TDM program participation by residents and employees
• TDM program information distribution methods
• Responsibility for surveying travel behaviors
• Metrics used to measure the performance of TDM programs • Impact of the COVID-19 Pandemic on project trips
• Comments or experiences related to TDM
Responses were received from member representatives of all 12 completed projects. They revealed essential facts about TDM and trip reduction practices, summarized below. Appendix B includes the complete survey responses by project.

TDM Program Management
Five members reported in-house management, two indicated a third-party manager, and two noted tenants were responsible. Three members said they do not provide TDM programming. 136 of 608
19 TDM Programs and Amenities
The following points summarize member-reported programs in place. Figure 11 presents an overview of current programs and their relative usage by project.
• Eleven members cited secure bicycle storage and eight noted bicycle racks. Some members noted related features like bicycle repair, safety education, and shower facilities. • Transit provisions were noted by five members and included subsidized transit passes and shuttle programs.
• Three members reported commute coordination efforts related to on-site transportation information, carpool facilitation, or commute planning assistance.

The array of reported strategies aligns well with TDM strategies stated in TDM or trip reduction plans and generally reflects industry practices.

Two programs were cited as most effective in reducing drive-alone trips: secure bicycle storage and subsidized transit passes.

Distribution of TDM Program Information
Seven members indicated they distributed information to their respective populations using electronic and paper documents, bulletin boards or kiosks, and face-to-face gatherings.

Responsibility for Surveying
Three members reported that in-house staff developed and administered surveys about travel behavior.

Two indicated that SamTrans provided surveys of project Way2Go users. One indicated tenants conducted surveys. Six members reported that surveys were not completed.

Metrics Used to Track Performance
Five members reported they tracked performance using counts of driveway traffic, parking occupancy, or numbers of participants in programs.
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20 Figure 11: Programs and Amenities Reported by Members Project
Delivery Family
Supportive
Pedestrian
Oriented Uses on
Ground Floor
Carpool
Facilitator Information
Peninsula Station ✘
Station Park Green ✘
Nueva School ✘
Delaware Pacific ✘ ✘
Montara ✘
Mode Apartments
Franklin Templeton ✘ ✘
2000 Delaware ✘ ✘ ✘
Bay Meadows Commercial
Bay Meadows Residential
400/450 Concar
Azara ✘
Amenities Commute
Coordination
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21 Figure 11: Programs and Amenities Reported by Members (Cont’d) Project
Secure Bike
Storage
Bike Repair
Station Bicycle Education Shower Facilities Shuttle Program Transit or
Ridesharing Pass
or Subsidy
Peninsula Station ✘ ✘
Station Park Green ✘
Nueva School ✘ ✘ ✘
Delaware Pacific ✘ ✘ ✘
Montara ✘ ✘
Mode Apartments ✘ ✘ ✘
Franklin Templeton ✘ ✘ ✘
2000 Delaware ✘
Bay Meadows Commercial ✘ ✘
Bay Meadows Residential ✘ ✘
400/450 Concar
Azara ✘ ✘
Bicycle Transit
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22 Figure 11: Programs and Amenities Reported by Members (Cont’d) Project Other
Charged Parking
Designated
Carpool and
Vanpool Parking
Electric Vehicle
Charging Stations
Emergency Ride
Home
Peninsula Station
Station Park Green ✘
Nueva School ✘
Delaware Pacific
Montara
Mode Apartments ✘ ✘
Franklin Templeton ✘ ✘
2000 Delaware
Bay Meadows Commercial ✘ ✘
Bay Meadows Residential ✘
400/450 Concar
Azara ✘ ✘
Parking
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A
Appendix A – TMA Information
Current TMA Stakeholder Contact List
2022 Meeting Minutes
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San Mateo City CouncilNovember 20, 2023

San Mateo City Council
November 20, 2023