City Council and Authorities Concurrent
February 11, 2025

EXHIBIT A

SCOPE OF SERVICES

TABLE OF CONTENTS
SECTION 1. GENERAL ........................................................................................... 10 SECTION 2. SERVICES TO BE PERFORMED ...................................................... 10 SECTION 3. SPECIFIC REQUIREMENTS .............................................................. 11 SECTION 4. REPORTS ........................................................................................... 11 SECTION 5. COMPLETION OF SERVICES ........................................................... 12 SECTION 6. HOURS AND DAYS OF SERVICE ..................................................... 12 SECTION 7. SCHEDULING AND PLANNING ......................................................... 13 SECTION 8. WORK AUTHORIZATION PROCESS ................................................ 13 SECTION 9. APPLICABLE LAWS AND REGULATIONS ........................................ 18 SECTION 10. WORKMANSHIP ................................................................................. 18 SECTION 11. PERMITS AND LICENSES ................................................................. 18 SECTION 12. WARRANTY ....................................................................................... 19 SECTION 13. CITY FURNISHED MATERIALS ......................................................... 19 SECTION 14. WORK AREA ...................................................................................... 19 SECTION 15. CONTRACTOR'S EQUIPMENT, TOOLS, AND MATERIALS ............ 20 SECTION 16. DISPOSAL OF WASTE & SCRAPS ................................................... 20 SECTION 17. SAFETY .............................................................................................. 20 SECTION 18. INJURY/PROPERTY DAMAGE .......................................................... 21 SECTION 19. CONTRACTOR PERSONNEL. ........................................................... 22 SECTION 20. E-BUILDER ......................................................................................... 23 SECTION 21. TRANSPORTATION, SHIPPING AND FREIGHT ............................... 25 Agreement with Rosendin Electric, Inc.

Rev. 07-01-18

SECTION 1. GENERAL

1.1 Contractor shall provide all necessary supervision, labor, and services, plus all tools, parts, equipment, materials, and supplies required to provide as-needed specialized electrical maintenance and repair services ("Services") for Silicon Valley Power ("SVP").

1.2 Contractor shall perform the Services in accordance with generally accepted industry best practices and the original equipment manufacturer (OEM) specifications. Any deviations must be approved in writing by SVP.

1.3 Contractor will primarily perform Services in City of Santa Clara limits. The City may require the Contractor to perform Services at City's facilities in Glenn County or other locations requested by City.

1.4 To the extent not inconsistent with this Agreement, the City's RFP 23-24-10 (including subsequent updates) and Contractor's proposal response dated September 14, 2023, are hereby incorporated by reference herein and shall supplement this Scope of Services and be subject to the terms and conditions of the Agreement. In the event of a conflict between the Agreement (including its Exhibits and the RFP 23-24-10 or Contractor's proposal, the Agreement (including its Exhibits) shall govern.

SECTION 2. SERVICES TO BE PERFORMED
Contractor shall provide specialized electrical maintenance and repair services, including but not limited to the following:

2.1 Install lighting controls

2.2 Install conduit, pull boxes, and manholes

2.3 Install building lighting and wiring

2.4 Install switchgear, variable frequency drives (VFD), and motor control centers

2.5 Repair electrical and communication wiring

2.6 Repair or replace grounding systems

2. 7 Repair low and medium voltage systems

2.8 Repair or replace electrical protection systems, including surge protection, overcurrent protection, and over- and undervoltage protection

2.9 Remove pumps, fans, motors, and other electrical equipment

2.10 Repair or replace uninterruptible power supplies
Agreement with Rosendin Electric, Inc.

Rev. 07-01-18

2.11 Replace fans, motors, and other electrical equipment

2.12 Provide temporary wiring as requested by the City

2.13 Provide electrical and communication materials

2.14 Provide new electrical parts as required to complete the services

2.15 Perform preventative and corrective maintenance services

2.16 Perform electrical testing services

2.17 Perform miscellaneous maintenance and repair services SECTION 3. SPECIFIC REQUIREMENTS
Contractor shall be responsible for providing the following, as required for the Services:

3.1 Logistical planning

3.2 Scheduling services

3.3 Supervision and administrative support

3.4 Program and project management services

3.5 Subcontractor management

3.6 On-site crane support

3. 7 On-site cribbing and rigging

3.8 On-site scaffolding services

3.9 On-site electrical testing and non-destructive examination (NOE)

3.10 On-site miscellaneous services (portable restroom facilities, rental equipment such as light standards, generators, fueling services, etc.)

3.11 Expedited procurement and transportation of materials, parts, and equipment when requested by the City.

SECTION 4. REPORTS

4.1 Service Reports

4.1.1 Within seven (7) business days after final acceptance by the City of Services associated with each Work Authorization (as defined in Section 8), Agreement with Rosendin Electric, Inc.

Rev. 07-01-18

Contractor shall provide a service report to the City, which shall include the following information:

4.1.1.1 Type of service, such as preventative maintenance and/or repair

4.1.1.2 Summary of existing conditions

4.1.1.3 Description of noted issues/deficiencies (including photos) and recommended corrective action(s)

4.1.1.4 Description of service/repairs performed

4.1.1.5 Summary list of spare parts inventory including serial number of all parts removed and installed

4.1.1.6 Other information requested by City.

4.2 Status Reports

4.2.1 Contractor shall provide regular cost, schedule, and status updates on Services performed during the Term of the Agreement.

4.2.2 Depending on the work activity, status updates may be required daily, weekly, or monthly at the direction of the City.

4.3 Contractor shall provide all reports in electronic format and hard copy if requested by the City.

SECTION 5. COMPLETION OF SERVICES
All Services shall be completed in a timely, efficient manner so as to ensure the site, equipment, and/or system is operational as soon as possible and as provided in the applicable Work Authorization, Purchase Order, Interim Work Order, or Emergency Work Order as defined in Section 8.

SECTION 6. HOURS AND DA VS OF SERVICE
Contractor will generally perform the required Services between 7:00 AM - 7:00 PM PST/PDT, Monday through Friday. City will, at its discretion, allow access during non­ business hours when required.

Agreement with Rosendin Electric, Inc.

Rev. 07-01-18

SECTION 7. SCHEDULING AND PLANNING
7 .1 Contractor and City shall mutually agree to schedule outages associated with the performance of the Services. When requested by City, Contractor shall be able to plan, staff and execute scheduled Services with thirty (30) days advance notice. 7 .2 For critical equipment, Contractor may be required to work shifts longer than twelve (12) hours per day or alternative shifts including night shifts. 7 .3 Emergency Services. Contractor shall be available to provide 24-hour emergency services, seven (7) days per week, 365 days per year. Contractor shall provide an answering service contact phone number at which an individual can be reached at any time. Contractor shall respond via phone or email to an emergency request within 24 hours of the City's notification. Contractor be on-site within 48 hours from notification to perform the Services.

SECTION 8. WORK AUTHORIZATION PROCESS

8.1 Non-Emergency Work

8.1.1 When as-needed services are required, the City will request Contractor to provide a Proposal for the Services. In its request, the City will provide a description of the work required, the deadline for response, and any other relevant information (Work Request).

8.1.2 Proposal. Contractor shall prepare and submit a proposal (Proposal) for each Work Request that includes:

8.1.2.1 A work plan that includes a detailed description by task of the services to be performed.

8.1.2.2 A project timeline/schedule with discussion on any activities that may impact the project timeline/schedule.

8.1.2.3 A list of Contractor's personnel and subcontractors, including subcontractor Department of Industrial Relations (DIR) number where required.

8.1.2.4 Any required drawings or documents.

8.1.2.5 A list of City responsibilities.

8.1.2.6 A final acceptance criteria.

8.1.2. 7 An itemized cost proposal showing:

8.1.2. 7 .1 Hours and hourly rates by position as listed in Exhibit B for both Contractor and subcontractor personnel if
Agreement with Rosendin Electric, Inc. Page 13 of 45
Rev. 07-01-18
applicable. Indicate labor subject to prevailing wage
requirements.

8.1.2. 7 .2 Parts/materials.

8.1.2.7.3 Rental and/or specialty equipment.

8.1.2. 7 .4 Reimbursable expenses, in accordance with the limitations set forth in Exhibit B.

8.1.2. 7 .5 Any additional costs such as, but not limited to, freight, permits, and fees.

8.1.2. 7 .6 Breakdown of materials and labor sufficient to calculate all required taxes.

8.1.2.7.7 Estimated total cost including any required taxes.

8.1.2.8 All submitted pricing shall be in accordance with the rates authorized in Exhibit B of this Agreement and the Proposal shall include sufficient information for the City to determine that rates are in accordance with the Agreement.

8.1.2.9 Costs for any additional equipment, parts, or services required for completion of the Services as detailed in the Work Request and in Contractor's Proposal but not reflected in the
Contractor's cost proposal shall be the sole responsibility of the Contractor and at no additional cost to the City.

8.1.2.10 The City will review the Proposal, and may elect to approve it, reject it, or use it as a basis for further negotiations with Contractor.

8.1.2.11 Provided that Contractor's original Proposal includes all items listed in Section 8.1.2, the City and Contractor may negotiate whether the cost for the Work Authorization will be fixed price (lump sum) or based on specific rates of compensation (e.g. time-and-materials) for completion of the services.

8.1.2.12 If a fixed fee or lump sum is authorized by the City, Contractor must include a payment schedule in their final cost proposal.

Contractor's final cost proposal shall be in conformance with Exhibit B and:

8.1.2.12.1 Include a clear breakdown of materials and labor indicating taxable and non-taxable items along with
an estimate of required taxes.

Agreement with Rosendin Electric, Inc.

Rev. 07-01-18

8.1.2.12.2 Include separation of materials subject to tax so that payment for such materials and the associated taxes
occur in a single payment.

8.1.2.12.3 Payment milestones shall not include payment for labor subject to prevailing wage in advance of such
labor taking place.

8.1.2.13 Contractor must submit a revised Proposal to the City based upon such negotiations.

8.1.3 Work Authorization

8.1.3.1 If the completion of the services in the Proposal will not result in total costs exceeding the maximum compensation in Section 6 of the Agreement (when combined with all previously
authorized Services), the City may authorize the proposed services as set forth in this Section.

8.1.3.2 For Proposals with a total cost exceeding $50,000, Work Authorizations shall be issued in substantially the same format as Exhibit E ("Work Authorization"). Each Work Authorization shall describe the services and deliverables the Contractor must provide, the time limit within which the Contractor must complete the service and deliverables, the system acceptance criteria, warranty provisions, and the compensation for the additional services.

8.1.3.3 Subject to the terms and conditions of this Agreement, Contractor and City will negotiate the specific scope and requirements of each Work Authorization.

8.1.3.4 Each Work Authorization shall have a Purchase Order attached to it. A Purchase Order ("Purchase Order") is a document issued by the City of Santa Clara Finance Department which will reference the terms and conditions of this Agreement and serves as final approval for each Work Authorization except in those situations set forth in Section 8.2.3.5 below.

8.1.3.5 For Proposals with a total cost less than $50,000, a signed Work Authorization is not required. The City will issue a Purchase Order authorizing Services and the Purchase Order will serve as the Work Authorization.

8.1.3.6 Only the Assistant Director of the Electric Utility, Electric Utility Chief Operating Officer, or Chief Electric Utility Officer may, on behalf of the City, execute a Work Authorization.

Agreement with Rosendin Electric, Inc.

Rev. 07-01-18

8.1.4 Changes to Work Authorization

8.1.4.1 Contractor shall notify the City immediately when a situation occurs that may result in a change to the total project cost or specific line items in a Work Authorization or Purchase Order.

Contractor shall provide the reason for the change specific to each Purchase Order.

8.1.4.2 If Contractor requires changes to a fixed price Work Authorization, Contractor shall only be permitted to request changes with justification such as additional scope requested by City or unanticipated field conditions. For such changes, Contractor shall submit justification demonstrating that changes in cost are associated with changes in scope. Contractor shall not be entitled to additional compensation for issues such as errors in calculation of original pricing, changes in staff, or other changes that are not directly related to changes requested by City.

8.1.4.3 In the event that unanticipated site conditions or other issues result in costs that exceed the total of the Purchase Order or changes to line items in a Purchase Order, Contractor shall submit to the City an updated Proposal for review and approval from the City in advance of performing any additional services.

The City will issue a new or amended Work Authorization (if required pursuant to Section 8.1.3.2) and/or Purchase Order (as applicable) to authorize such additional services.

8.1.4.4 In the event that issues are identified that can be most efficiently and economically resolved while on site, changes may be approved verbally (in the field), by telephone, or e-mail by the following authorized individuals: Assistant Director of the Electric Utility, Electric Utility Chief Operating Officer, or Chief Electric Utility Officer. Such authorization shall be defined as an Interim Work Order. Contractor shall provide an updated Proposal within two (2) business days so that such changes can be documented in a Work Authorization and/or Purchase Order.

8.2 Emergency Work Orders

8.2.1 An Emergency Work Order should be used only in instances of a threat to public health or safety, loss of or damage to property, or serious disruption to essential services. An emergency is defined as an unforeseen event, circumstance, or combination of circumstances that the City reasonably determines to require immediate action.

Agreement with Rosendin Electric, Inc.

Rev. 07-01-18

8.2.2 Emergency Work Orders do not need to be in writing and may only be authorized by the Assistant Director of the Electric Utility, Electric Utility Chief Operating Officer, or Chief Electric Utility Officer. Such verbal authorizations will be confirmed by the City in writing within three (3) business days followed by a Purchase Order or, where applicable, a Work Authorization and Purchase Order.

8.2.3 When emergency services are required, Contractor shall send a Proposal to the City for the required Services as soon as possible, but no later than three (3) business days after starting Services. The Proposal shall be detailed in accordance with Section 8.1 and shall include all services required including those services already completed or initiated. The City will issue a Work Authorization (if required pursuant to Section 8.1.3.2) followed by a Purchase Order as soon as reasonably practicable.

8.3 A Work Authorization must be consistent with - and cannot alter - the terms and conditions of this Agreement. The terms and conditions of this Agreement shall prevail over any and all terms and conditions contained in a Proposal, Work Authorization, Interim Work Order, or Emergency Work Order - even if the Proposal, Work Authorization, Interim Work Order, or Emergency Work Order expressly states that it is intended to control. Any conflicting terms and conditions in a Work Authorization, Interim Work Order, or Emergency Work Order are invalid and unenforceable.

8.4 Each Work Authorization, Purchase Order, Interim Work Order, and Emergency Work Order including those authorizations issued pursuant to Section 8.2 and

8.1 .4.4 shall be incorporated into the Agreement by reference and subject to its terms and conditions and the Services contained therein shall be included within the Services.

8.5 If Contractor begins the Services or fails to dispute a Purchase Order within three (3) business days, Contractor is assumed to have accepted the terms of the Purchase Order.

8.6 The City (through the individuals listed in Section 8.1.3.6 or, in the case of Purchase Orders, the Finance Department) may terminate an Work Authorization, Purchase Order, Interim Work Order, or an Emergency Work Order for convenience with ten (10) days prior written notice to Contractor. In such event, the Contractor shall have no further rights hereunder, except that Contractor shall be paid for all Services adequately rendered prior to such termination.

8. 7 Proposals, pricing, quotes, and invoices are not confidential and will not be treated as confidential even if marked confidential when submitted.

8.8 Except in the case of emergency which shall confirm to the conditions of Section 8.2 or where the circumstances in Section 8.1.4.4 apply, Contractor shall not initiate services and the City will not compensate the Contractor Agreement with Rosendin Electric, Inc.

Rev. 07-01-18

until the City has (1) executed the Work Authorization for such services, when applicable, (2) issued a Purchase Order, and (3) directed Contractor to perform Services.

SECTION 9. APPLICABLE LAWS AND REGULATIONS

9.1 Contractor shall comply with all applicable present and future federal, state, and local regulations, ordinances and codes including but not limited to the U. S.

Occupational Safety and Health Administration (OSHA) and the California Department of Industrial Relations and the Division of Occupational Safety and Health (Cal/OSHA).

9.2 Where any applicable laws or ordinances conflict with the City's requirements, the more stringent requirement(s) shall be followed. Contractor's failure to be thoroughly familiarized with the provisions of any applicable federal, state, and local regulations, ordinances and codes shall not relieve Contractor from compliance with the obligations and penalties resulting therefrom.

SECTION 10. WORKMANSHIP

10.1 Contractor shall perform all Services in a professional and environmentally responsible manner that meets or exceeds industry and professional standards of performance. All Services shall be performed by a Contractor employee skilled in the particular task to which they are assigned.

10.2 All parts and/or components replaced or newly installed in the system shall be factory new and free of defects in title, materials and workmanship at the time of their delivery and installation. However, if approved by the City, Contractor may use rebuilt parts or new parts from another manufacturer if approved by the original manufacturer and/or City for use in the specific piece of equipment of the system.

10.3 Poor or inferior workmanship, as determined at the sole discretion of the City, shall be removed and replaced to conform to the quality standards of the industry, or otherwise corrected to the satisfaction of the City, at Contractor's sole expense.

10.4 City reserves the right to inspect any Services performed by Contractor and its subcontractors. If, upon inspection, the City determines that there is any unsatisfactory or defective Services, the Contractor must correct the Services at no additional cost to the City.

SECTION 11. PERMITS AND LICENSES
Contractor shall obtain, maintain, and pay for all licenses, permits, and certificates required by any statute, ordinance, rule, or regulation in order to perform the Services.

Agreement with Rosendin Electric, Inc.

Rev. 07-01-18

SECTION 12. WARRANTY

12.1 Services. For each Work Authorization, Purchase Order, Interim Work Order, and Emergency Work Order, all Services shall carry a warranty of a minimum of twelve ( 12) months from the date of completion of Services as set forth in each Work Authorization, Purchase Order, Interim Work Order, or Emergency Work Order.

Warranty-related work shall be at no additional cost to the City.

12.2 Parts. All parts provided by Contractor shall include a warranty of no less than the greater of either twelve (12) months or the OEM warranty period. In the event the OEM warranty is less than twelve (12) months, Contractor shall extend the OEM warranty to a minimum of twelve (12) months. All parts fabricated by Contractor shall include a warranty of twelve (12) months. Contractor shall provide the City with a copy of the any manufacturer's warranty or extended manufacturer's warranty.

12.3 Contractor shall be responsible for performing all warranty work within a reasonable time. In emergencies where damage may result from delay or where the loss of service may result, the City may choose to perform the work covered in the warranty. The cost associated with the City completing the warranty work shall be charged to Contractor.

SECTION 13. CITY FURNISHED MATERIALS
Contractor shall credit the City for any City-furnished materials that are used, lost, stolen, damaged or rendered unusable by actions of Contractor.

SECTION 14. WORK AREA

14.1 Contractor shall ensure that the work site is free from all surplus materials, waste materials, debris, spills, dirt and rubbish caused by Contractor's performance of Services. Upon completion of the scheduled Services or at the end of each day, whichever comes first, Contractor shall ensure the work area is in a clean safe condition. The City shall be the sole judge as to the adequacy of the cleanup.

14.2 Contractor shall follow all directions of City with regard to clean-up both during the course of, and upon completion of Services. If Contractor fails to clean up the work area within forty-eight hours (48) after demand by the City, City may charge Contractor for any costs of clean-up or other services required to adequately protect the City's electrical or other facilities or to restore work area to a safe condition. City may invoice Contractor or deduct costs from Contractor's invoice at City's sole discretion.

14.3 Contractor must provide work and traffic signage as required to warn pedestrians and vehicular traffic of work in progress. Contractor may be required to direct pedestrians and traffic around the work area. Contractor shall also be responsible for providing all equipment and personnel necessary to properly perform the traffic Agreement with Rosendin Electric, Inc.

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control measures, including but not limited to, flaggers, cones, reflectors, electronic signs, barricades, caution tape, temporary paving, or steel plates.

14.4 Contractor shall make all reasonable efforts to minimize obstructions and inconvenience to City's operations and others who may be impacted by Contractor's Services.

SECTION 15. CONTRACTOR'S EQUIPMENT, TOOLS, AND MATERIALS

15.1 All equipment, tools (including any specialty tooling), and materials required for the execution of the Services shall be provided by Contractor. City will not loan tools or equipment to Contractor. Neither the Contractor nor its workers shall attempt to borrow tools or other materials from City personnel.

15.2 Tools and equipment shall be kept in proper operating condition and used only for the purpose for which they were designed. City reserves the right to suspend Services if improper tools or equipment are being used or operated.

15.3 Tools and equipment shall be safely stored overnight under lock and key. Loss of any tools or equipment shall be reported immediately to City.

15.4 All vehicles, equipment, and ladders shall be secured when not in use. Keys shall not be left in any vehicles or equipment when not in use.

15.5 City will not be responsible for the loss of tools, equipment, or materials.

SECTION 16. DISPOSAL OF WASTE & SCRAPS

16.1 All wastes generated or encountered in the performance of Services must be managed in accordance with all applicable local, State, and federal regulations and laws. Contractor is solely responsible for arranging and implementing the proper handling, management, storage, transport, and disposal of all wastes including any hazardous materials.

16.2 Contractor shall provide the City with a written report of all disposal of materials within twenty-four (24) hours of disposal unless a shorter timeline is required by local, state, and/or federal regulations.

16.3 Contractor shall recycle all material scraps, and credit the value to the City.

SECTION 17. SAFETY

17.1 Safety must always be the top priority. Contractor shall take all necessary precautions for the safety of all persons at the work site. Contractor must erect and properly maintain at all times, as required by the conditions and progress of the Agreement with Rosendin Electric, Inc.

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Services, all necessary safeguards for the protection of all persons and the public including posting danger signs and warnings against known or unusual hazards. 17 .2 Contractor shall perform Services according to accepted industry standards and work/safety practices, including but not limited to the National Fire Protection Association (NFPA) Codes NFPA 70, 70B, and ?OE, National Electrical Manufacturer's Association (NEMA), NETA, and IEEE standards.

17.3 Contractor shall maintain an effective Injury and Illness Prevention Program (IIPP) in writing pursuant to Section 3203, Title 8 of the California Code of Regulations (CCR). The written plan shall include specific instructions with regard to hazards unique to the employee's job assignment. Contractor shall submit a copy of their IIPP to the City at City's request and Contractor shall make it available on-site. 17 .4 Contractor shall schedule safety inspections as necessary and as may be requested by the City to identify and correct unsafe conditions and practices. The City reserves the right to accompany Contractor during these inspections. 17 .5 Contractor must comply with all site-specific safety requirements and procedures including but not limited to Lockout/Tagout (LOTO), Energy Isolation, Confined Space, Fall Protection, Chemical Safety, Hazardous Waste, and Personnel Protective Equipment (PPE).

17.6 Contractor's employees (including any subcontractors) shall use appropriate Personal Protective Equipment (PPE) and Fire Resistant (FR) clothing, as required. Any required PPE and FR clothing shall be provided at the expense of Contractor.

17.7 When requested by the City, Contractor shall provide an on-site Safety Manager/Supervisor to ensure compliance with all applicable Safety rules and regulations, perform daily audits and submit daily reports to the City that identify discrepancies or non-compliance, provide direction in regards to safety rules and regulations to Contractor Project Manager / On-Site Supervisor (as defined in Section 19) and Contractor employees.

SECTION 18. INJURY/PROPERTY DAMAGE
Contractor shall notify the City immediately in the event of an injury or property damage that occurs during the performance of Services. Contractor shall investigate the reported injury or damage upon request from City and provide City with regular updates including all accident reports until the investigation is resolved. City reserves the right to perform its own investigation. Should City choose to conduct its own investigation, Contractor shall assist as required.

Agreement with Rosendin Electric, Inc.

Rev. 07-01-18

SECTION 19. CONTRACTOR PERSONNEL

19.1 Project Manager/On-Site Supervisor
Contractor must designate one (1) Project Manager or On-Site Supervisor to communicate with the City during performance of Services. The Project Manager/On-Site Supervisor is the designated point of contact for the City to communicate work tasks and receive feedback. The Project Manager/On-Site Supervisor must be capable of communicating effectively with City staff.

19.2 Staffing

19.2.1 Contractor shall be responsible for its employees' professional and technical competence and will select appropriate individuals who are qualified, certified, and/or licensed to perform the assigned task.

19.2.2 Contractor shall ensure its employees and any subcontractors supply proper identification when requested by the City.

19.2.3 Contractor shall inform City immediately of any change in key personnel assigned to this agreement. Contractor shall submit the resumes and other qualifications of the proposed replacement employee(s) to City for review and approval.

19.3 Employee Training

19.3.1 At Contractor's sole cost and expense, Contractor shall provide recurring, periodic (no less than annual) training to its employees (including subcontractors) appropriate to the duties and responsibilities of each employee.

19.3.2 It is essential that all employees be thoroughly trained and familiar with the equipment and procedures to be followed.

19.3.3 Training shall follow Contractor's standard policies and procedures and shall be in compliance with all applicable federal, state, and local laws, including but not limited to safety and injury prevention training requirements contained in the OSHA standards.

19.3.4 Contractor shall be familiar with SVP's operating standards. All employees are required to watch SVP's safety video once per calendar year or prior to the commencement of Services.

19.3.5 At the City's request, Contractor shall submit copies of training records for its employees.

Agreement with Rosendin Electric, Inc.

Rev. 07-01-18

19.4 Standards of Conduct

19.4.1 Contractor shall be solely responsible for its employees while on or about the work site, including but not limited to, maintaining discipline, ensuring standards of conduct are adhered to, and enforcing safety policies, procedures, and orders. Contractor shall ensure that while on or about the work site, its employees do not:

19.4.1.1 Display a discourteous, abrupt, abrasive, or belligerent attitude.

19.4.1.2 Use any prescribed or over-the-counter medications which can potentially impair the employee's ability to perform the Services safely.

19.4.1.3 Present or identify themselves as employees of the City of Santa Clara.

19.4.1.4 Possess or use any alcohol, narcotics, firearms, illegal drugs, intoxicants, or other restricted materials while on the premises.

19.4.2 In the event that a Contractor employee fails to meet these standards of conduct, Contractor shall immediately remove the employee and provide a replacement. Contractor shall determine appropriate disciplinary actions in accordance with its own policy, a copy of which may be requested by the City at any time.

19.4.3 In the event that a complaint is made against a Contractor employee, Contractor shall notify the City immediately and provide a written explanation detailing how the situation was resolved.

SECTION 20. E-BUILDER

20.1 When required by City, Contractor shall use e-Builder for submission of data and documents throughout the Term of this Agreement.

20.2 e-Builder is a web-based construction management application hosted by e­ Builder, Inc. For certain projects to be defined by the City, e-Builder shall be the primary means of project information submission and management or as otherwise agreed upon with the City.

20.3 The City will establish the Contractor's access to e-Builder by providing licenses to Contractor's personnel at City's cost. The Contractor's designated users will be required to set up their computers/systems to use e-Builder in accordance to the Agreement with Rosendin Electric, Inc.

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e-Builder User Training Guide. The City reserves the right to limit the licenses issued to Contractor in the future.

20.4 Contractor is required to obtain all necessary training to use the software. The City will provide one classroom training or a web-based seminar. A training session is 1 - 2 hours.

20.5 e-Builder is a web-based environment and therefore it is subject to the inherent speed and connectivity limitations of the Internet. Contractor is responsible for its own connectivity to the Internet. e-Builder's response time is dependent on the Contractor's equipment, including processor speed, Internet access speed, etc., and current traffic on the Internet. The City will not be liable for any delays associated with the usage of e-Builder including, but not limited to slow response time, downtime periods, connectivity problems, or loss of information. The Contractor shall ensure connectivity to the e-Builder system whether at the home office or job site. Under no circumstances will the usage of e-Builder be grounds for a time extension or cost adjustment to the Agreement.

20.6 Data entered in a collaborative mode (entered with the intent to share as determined by permissions and workflows within the e-Builder system) by the City and the Contractor will be jointly owned.

20.7 Contractor is responsible for managing, tracking, and documenting the Services to comply with the requirements of this Agreement. The City's acceptance via automated system notifications or audit logs extends only to the face value of the submitted documentation and does not constitute a validation of the Contractor's submitted information.

20.8 At the City's sole discretion, project documents may be processed and distributed digitally over the internet or may be required to be presented in hard copy format.

20.9 While regular email may still be used for communication, when requested by the City, e-Builder shall be used as much as possible in connection with all document and information management required in the performance of projects where City has directed the use of e-Builder. Contractor shall be responsible for scanning or otherwise converting to electronic format all project submittals and Contractor correspondence, drawings, sketches, etc., and uploading them to the e-Builder website and shall be responsible for the validity of the information placed in e­ Builder. The Contractor shall use the existing forms and processes in e-Builder to the maximum extent possible. If a required form does not exist in e-Builder, the Contractor shall include a form of its own or one provided by the City (if available) as an attachment to a submittal or process. Documents and information to be submitted electronically include, but are not limited to:

20.9.1 Correspondence

20.9.2 Meeting minutes
Agreement with Rosendin Electric, Inc.

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20.9.3 Product data, reports, certifications, etc. must be submitted in PDF. (If a sample can be scanned, it is requested that a scanned PDF copy be submitted with the sample.

20.9.4 Requests for Information (RFl's)

20.9.5 Submittals and shop drawings

20.9.6 Change order requests and documentation, including record copies of change orders, proposals, and modifications.

20.9. 7 Pay applications

20.9.8 "Official" correspondence (such as letters) including informal correspondence, such as email.

20.9.9 Pre-Task Plans (PTPs)

20.9.10 Daily construction reports and other daily reports including Contractor Quality Control (CQC) Reports

20.9.11 All official reports, such as commissioning reports

20.9.12 Notices and claims

20.9.13 Operations and maintenance manuals

20.9.14 All close-out documents, and

20.9.15 All testing results

20.10 Archive Copies: When requested by City, Contractor shall keep an archive copy of all digital data created by Contractor, or submitted to Contractor via e-mail, or resident on the e-Builder for the duration of the Project. Such data shall be available to City, and authorities with the jurisdiction (including funding agencies or representatives) on demand.

20.11 Should the City replace e-Builder with a different project management tool, Contractor, and subcontractors shall be required to use the new project management tool selected by the City.

SECTION 21. TRANSPORTATION, SHIPPING AND FREIGHT

21.1 Contractor shall be responsible for shipment and delivery of all required products, materials, and equipment to City. Contractor will pay all freight charges which may be reimbursed subject to the terms of Section 8 of Exhibit A and Section 2 of Exhibit B. All products, materials, and equipment shall be entirely at Contractor's risk from the time they are placed in the possession of the carrier for shipment to/from City Agreement with Rosendin Electric, Inc.

Rev. 07-01-18

until final acceptance by the City at the location set forth in the applicable Work Authorization or Purchase Order.

21.2 Contractor will pack and ship all products, materials, and equipment in accordance with good commercial practices.

21.3 Contractor shall ensure that the products, materials, and equipment are insured against "all risks" from the time the products, materials, and equipment are placed in the possession of the carrier for shipment to/from City until received by the City.

21.4 Contractor shall notify the City at least sixty (60) minutes prior to the arrival of any deliveries to the City. City will provide the Contractor with a contact name, phone number, and shipping location.

Agreement with Rosendin Electric, Inc.

Rev. 07-01-18

EXHIBIT B

SCHEDULE OF FEES AND PAYMENT PROVISIONS
SECTION 1. MAXIMUM COMPENSATION

1.1 The maximum compensation payable to Contractor during the Term shall not exceed the amount in Section 6 (Compensation and Payment) of this Agreement.

1.2 The City does not guarantee any minimum compensation under this Agreement.

SECTION 2. RA TES

2.1 Contractor shall submit Proposals and invoice all Services at the rates listed in Appendix B1 (Rates) and Appendix B2 (Equipment Rates) attached and incorporated by reference.

2.2 Rates listed in Appendix B1 and Appendix B2 are fully burdened and will remain fixed for the first two (2) years of the Agreement.

2.3 Rate Increase. After the first two (2) years of the Agreement, rates may be negotiated no more than once annually. Contractor shall notify the City ninety (90) days in advance of any proposed rate increase. Any rate increases are subject to approval by the City and must be substantiated by the Contractor to the satisfaction of the City. All rate adjustments must be approved by the City through an amendment to this Agreement. References to alternate rates in Proposals or quotes that have not been separately authorized pursuant to this section are not approved.

2.4 Reimbursable Expenses. Any and all reimbursable expenses related to each Work Authorization or Purchase Order shall be described in Contractor's Proposal as set forth in Section 8 of Exhibit A and accounted for in the total cost for each Proposal, Work Authorization, and Purchase Order. Expenses shall be reimbursable only to the extent that (1) Contractor submits sufficient documentation to City that the expenses were directly incurred in providing the required Services, (2) Contractor demonstrates that such expenses aren't included in the hourly rate where applicable, (3) such expenses were approved in advance pursuant to Section 8 of Exhibit A, (4) Contractor submits receipts, invoices, or other supporting documentation demonstrating that such reimbursable costs were incurred. Any reimbursement to the Contractor is limited to the expenses set forth below in the Reimbursable Expense Schedule.

Reimbursable Expense Schedule

1. , The cost of mailing, shipping and/or delivery of any documents or materials.

Agreement with Rosendin Electric, Inc.

Rev. 07-01-18
Mark Up
No Markup

Reimbursab le Expense Schedule Mark Up

2. The cost of photographing, printing , reproducing No Markup and/or copying any documents or materials.

3. Charges for outside services (including subcontractor Not to exceed 15% fees, equipment , equipment renta l, materials , and
facilities not furnished directly by Contractor).

4. Other reimbursable expenses with prior written No Markup approval from the City

5. Except for those vehicles listed in Appendix B-2, No Markup allowable mileage will be charged at the prevailing
IRS rate per mile . (Rental cars are reimbursed at
actual cost only . No mileage is applicable to rental
cars .)

6. Unless approved in writing (e-mail acceptable) in No Markup advance , meals, lodging , and related per diem shall
not exceed the rates outlined by United States
General Services Administration (GSA).
htt12s://www.gsa.gov/travel-resources . Airfare or
rental car, where applicable shall be at economy
rates.

SECTION 3. PAYMENT PROVISIONS

3.1 Time and Materials . For Services authorized to be paid on a time and material basis, Contractor shall provide an invoice to the City on a monthly basis for services completed in the preceding month , pursuant to the rates listed in Appendix B1 and Appendix B2 and in accordance with the Work Authorization.

The invoice must include the following information :

3.1.1 Invoice Number, Purchase Order Number, and Invoice Period .

3.1.2 Current amount due with a time and materials breakdown: titles , hours , hourly rates, and any City approved reimbursable expenses itemized with supporting documentation.

3.1.3 Each invoice shall provide sufficient detail for City to verify that the rates listed in Appendix B1 and Appendix B2 are charged . Additionally , invoices shall include suffic ient detail to allow for accurate comparison with certified payroll submittals .

3.2 Fixed Price. For Services authorized to be paid on a fixed price basis , Contractor shall provide an invoice to the City in accordance with the Work Authorization and based on either (a) the percentage of services completed during the previous Agreement with Rosendin Electr ic, Inc.

Rev . 07-01-18

month or (b) a lump sum amount upon the completion of deliverable(s), as specified in the Purchase Order. Invoices must include the following information:

3.2.1 Invoice Number, Purchase Order Number, and Invoice Period.

3.2.2 Detailed information on the Services performed on each deliverable or task completed on each project, as applicable.

3.2.3 Contractor shall not invoice labor costs subject to prevailing wages in advance of performing the applicable Services.

3.2.4 With regard to milestone payments, Contractor shall invoice each milestone payment in full. Contractor shall not separate milestone payments into multiple invoices.

3.3 Pre-Payment. City shall not be required to pay a deposit or any other form of pre­ payment prior to Contractor beginning the Services.

3.4 Payment Limited to Satisfactory Work. Contractor is not entitled to any payments until the City concludes that the Services and/or any furnished deliverables have been satisfactorily performed.

3.5 Recalculation. The City may recalculate and pay invoices based on the rates established in this Agreement.

3.6 Certified Payroll. When applicable, Contractor must submit all necessary certified payrolls through LCP Tracker in advance of its request for payment. These submittals shall comply with the requirements set forth in Exhibit D and are subject to verification by the City.

3.7 Disputed Invoices. If the City in good faith disputes any portion of an invoice, the City shall pay the undisputed portion of the invoice and submit written notice to Contractor regarding the disputed amount. The notice shall include documentation supporting the disputed amount.

3.8 Payment. If there are no discrepancies or deficiencies in the submitted invoice and Contractor has submitted all required certified payroll, City shall process the invoice for payment.

3.9 Confidential. Invoices are not confidential even if marked as confidential when submitted.

Agreement with Rosendin Electric, Inc.

Rev. 07-01-18

APPENDIX 81 TO EXHIBIT B
RATES
SECTION 1. RA TES
Contractor shall charge and the City shall pay for actual services rendered and authorized according to the process outlined in Section 8 of Exhibit A. The rates applicable for the Services are listed below in Table B1.

In cases where services are required but not listed below, Contractor shall submit rates for approval by the City in advance, in writing before performing the services. For avoidance of doubt, any changes to the rates in Table B1 must be authorized by an amendment to the Agreement in accordance with Section 2.3 of Exhibit B. Rate changes are not permitted as part of a Work Authorization process.

Table 81
Straight Time Overtime Double Time
Labor Classification Hourly Rate Hourly Rate Hourly Rate General Foreman $222.08 $297.17 $373.26
Foreman $204.11 $270.54 $336.96
Journeyman $179.42 $237.18 $294.94
Apprentice $143.44 $186.77 $230.08
Office Staff
Senior Project Manaqer $140.94
Project Manaqer $126.24
Assistant Project Manaqer $ 80.99 Not Applicable Not Applicable Estimator $132.33 Safety $104.18
Superintendent $231.75
Parts
Parts manufactured by Contractor shall be at the price authorized in the Work Authorization. Parts from the original equipment manufacturer shall be at Contractor's actual cost plus a 15% markup.

Equipment
Equipment rates are defined in Appendix B2.

SECTION 2. DEFINITIONS
The following definitions apply to the rates listed in Table B1:

2.1 "Straight Time" means the first eight (8) hours worked per day Monday through Friday, excluding Holidays ("Holidays").

Agreement with Rosendin Electric, Inc.

Rev. 07-01-18

2.2 "Holidays" means New Year's Day, Martin Luther King's Birthday, Washington's Birthday, Good Friday, Friday before Memorial Day, Memorial Day, working day before Independence Day, Independence Day, Friday before Labor Day, Labor Day, Veteran's Day, Thanksgiving Day, the day after Thanksgiving, Christmas Eve, Christmas Observed, the day after Christmas, and New Year's Eve.

2.3 "Overtime" means the:

2.3.1 hours worked in excess of eight (8) hours per day, from Monday through Friday; or

2.3.2 first eight (8) hours worked on Saturdays.

2.4 "Double Time" means the:

2.4.1 hours worked in excess of twelve (12) hours per day Monday through Friday; or

2.4.2 hours worked in excess of eight (8) hours on Saturdays; or

2.4.3 hours worked during Holidays: or

2.4.4 hours worked on Sundays.

Agreement with Rosendin Electric, Inc.

Rev. 07-01-18

APPENDIX 82 TO EXHIBIT B

EQUIPMENT RA TES
Equipment Type
Boom Truck; Water Truck
Laborers Dump Trucks Includes Compressor Etc
Dump Truck, Carqo Truck Up To 12,000 Lbs.

Dump Truck, Cargo Truck 12,000 Lbs. And Up
Loader; Backhoe, Bobcat
Forklift, Strait Up Lift
Reach Straight Up And Away Horizontally
Utility Van, Storaqe Van
Job Site Office Trailers
Home Made Wire Trailers
Generator
Container Unit
Vacuum Trailer
Bomaq Roller, Sheeps Foot Roller, Concrete Saw
All Terrain Vehicle/ Ruff Terrain
Golf Cart
Arrow Board
Equipment Trailer
75kva Transformer Cart
Temp Power Skid
Compressor & Accessories
Service Trucks-Fiber Splicing
Scissor Lift 19"
Sb 555 Bender 2" W/Programmable Switch
855 Bender 2" W/Programmable Switch
854 Bender 2"
555 Bender 2"
4" Bender/ Floor
4" Rigid Bender / Floor
4" 881 Bender
Battery Crimper
Surveyors Laser
Floor Bandsaw
1215 Threader
535 Threader Up To 2"
1822 Threader Up To 2"
1224 Threader Up To 4"
Agreement with Rosendin Electric, Inc.

Rev. 07-01-18
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
Hourly
Rates Monthly Rates

15.25 $ 2,643.00

10.00 $ 1,733.00

7.16 $ 1,240.00

11.00 $ 1,906.00

11.80 $ 2,030.00

5.20 $ 894.00

11.34 $ 1,966.00

1.12 $ 193.00

2.74 $ 471.00

0.73 $ 126.00

1.06 $ 182.00

1.12 $ 193.00

12.68 $ 2,181.00

3.46 $ 599.00

2.90 $ 499.00

2.90 $ 499.00

1.69 $ 291.00

0.87 $ 151.00

0.90 $ 156.00

1.37 $ 236.00

3.12 $ 537.00

14.25 $ 2,469.00

2.80 $ 482.00

2.48 $ 431.00

3.27 $ 566.00

3.49 $ 605.00

2.73 $ 473.00

3.82 $ 661.00

4.10 $ 710.00

4.46 $ 772.00

0.45 $ 78.00

1.80 $ 312.00

0.86 $ 148.00

4.30 $ 746.00

1.49 $ 259.00

1.49 $ 259.00

3.27 $ 566.00

Equipment Type
10k Tuaaer
Super Tugger
Ultra Tum:ier
Greenlee Ultra Cable Feeders
Puller
Small Vibra Plate
Vibra Plate, Turtle
Vibra Plate
4" Wacker
6" Wacker
12" Wacker
18" Wacker
12" Diesel Wacker
350p Welder
Agreement with Rosendin Electric, Inc.

Rev. 07-01-18
$
$
$
$
$
$
$
$
$
$
$
$
$
$
Hourly
Rates Monthly Rates

0.77 $ 133.00

3.27 $ 566.00

2.62 $ 454.00

4.90 $ 849.00

2.62 $ 454.00

2.37 $ 410.00

6.44 $ 1,115.00

7.45 $ 1,292.00

2.52 $ 437.00

2.52 $ 437.00

2.52 $ 437.00

2.52 $ 437.00

2.52 $ 437.00

1.81 $ 314.00

EXHIBIT C

INSURANCE REQUIREMENTS
Without limiting the Contractor's indemnification of the City, and prior to commencing any of the Services required under this Agreement, the Contractor shall provide and maintain in full force and effect throughout the Term, at its sole cost and expense, the following insurance policies with at least the indicated coverages, provisions and endorsements:

A. COMMERCIAL GENERAL LIABILITY INSURANCE

1. Commercial General Liability Insurance policy which provides coverage at least as broad as Insurance Services Office form CG 00 01. Policy limits are subject to review, but shall in no event be less than, the following:
$5,000,000 Each occurrence
$5,000,000 General aggregate
$5,000,000 Products/Completed Operations aggregate
$5,000,000 Personal Injury

2. Exact structure and layering of the coverage shall be left to the discretion of Contractor; however, any excess or umbrella policies used to meet the required limits shall be at least as broad as the underlying coverage and shall otherwise follow form.

3. The following provisions shall apply to the Commercial Liability policy as well as any umbrella policy maintained by the Contractor to comply with the insurance requirements of this Agreement:
a. Coverage shall be on a "pay on behalf' basis with defense costs payable in addition to policy limits;
b. There shall be no cross liability exclusion which precludes coverage for claims or suits by one insured against another; and c. Coverage shall apply separately to each insured against whom a claim is made or a suit is brought, except with respect to the limits of liability.

B. BUSINESS AUTOMOBILE LIABILITY INSURANCE
Business automobile liability insurance policy which provides coverage at least as broad as ISO form CA 00 01 with policy limits a minimum limit of not less than one million dollars ($1,000,000) each accident using, or providing coverage at least as broad as, Insurance Services Office form CA 00 01. Liability coverage shall apply to all owned, non-owned and hired autos.

Agreement with Rosendin Electric, Inc.

Rev. 07-01-18

C. WORKERS' COMPENSATION

1. Workers' Compensation Insurance Policy as required by statute and employer's liability with limits of at least one million dollars ($1,000,000) policy limit Bodily Injury by disease, one million dollars ($1,000,000) each accident/Bodily Injury and one million dollars ($1,000,000) each employee Bodily Injury by disease.

2. The indemnification and hold harmless obligations of Contractor included in this Agreement shall not be limited in any way by any limitation on the amount or type of damage, compensation or benefit payable by or for Contractor or any subcontractor under any Workers' Compensation Act(s), Disability Benefits Act(s) or other employee benefits act(s).

3. This policy must include a Waiver of Subrogation in favor of the City of Santa Clara, its City Council, commissions, officers, employees, volunteers and agents.

D. COMPLIANCE WITH REQUIREMENTS
All of the following clauses and/or endorsements, or similar provisions, must be part of each commercial general liability policy, and each umbrella or excess policy.

1. Additional Insureds. City of Santa Clara, its City Council, commissions, officers, employees, volunteers and agents are hereby added as additional insureds in respect to liability arising out of Contractor's work for City, using Insurance Services Office (ISO) Endorsement CG 20 10 11 85 or the combination of CG 20 10 03 97 and CG 20 37 10 01, or its equivalent.

2. Primary and non-contributing. Each insurance policy provided by Contractor shall contain language or be endorsed to contain wording making it primary insurance as respects to, and not requiring contribution from, any other insurance which the Indemnities may possess, including any self-insurance or self-insured retention they may have. Any other insurance Indemnities may possess shall be considered excess insurance only and shall not be called upon to contribute with Contractor's insurance.

3. Cancellation.
a. Each insurance policy shall contain language or be endorsed to reflect that no cancellation or modification of the coverage provided due to non-payment of premiums shall be effective until written notice has been given to City at least ten (10) days prior to the effective date of such modification or cancellation. In the event of non-renewal, written notice shall be given at least ten (10) days prior to the effective date of non-renewal.

Agreement with Rosendin Electric, Inc.

Rev. 07-01-18

b. Each insurance policy shall contain language or be endorsed to reflect that no cancellation or modification of the coverage provided for any cause save and except non-payment of premiums shall be effective until written notice has been given to City at least thirty (30) days prior to the effective date of such modification or cancellation. In the event of non-renewal, written notice shall be given at least thirty (30) days prior to the effective date of non­ renewal.

4. Other Endorsements. Other endorsements may be required for policies other than the commercial general liability policy if specified in the description of required insurance set forth in Sections A through D of this Exhibit C, above.

E. ADDITIONAL INSURANCE RELATED PROVISIONS
Contractor and City agree as follows:

1. Contractor agrees to ensure that subcontractors, and any other party involved with the Services who is brought onto or involved in the performance of the Services by Contractor, provide the same minimum insurance coverage required of Contractor, except as with respect to limits. Contractor agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this Agreement. Contractor agrees that upon request by City, all agreements with, and insurance compliance documents provided by, such subcontractors and others engaged in the project will be submitted to City for review.

2. Contractor agrees to be responsible for ensuring that no contract used by any party involved in any way with the project reserves the right to charge City or Contractor for the cost of additional insurance coverage required by this Agreement. Any such provisions are to be deleted with reference to City. It is not the intent of City to reimburse any third party for the cost of complying with these requirements. There shall be no recourse against City for payment of premiums or other amounts with respect thereto.

3. The City reserves the right to withhold payments from the Contractor in the event of material noncompliance with the insurance requirements set forth in this Agreement.

F. EVIDENCE OF COVERAGE
Prior to commencement of any Services under this Agreement, Contractor, and each and every subcontractor (of every tier) shall, at its sole cost and expense, provide and maintain not less than the minimum insurance coverage with the endorsements and deductibles indicated in this Agreement. Such insurance coverage shall be maintained with insurers, and under forms of policies, Agreement with Rosendin Electric, Inc.

Rev. 07-01-18

satisfactory to City and as described in this Agreement. Contractor shall file with the City all certificates and endorsements for the required insurance policies for City's approval as to adequacy of the insurance protection.

G. EVIDENCE OF COMPLIANCE
Contractor or its insurance broker shall provide the required proof of insurance compliance, consisting of Insurance Services Office (ISO) endorsement forms or their equivalent and the ACORD form 25-S certificate of insurance ( or its equivalent), evidencing all required coverage shall be delivered to City, or its representative as set forth below, at or prior to execution of this Agreement.

Upon City's request, Contractor shall submit to City copies of the actual insurance policies or renewals or replacements. Unless otherwise required by the terms of this Agreement, all certificates, endorsements, coverage verifications and other items required to be delivered to City pursuant to this Agreement shall be mailed to:

EBIX Inc.

City of Santa Clara Electric Department
P.O. Box 100085-S2 or
Duluth, GA 30096
Telephone number: 951-766-2280
Fax number: 770-325-0409
Email address: [email protected]
H. QUALIFYING INSURERS
1 Ebix Way
John's Creek, GA 30097
All of the insurance companies providing insurance for Contractor shall have, and provide written proof of, an A. M. Best rating of at least A minus 6 (A-VI) or shall be an insurance company of equal financial stability that is approved by the City or its insurance compliance representatives.

Agreement with Rosendin Electric, Inc.

Rev. 07-01-18

EXHIBIT D

LABOR COMPLIANCE
This Exhibit is subject to the requirements of California Labor Code section 1720 et seq. requiring the payment of prevailing wages, the training of apprentices, and compliance with other applicable requirements.

A. Prevailing Wage Requirements

1. Contractor shall be obligated to pay not less than the General Prevailing Wage Rate, which can be found at www.dir.ca.gov and are on file with the City Clerk's office, which shall be available to any interested party upon request. Contractor is also required to have a copy of the applicable wage determination posted and/or available at each job site.

2. Specifically, contractors are reminded of the need for compliance with Labor Code Section 177 4-1775 (the payment of prevailing wages and documentation of such), Section 1776 (the keeping and submission of accurate certified payrolls) and 1777.5 in the employment of apprentices on public works projects. Further, overtime must be paid for work in excess of 8 hours per day or 40 hours per week pursuant to Labor Code Section 1811- 1813.

3. Special prevailing wage rates generally apply to work performed on weekends, holidays and for certain shift work. Depending on the location of the project and the amount of travel incurred by workers on the project, certain travel and subsistence payments may also be required. Contractors and subcontractors are on notice that information about such special rates, holidays, premium pay, shift work and travel and subsistence requirements can be found at www.dir.ca.gov .

4. Only bona fide apprentices actively enrolled in a California Division of Apprenticeship Standards approved program may be employed on the project as an apprentice and receive the applicable apprenticeship prevailing wage rates. Apprentices who are not properly supervised and employed in the appropriate ratio shall be paid the full journeyman wages for the classification of work performed.

5. As a condition to receiving progress payments, final payment and payment of retention on any and all projects on which the payment of prevailing wages is required, Contractor agrees to present to City, along with its request for payment, all applicable and necessary certified payrolls (for itself and all applicable subcontractors) for the time period covering such payment request. Contractors shall submit certified payroll through LCP Tracker or similar system as directed by the City. The term "certified payroll" shall include all required documentation to comply with the mandates set Agreement with Rosendin Electric, Inc.

Rev. 07-01-18

forth in Labor Code Section 1720 et seq, as well as any additional documentation requested by the City or its designee including, but not limited to: certified payroll, fringe benefit statements and backup documentation such as monthly benefit statements, employee timecards, copies of wage statements and cancelled checks, proof of training contributions (CAC2 if applicable), and apprenticeship forms such as DAS- 140 and DAS-142.

6. In addition to submitting the certified payrolls and related documentation to City, Contractor and all subcontractors shall be required to submit certified payroll and related documents electronically to the California Department of Industrial Relations. Failure to submit payrolls to the DIR when mandated by the project parameters shall also result in the withholding of progress, retention and/or final payment.

7. No contractor or subcontractor may be listed on a bid proposal for a public works project unless registered with the Department of Industrial Relations pursuant to Labor Code section 1725.5 [with limited exceptions from this requirement for bid purposes only under Labor Code section 1771.1 (a)].

8. No contractor or subcontractor may be awarded a contract for public work on a public works project, unless registered with the Department of Industrial Relations pursuant to Labor Code section 1725.5. Contractors MUST be a registered "public works contractor" with the DIR AT THE TIME OF BID. Where the prime contract is less than $15,000 for maintenance work or less than $25,000 for construction alternation, demolition or repair work, registration is not required.

9. All contractors/subcontractors and related construction services subject to prevailing wage, including but not limited to: trucking, surveying and inspection work must be registered with the Department of Industrial Relations as a "public works contractor". Those you fail to register and maintain their status as a public works contractor shall not be permitted to perform work on the project.

10. Should any contractor or subcontractors not be a registered public works contractor and perform work on the project, Contractor agrees to fully indemnify the City for any fines assessed by the California Department of Industrial Relations against the City for such violation, including all staff costs and attorney's fee relating to such fine.

11. This project is subject to compliance monitoring and enforcement by the Department of Industrial Relations.

B. Audit Rights
All records or documents required to be kept pursuant to this Agreement to verify compliance with this Exhibit shall be made available for audit at no cost to City, at any Agreement with Rosendin Electric, Inc.

Rev. 07-01-18

time during regular business hours, upon written request by the City Attorney, City Auditor, City Manager, or a designated representative of any of these officers. Copies of such records or documents shall be provided to City for audit at City Hall when it is practical to do so. Otherwise, unless an alternative is mutually agreed upon, the records or documents shall be made available at Contractor's address indicated for receipt of notices in this Agreement.

C. Enforcement

1. City shall withhold any portion of a payment; including the entire payment amount, until certified payroll forms and related documentation are properly submitted, reviewed and found to be in full compliance. In the event that certified payroll forms do not comply with the requirements of Labor Code Section 1720 et seq., City may continue to hold sufficient funds to cover estimated wages and penalties under the Agreement.

2. Based on State funding sources, this project may be subject to special labor compliance requirements of Proposition 84.

3. The City is not obligated to make any payment due to Contractor until Contractor has performed all of its obligations under these provisions. This provision means that City can withhold all or part of a payment to Contractor until all required documentation is submitted. Any payment by the City despite Contractor's failure to fully perform its obligations under these provisions shall not be deemed to be a waiver of any other term or condition contained in this Agreement or a waiver of the right to withhold payment for any subsequent breach of this Exhibit.

4. City or the California Department of Industrial Relations may impose penalties upon contractors and subcontractors for failure to comply with prevailing wage requirements. These penalties are up to $200 per day per worker for each wage violation identified; $100 per day per worker for failure to provide the required paperwork and documentation requested within a 10-day window; and $25 per day per worker for any overtime violation.

Agreement with Rosendin Electric, Inc.

Rev. 07-01-18

EXHIBIT E

SAMPLE WORK AUTHORIZATION FORM
This work authorization ("Work Authorization") is made pursuant to the Agreement for Service between the City of Santa Clara and Rosendin Electric, Inc. ("Agreement"). This Work Authorization is governed by the provisions of the Agreement and is hereby incorporated into that Agreement by reference. All Services shall be using the terms and rates included in the Agreement. In the event of any inconsistency between the terms and conditions of the Work Authorization and the Agreement, the terms and conditions of the Agreement shall govern and control.

PART A: GENERAL INFORMATION
WORK AUTHORIZATION D Original
NUMBER: D First Revised
Contract No. D Second Revised
D Other
Contractor Name/Address:

Expiration Date of Agreement:

Contractor's Project Manager: Name: Email:

City's Project Manager Name: Email:

Period of Performance for this Start Date: Expected Completion Date:

Work Authorization:

Maximum Compensation of Agreement:

Previously Committed Funds:

Available Funds
Maximum Compensation for this Work Authorization
Remaining Available Funds
Sufficient funds are available in Fund #:
(to be completed by City)
Contractor Representative Name (Print)
Contractor Representative Signature
Contractor Representative Signature Date
City Project Manager Name (Print)
Authorized City Representative Print)
City Representative Signature
City Representative Signature Date
* Authorized City Representatives include Electric Utility Assistant Director, Chief Electric Utility Operating Officer, Chief Electric Utility Officer
Agreement with Rosendin Electric, Inc.

Rev. 07-01-18

PART B: SERVICES TO BE PERFORMED

1. REVISED WORK AUTHORIZATION
□ No
D If yes, provide a brief description of the change(s).

2. SCOPE OF SERVICES TO BE PERFORMED
The Contractor shall perform the service( s) described below in accordance with all of the terms and conditions of the Agreement. (Insert a detailed Scope of Services below or attach as a separate file.) Scope of Services and cost proposal shall meet all of the provisions of Section 8 of Exhibit A and Section 2 of Exhibit B.

Agreement with Rosendin Electric, Inc.

Rev. 07-01-18

3. COMPENSATION
a. Basis of Compensation: D Time & Materials D Fixed Fee b. Reimbursable Expenses:

D No expenses are reimbursable.

D Expenses are separately reimbursable in the maximum amount of:
c. Payment Schedule:

D Monthly D Completion of Deliverable/Milestone D Completion of Services d. Payment Terms. Provide payment terms below or attach as a separate file. *Payment for on-site labor may not be paid in advance. On-site labor shall not be invoiced until completed and Customer will not make payment until certified payroll is approved.

4. LIQUIDATED DAMAGES
D Liquidated Damages do not apply.

D Liquidated Damages apply as follows:

It is mutually agreed by Contractor and City that, in event completion of the Services to be provided by the Contractor under this Agreement is delayed beyond _________ , 20_, City will suffer
damages and will incur other costs and expenses of a nature and amount which is difficult or impractical to determine. The Parties agree that by way of ascertaining and fixing the amount of damages, costs and expenses, and not by way of penalty, Contractor shall pay to City the sum of
______________ dollars($ ____ ~ per day in
liquidated damages to a cap of ____ . Contractor agrees that City may deduct the amount of said unpaid damages from any money due or that may become due to Contractor under this Agreement.

Notwithstanding the foregoing both Parties understand and agree that no liquidated damages shall accrue for delivery delays due to any modification of the Scope of Services, for delays caused by or attributable to the City, for delays caused by or attributable to third parties not under the direct control of Contractor or any force majeure event during the period of service of this Work Authorization.

Agreement with Rosendin Electric, Inc.

Rev. 07-01-18

Such liquidated damages shall be the City's sole and exclusive remedy for Contractor's failure to meet the agreed delivery schedule.

5. ACCEPTANCE CERTIFICATE
D Acceptance Certificate not required.

D Acceptance Certificate required.

Agreement with Rosendin Electric, Inc.

Rev. 07-01-18

City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
25-736 Agenda Date: 2/11/2025

REPORT TO COUNCIL

SUBJECT
Action on Amendment No. 1 to the Service Agreement with Lyngsoe Systems, Inc. for Repair, Maintenance, and Subscription Services for the Automated Materials Handling System at Central Park Library

COUNCIL PILLAR
Deliver and Enhance High Quality Efficient Services and Infrastructure

BACKGROUND
On November 21, 2017, Council approved the execution of the agreement with Lyngsoe Systems, Inc. (Lyngsoe) (Attachment 2) to provide an automated materials handling system (AMHS) for the Central Park Library. The AMHS is a specialized system that automates the sorting and check-in of library materials and includes two self-return kiosks for patrons, a staff-operated induction station for manually inputting items into the system, a conveyor system, and nine automated sorters. The agreement also covered software subscriptions, as-needed equipment repairs, and maintenance services to support the system.

The agreement with Lyngsoe resulted from staff leveraging a competitive Request for Proposals (RFP) process conducted in 2016 by the Sacramento Public Library. This procurement was authorized under Santa Clara City Code Section 2.105.290 (Purchase from public agencies), which has since been amended and renumbered to Section 2.105.270.

The purchase and installation of the AMHS were funded as part of a Capital Improvement Program (CIP) project, and included an agreement for five years of service and maintenance.

The service agreement for the AMHS expired on June 30, 2023. The initial term of the agreement included a one-year warranty term after equipment installation, which was subsequently followed by a five-year maintenance period that ended on June 23, 2024.

DISCUSSION
Staff is seeking City Council authorization to execute Amendment No. 1 to the agreement with Lyngsoe. This amendment will retroactively align the term with the initial warranty and maintenance period and extend the term by an additional five years through June 23, 2029. The purchasing division manager has determined that Lyngsoe is the only vendor that provides maintenance services to the particular AMHS installed in the library. Accordingly, the maintenance and support services for the AMHS is exempt from the procurement solicitation process. This extension will ensure continuity of critical maintenance services and the software subscription required for the operation of the AMHS.

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The proposed amendment will increase the not-to-exceed compensation by $87,515.00 to cover five years of maintenance and support services for a revised not-to-exceed maximum compensation of $412,246.95.

In addition, staff recommends that the City Manager or designee be authorized to negotiate and execute additional amendments if needed to increase the not-to-exceed compensation by $21,878.75 (from $412,246.95 to $434.125.70) to cover any unexpected repairs or services over the revised term. This additional authorization is equivalent to 25% of the five-year maintenance costs of $87,515.00.

ENVIRONMENTAL REVIEW
The action being considered does not constitute a “project” within the meaning of the California Environmental Quality Act (“CEQA”) pursuant to CEQA Guidelines section 15378(b)(5) in that it is a governmental organizational or administrative activity that will not result in direct or indirect changes in the environment.

FISCAL IMPACT
The cost to extend the service agreement for five years is as follows:
· Year 8 (June 24, 2024 - June 23, 2025) $16,370.00
· Year 9 (June 24, 2025 - June 23, 2026) $16,910.00
· Year 10 (June 24, 2026 - June 23, 2027) $17,475.00
· Year 11 (June 24, 2027 - June 23, 2028) $18,070.00
· Year 12 (June 24, 2028 - June 23, 2029) $18,690.00
Total cost for ongoing maintenance for years 8-12 $87,515.00 Funding for this service agreement is included in the Library Department’s General Fund operating budget.

COORDINATION
This report has been coordinated with the Finance Department and City Attorney’s Office.

PUBLIC CONTACT
Public contact was made by posting the Council agenda on the City’s official-notice bulletin board outside City Hall Council Chambers. A complete agenda packet is available on the City’s website and in the City Clerk’s Office at least 72 hours prior to a Regular Meeting and 24 hours prior to a Special Meeting. A hard copy of any agenda report may be requested by contacting the City Clerk’s Office at (408) 615-2220, email [email protected] or at the public information desk at any City of Santa Clara public library.

RECOMMENDATION

1. Authorize the City Manager or designee to execute Amendment No. 1 to the Agreement with Lyngsoe Systems, Inc. for the automated materials handling system at the Central Library, including repair, maintenance and software subscription services, to extend the term through June 23, 2029 and increase the maximum compensation by $87,515.00 for a revised not-to-exceed maximum compensation amount of $412,246.95, subject to the appropriation of funds and the City of Santa Clara Printed on 2/6/2025Page 2 of 3
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25-736 Agenda Date: 2/11/2025
review and approval as to form by the City Attorney.

2. Authorize the City Manager or designee to take any actions as necessary to implement and administer the Agreement with Lyngsoe Systems, Inc. and negotiate and execute amendments to (a) add or delete services consistent with the scope of services and (b) increase the maximum compensation by an additional $21,878.75 for a total aggregate maximum compensation not to exceed $434,125.70 for the extended term, subject to the appropriation of funds, and in a final form approved by the City Attorney.

Reviewed by: Patty Wong, City Librarian
Approved by: Jovan D. Grogan, City Manager

ATTACHMENTS

1. Amendment No. 1 to Original Agreement with Lyngsoe Systems

2. Lyngsoe, Inc. Automated Material Handling System Central Park Library Performance of Services Agreement
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Amendment No. 1 to Agreement/*insert Contractor’s name Page 1 Rev. 10/25/19
Ebix Insurance No. S200003833

AMENDMENT NO. 1

TO THE AGREEMENT FOR SERVICES

BETWEEN THE

CITY OF SANTA CLARA, CALIFORNIA,
AND
LYNGSOE SYSTEMS, INC.

PREAMBLE
This agreement (“Amendment No. 1”) is entered into between the City of Santa Clara, California, a chartered California municipal corporation (City) and Lyngsoe Systems, Inc., a Maryland corporation, (Contractor). City and Contractor may be referred to individually as a “Party” or collectively as the “Parties” or the “Parties to this Agreement.”

RECITALS
A. The Parties previously entered into an agreement entitled “Agreement for the Performance of Services By and Between the City of Santa Clara, California and Lyngsoe Systems, Inc.”, dated November 29, 2017 (Agreement); B. The Parties entered into the Original Agreement for the purpose of having Contractor provide services for an automated material handling system at the Central Park Library, including installation, repair, maintenance, and subscription services, and the Parties now wish to amend the Original Agreement to reinstate the expired agreement, modify the agreement end date, modify the scope of services to be provided by Contractor, and increase compensation by $87,515 for a revised not-to-exceed maximum compensation of $412,246.95, subject to the appropriation of funds.

NOW, THEREFORE, the Parties agree as follows:

AGREEMENT TERMS AND CONDITIONS

1. The termination of the Original Agreement, which terminated on June 23, 2023, is hereby revoked and, except as expressly modified by this Amendment No. 1, the Original Agreement shall be, and hereby is, reinstated in it is entirety and shall be in full force and effect as if the same had never been terminated.

2. That paragraph of Section 5 of the Original Agreement, entitled “TERM OF AGREEMENT” is hereby amended by deleting the existing Section 5 in its entirety and replacing with the following:
“Unless otherwise set forth in this Agreement or unless this paragraph is subsequently modified by a written amendment to this Agreement, the Amendment No. 1 to Agreement/Lyngsoe Systems, Inc. Page 2 Rev. 10/25/2019
term of this Agreement shall begin on the Effective Date of this Agreement and terminate on June 30, 2029.”

3. That Exhibit A of the Original Agreement, entitled “Scope of Services”, is hereby amended to add additional services as set forth in Revised Exhibit A, attached here and incorporated by this reference.

4. That Exhibit B of the Original Agreement, entitled “Schedule of Fees”, is hereby amended to add additional fees as set forth in Revised Exhibit B, attached here and incorporated by this reference.

5. All other terms of the Original Agreement which are not in conflict with the provisions of this Amendment No. 1 shall remain unchanged in full force and effect. In case of a conflict in the terms of the Agreement and this Amendment No. 1, the provisions of this Amendment No. 1 shall control.

6. This Agreement may be executed in counterparts, each of which shall be deemed to be an original, but both of which shall constitute one and the same instrument.

SIGNATURES ON NEXT PAGE

The Parties acknowledge and accept the terms and conditions of this Amendment No. 1 as evidenced by the following signatures of their duly authorized representatives.

Amendment No. 1 to Agreement/Lyngsoe Systems, Inc. Page 3 Rev. 10/25/2019

CITY OF SANTA CLARA, CALIFORNIA
a chartered California municipal corporation

Approved as to Form: Dated:

GLEN R. GOOGINS
City Attorney

JŌVAN D. GROGAN
City Manager
City of Santa Clara
1500 Warburton Avenue
Santa Clara, CA 95050
Telephone: (408) 615-2210
Fax: (408) 241-6771
“CITY”

LYNGSOE SYSTEMS, INC.
a Maryland corporation

Dated:

By (Signature):

Name: Cory McCoy
Title: President
Principal Place of
Business Address:
1664 Bowmans Farm Road, Suite 109
Fredrick, MD 21701
Email Address: [email protected]
Telephone: (240) 674-8443
Fax: (301) 360-0911
“CONTRACTOR”

Amendment No. 1 to Agreement/Lyngsoe Systems, Inc./Revised Exhibit A-Scope of Services Page 1 Rev. 10/25/19

AGREEMENT FOR THE PERFORMANCE OF SERVICES

BY AND BETWEEN

CITY OF SANTA CLARA, CALIFORNIA
AND
LYNGSOE SYSTEMS, INC.

REVISED EXHIBIT A

SCOPE OF SERVICES

The following section is hereby added to the scope of services:

1. EQUIPMENT
The table below is the list of current equipment covered under this Agreement:

SITE EQUIPMENT DESCRIPTION QTY
Central Park Branch Library
2635 Homestead Road,
Santa Clara, CA 95051
LibraryMate 1200 1
Library Mate 2100 1
ES1200 Staff Induction 1
Conveyance 1
Manual Locking Bookdrop 1
SortMate Sorter 9

2. LYNGSOE SYSTEMS HOTLINE

2.1. Hotline services shall be used in the event the City needs assistance from a Lyngsoe Systems Engineer. A report will be sent to the City for any call that is made to the hotline.

2.2. The hotline is available 24 hours a day.

2.3. A hotline engineer will begin troubleshooting the system and providing City support within 30 minutes of the receipt of the call. Communication shall be done via telephone and VPN connection.

2.4. Hotline is not available on the following dates, unless other arrangements are made:

2.4.1. December 24th

2.4.2. December 25th

2.4.3. December 31st

2.4.4. January 1st

3. PARTS TO SITE
Amendment No. 1 to Agreement/Lyngsoe Systems, Inc/Revised Exhibit A-Scope of Services. Page 2 Rev. 10/25/2019
In the event where a system part, which is not in the spare parts kit, is needed and the City is covered by the extended parts warranty the following process shall apply:

3.1. Man-On-Site

3.1.1. If a problem cannot be solved remotely Contractor shall send a technician to the City site within in the time agreed to between City and Contractor.

3.1.2. System shall be made available to the technician.

3.2. Dispatching a Technician

3.2.1. A Man-On-Site request that is made during normal business hours (8:00 am – 4:30 pm, Monday through Friday EST), the technician will leave for the City site immediately. If the request is outside normal business hours a technician will leave for the City site before noon the following weekday.

4. MAINTENANCE SERVICES

4.1. Service visits include the following tasks:

4.1.1. Inspection and health check

4.1.2. Adjustment of parts

4.1.3. Replacement of wearing parts

4.1.4. System optimization

4.1.5. Check of controls system

4.1.6. Review of spare parts inventory

4.2. Contractor will provide one scheduled preventative maintenance visit a year.

Contractor and City shall mutually agree on the date and time of visit.

4.3. City shall have one staff member available during the entire service visit for knowledge transfer and education.

4.4. City shall maintain spare parts onsite.

4.5. After the service visit Contractor shall email a service visit report to the designated City contact.

5. SPARE PARTS SERVICES

5.1. City shall maintain spare parts onsite.

5.2. Spart Parts Stock: Contractor will work with City staff to determine the appropriate parts that shall be kept onsite.

5.3. Extended Parts Warranty

5.3.1. If at any time during the initial or extended warranty period a part should fail and it is not part of the supplied spare parts package Contractor will ship a part to site as soon as possible. This will be done on mutual agreement that the failed part will be shipped back to Contractor as Amendment No. 1 to Agreement/Lyngsoe Systems, Inc/Revised Exhibit A-Scope of Services. Page 3 Rev. 10/25/2019
soon as the new one is installed with a completed Returned Goods Form (Appendix 1). Failure to ship back the failed part will result in Contractor invoicing the City for the new part.

5.3.2. If Contractor requests the failed part to not be shipped back no charges will be incurred by the City.

Amendment No. 1 to Agreement/Lyngsoe Systems, Inc/Revised Exhibit A-Scope of Services. Page 4 Rev. 10/25/2019
APPENDIX 1 TO REVISED EXHIBIT A

RETURNED GOODS FORM

Goods returned by: Customer Lyngsoe Other

Site name: Project number:

Address:

Goods are returned
because of:

Claim – flaw on goods Warranty
Repair/replacement of the goods
Other
State reason for return:
(State serial no., model and
error code if such shows)

Lyngsoe part number:

Part Name:

Serial number:

Date of failure:

Date of shipment:

Shipping information:

Please send this form via email to:

[email protected]

A COPY OF THIS FORM MUST ALSO BE ATTACHED TO
THE GOODS.

Please send parts to:

Laura Corbin
Lyngsoe Systems Inc.
1664 Bowmans Farm Road Suite 109
Frederick, MD 21703
□ □ □
I I
□ □
□
□
Amendment No. 1 to Agreement/Lyngsoe Systems, Inc./Revised Exhibit B-Fee Schedule Page 1 Rev. 10/25/19

AGREEMENT FOR THE PERFORMANCE OF SERVICES

BY AND BETWEEN THE

CITY OF SANTA CLARA, CALIFORNIA
AND
LYNGSOE SYSTEMS, INC.

REVISED EXHIBIT B

FEE SCHEDULE

.

1. MAXIMUM COMPENSATION

1.1. The maximum compensation payable for all services provided under this Agreement shall not exceed Four Hundred Twelve Thousand Two Hundred Forty-Six Dollars and Ninety-Five Cents ($412,246.95), subject to budget appropriations. Any additional services or materials requested by the city that would exceed the preceding maximum amount will be addressed in an Amendment to the Agreement.

1.2. The compensation amount is specified below:

DESCRIPTION AMOUNT
Years One - Seven (November 29, 2017 - June 23, 2024)
Equipment, Installation and Commissioning $270,597.95
Five Year Maintenance Services $54,134.00

TOTAL NOT-TO-EXCEED COMPENSATION FOR
YEARS ONE - SEVEN $324,731.95
Amendment No. 1 - Years Eight - Twelve (June 24, 2024 - June 23, 2029)
Hotline Service, Maintenance, Extended Parts Warranty $87,515.00

REVISED TOTAL NOT-TO-EXCEED MAXIMUM
COMPENSATION $412,246.95

2. FEES

2.1. The City will pay the Contractor the following fees:

DESCRIPTION AMOUNT
Equipment, Installation and Commissioning
Sortation System - Interior /Exterior System - 1 Exterior Patron Return, Staff Induction, and 16 Sort Destinations (Lyngsoe DWg:

B25561-000-3-1) Includes Installation and Commissioning $222,255.00
Sort Bins (16) - Standard Ergo Trolleys $19,200.00
Amendment No. 1 to Agreement/Lyngsoe Systems, Inc/Revised Exhibit B-Fee Schedule Page 2 Rev. 10/25/2019
Interlocked Locking Bookdrop (1) - Integration to LibraryMate $6,800.00 Subtotal of Equipment, Installation, and Commissioning $248,255.00 Estimated Tax $22,342.95
Total of Equipment, Installation, and Commissioning $270,597.95 Maintenance Services
5-Year Service Plan $54,134.00
TOTAL YEARS ONE - SEVEN $324,731.95

DESCRIPTION AMOUNT
Year 8 (June 24, 2024 - June 23, 2025) $16,370.00
Year 9 (June 24, 2025 - June 23, 2026) $16,910.00
Year 10 (June 24, 2026 - June 23, 2027) $17,475.00
Year 11 (June 24, 2027 - June 23, 2028) $18,070.00
Year 12 (June 24, 2028 - June 23, 2029) $18,690.00

TOTAL FOR ONGOING MAINTENANCE SERVICES FOR YEARS
EIGHT - TWELVE $87,515.00
REVISED NOT-TO-EXCEED TOTAL MAXIMUM COMPENSATION $412,246.95

2.2. Should services be required outside of maintenance services the City shall pay Contractor based on the below hourly rates:

Hourly Rate
Description
Normal
Business
Hours
Outside of
Normal
Business
Hours
Holiday
Hours
Service Engineer $220 $330 $330
Software Engineer $310 $460 $460

3. INVOICE REQUIREMENTS

3.1. Contractor shall provide an invoice to the City sixty (60) days prior to the next renewal year of maintenance services.

3.2. For as-needed services, Contractor shall provide an invoice to the City for the previous month’s services. The invoice must include the following, at a minimum:

3.2.1. Date of service

3.2.2. Description of service provided

3.2.3. Contractor’s staff title providing service, hourly rate and number of hours

3.2.4. Part description, cost and quantity.

Amendment No. 1 to Agreement/Lyngsoe Systems, Inc/Revised Exhibit B-Fee Schedule Page 3 Rev. 10/25/2019

3.3. The City will pay Contractor within 30 days of an approved invoice.

City of
Santa Clara
The Center or Wllat's Possible
Date:

To:

From:

November 21 , 2017
City Manager for Council Action
City Librarian
AGENDA ITEM#: I d'-. 8 4

AGENDA REPORT
Subject: Approval of Agreement for the Performance of Services with Lyngsoe , Inc. for an Automated Material Handling System at the Central Park Library

EXECUTIVE SUMMARY
The Central Park Library opened its doors to Santa Clara patrons over thirteen years ago, and continues to foster community engagement and provide educational , recreational and information resources to meet the needs of a diverse population. The library operates seven days a week, providing services to approximately 884,000 residents and visitors each year, and checking out

2.7 million items annually.

Due to heavy usage over the last thirteen years, the current material check-in and sorting machine (Automated Material Handler System, "AMH") has required a significant amount of library staff and building maintenance resources to keep the current machine functioning and to support the manual processes and work-arounds needed during equipment downtime. Replacing and upgrading the equipment and its supporting software is a necessity for the function , safety and efficiency of the library. The replacement of the AMH was recommended and funds were appropriated to support this project in the Library Department's 2017-18 Capital Improvement Project budget, Automated Material Check-in and Sorting Machine Project.

Staff contacted three vendors to evaluate the options for replacing the AMH with a new, more efficient and safer machine. Of the three vendors, Lyngsoe Systems, Inc. offered a system that aligned best with the library's requirements. Per Santa Clara City Code , Section 2.105.290(b)(3), the Library Department is using Sacramento Public Library's competitively bidded and awarded contract from their 2016 formal bidding process for the purchase of an automated material handler from Lyngsoe Systems , Inc. The Sacramento Public Library's project was similar in scope and size to the Central Park Library's needs and the agency allows other public agencies to utilize their RFP.

The library anticipates the useful lifespan of the AMH to be fifteen years. To keep the system maintained in good operating condition and to minimize any downtime , the recommended agreement includes five years of service maintenance, with a sizeable discount for pre-payment.

Staff recommends an agreement with Lyngsoe Systems, Inc. for the purchase, installation, and five-year service maintenance for an Automated Material Handler System, in an amount not to exceed $324,731.95.

Subject: Approval of Agreement with Lyngsoe

A copy of the Agreement can be viewed on the City's website and is available in the City Clerk's Office for review during normal business hours.

ADVANTAGES AND DISADVANTAGES OF ISSUE
Approval of the agreement with Lyngsoe Systems , Inc. will provide the Central Park Library with an Automated Material Handle r System that will improve staff efficiency and safety , and replace legacy equipment that is at the end of its useful life. There are no known disadvantages.

ECONOMIC/FISCAL IMPACT
The agreement with Lyngsoe Systems, Inc. is $324,731.95 for the purchase, installation, and five­ year service maintenance agreement for an Automated Material Handling System at the Central Park Library . Sufficient funds are available in the Automated Material Check-in and Sorting Machine Project (537-1221-S0XXX-5048) .

RECOMMENDATION
That the Council approve , and authorize the City Manager to execute , an Agreement for the Performance of Services with Lyngsoe Systems , Inc., in an amount not to exceed $324 ,731.95, for the purchase, installation , and five-year service maintenance agreement for an Automated Material Handling System at the Central Park Library .

Ce · · · .. f Funds:
~eJ 24 731.95
City Librarian
APPROVED:
~na ~~
Acting Director of Finance
City Manager
Documents Related to this Report:
1) Agreement with Lyngsoe Systems, Inc.
/:\Agenda Reports\Agenda Reports 2017-2018\11-21-17 Lyngsoe agreement.doc 'COUNCIL AND AUTHORITIES

AGENDA MATERIAL ROUTE SHEET
Council Date: 11-21 -17
SUBJECT : Approval of Agreement for the Performance of Services with Lyngsoe, Inc. for an Automated Material Handling System at the Central Park Library PUBLICATION REQUIRED:

The attached Notice/Resolution/Ordinance is to be published ___ time(s) at least ___ days before the scheduled meeting/public hearing/bid opening/etc. , which is scheduled for __ _ AUTHORITY SOURCE FOR PUBLICATION REQUIREMENT:

Federal Codes: California Codes :

Code ___ § __ _ Title ___ U.S.C. § __ _
(Titles run 1 through 50) (i.e., Government, Street and Highway, Public Resources) Federa l Regulations: California Regulations:

Title ___ C.F.R. § __
(Titles run 1 through 50)
Title ___ California Code of Regulations § __ _
(Titles run 1 through 28)
City Regulations:

City Charter§__ City Code§ __
(i.e., 1310. Public Works Contracts. Notice published at least once at least ten days before bid opening) Reviewed and approved:

1. As to City Functions, by

2. Reviewed by

17.1806

3. As to Environmental Impact Requirements , by Not Applicable Director of Community Development

4. As to Substance , by
* Agenda Material Roule Sheet required for all agreements, contracts, resolutions, ordinances, notices requiring publication, master plan reports and grant applications C:\(S)Drive\AgendaReportProcessing\Fom1sAndlnformation\WhlteRouteSheetForAgendaMaterial.doc Rev. Date 01-18-17 EBIX Insurance No. S200003833
AGREE.MENT FOR THE PERFORMANCE OF SERVICES

BY AND BETWEEN THE

CITY OF SANTA CLARA, CALIFORNIA,
AND
LYNGSOE SYSTEMS, INC.

PREAMBLE
This agreement for the performance of services ("Agreement") is by and between Lyngsoe Systems, Inc., a Mary land corporation, with its principal place of business located at 7450 New Technology Way, Suite B, Frederick, MD 21703 ("Contractor"), and the City of Santa Clara, California, a chattered California municipal corporation with its primary business address at 1500 Warbutton Avenue, Santa Clara, California 95050 ("City"). City and Contractor may be referred to individually as a "Party" or collectively as the "Parties" or the "Patties to this Agreement."

RECITALS
A. City desires to secure professional services more fully described. in this Agreement, at Exhjbit A, entitled "Scope of Services"; and
B. Contractor represents that it, and its subcontractors, if any, have the professional qualifications, expertise, necessary licenses and desire to provide certain goods and/or required services of the quality and type whlch meet objectives and requirements of City; and,
C. The Parties have specified herein the tenns and conditions under which such services will be provid ed and paid for.

The Parties agree as follows:

AGREEMENT PROVISIONS

1. EMPLOYMENT OF CONTRACTOR.

City hereby employs Contractor to perform services set forth in this Agreement. To accomp lish that end, City may assign a Project Manager to personally direct the Services to be provided by Contractor and will notify Contracto r in writing of City's choice. City shall pay for all such mateti als and services provided whlch are consistent with the terms . of this Agreement.

2. SERVICES TO BE PROVIDED.

Except as specified in this Agreement , Contractor shall furnish all technical and professional services, including labor, matetial, equipment, transpmtation , supervision and expettise (collectively refened to as "Serv ices") to satisfactorily complete the work required by City at his/her own risk and expense. Services to be provided to City are Agreement for the Performance ofServices/Lyngsoe Systems, Inc.

Rev. 06/22/ 17
Page I of 10
more fully described in Exhibit A entitled "SCOPE OF SERVICES." All of the exhibits referenced in this Agreement are attached and are incorporated by this reference.

3. ·COMMENCEMENT AND COMPLETION OF SERVICES.

A. Contracto r shall begin providing the services under the requirements of this Agreement upon receipt of written Notice to Proceed from City. Such notice shall be deemed to have occurred three (3) calendar days after it has been deposited in the regular United States mail. Contractor shall complete the Services within the time limits set forth in the Scope of Services or as mutually determi ned in writing by the Parties.
"B. When City determines that Contractor has satisfacto rily completed the Services, City shall give Contractor written N otice of Final Acceptance. Upon receipt of such notice, Contractor shall not incur any further costs under this Agreement.

Contracto r may request this determination of completion be made when, in its opinion, the Services have been satisfactor ily completed. If so requested by the contractor, City shall make this determination within fourteen ( 14) days of its receipt of such request.

4. QUALIFICATIONS OF CONTRACTOR - STANDARD OF WORKMANSHIP.

Contractor represents and maintains that it has the necessary expe1tise in the professional calling necessary to perform services, and its duties and obligations , expressed and implied, contained herein, and City expressly relies upon Contrac tor's representations regarding its skills and knowledge. Contracto r sha11 perform such services and duties in confonna nce to and consistent with the professio nal standards of a specialist in the same discipline in the State of California .
-The plans, designs , spec ifications, estimates, calculations, reports and other documents furnished under Exhibit A shall be of a quality acceptable to City. The criteria for acceptance of the work provided under this Agreement shall be a product of neat appeara nce, well organized, that is techn ically and grammatica lly correct, checked and having the maker and checker identified . The minimum standard of appearance, organizat ion and contenl of the drawings shall be that used by City for similar projects.

5. TERM OF AGREEMENT.

Unless otherwise set forth in this Agreeme nt or unless this paragraph is subsequen tly modified by a writte n amendment to this Agreement, the term of this Agreement shall begin on the Effect ive Date of this Agreement and terminate on June 30, 2023.

6. MONITORING OF SERVICES.

City may mon itor the Services performed under this Agreeme nt to determine whether Contractor's operation confo1ms to City policy and to the te1ms of this Agreement. City may also monitor the Services to be performed to detenni ne whether financ ial operations are conducted in accord with applicab le City, county, state, and federal requiJ:ements. If Agreement for the Performance of Services/Lyngsoe Systems, Inc.

Rev . 06/22/17

any action of Contractor constitutes a breach, City may terminate this Agreement pursuant to the provisions described herein.

7. WARRANTY.

Contractor expressly warrants that all materials and services covered by this Agreement shall be fit for the purpos e intended, shall be free from defect , and shall confotm to the specifications, requ irements, and instructions upon which this Agreement is based.

Contractor agrees to promptly replace or correct any incomplete , inaccurate, or defective Services at no fu1ther cost to City when defects are due to the negligence, errors or omissions of Contractor. If Contractor fails to promptly c01Tect or replace materials or services , City may make conections or replace materia ls or services and charge Contractor for the cost incurred by City .

8. PERFORMANCE OF SERVICES.

Contractor shall perform all requested serv ices in an efficient and expeditious manner and .shall work closely with and be guided by City. Contracto r shall be as fully respon sib le to City for the acts and omissions of its subcontractors, and of persons either directly or indirec tly employed by them, as Contractor is for the acts and omissions of persons directly employed by it. Contractor will perform all Services in a safe manner and in accordance with all federal, state and local operation and safety regulations.

9. BUSINESS TAX LICENSE REQUIRED.

Contractor must comp ly with Santa Clara City Code section 3.40.060, as that sect ion may -be amended from time to time or renumbered, which requires that any person who transacts or carries on any business in the City of Santa Clara pay business license tax to the City. A business tax cert ificate may be obtained by completing the Business Tax Affidavit Form and paying the appl icable fee at the Santa Clara City Hall Municipal Services D ivision.

10. RESPONSIBILITY OF CONTRACTOR.

Contractor shall be responsib le for the professional quality, technical accw·acy and ·coordination of the Services furnished by it under this Agreement. Neither City's review , acceptance, nor payments for any of the Services required under this Agreement shall be construed to operate as a waiver of any rights under thi s Agreement or of any cause of action arising out of the performance of this Agreement and Contractor shall be and remain liab le to City in accordance with app licable law for all damages to City caused by Contractor negligent performance of any of the Services fhmishecl under this Agreement.

Any acceptance by City of plans, specifications, construction contract documents , reports , diagrams, maps and othe r material prepared by Contractor shall not in any respect absolve Contractor from the responsibility Contractor has in accordance with customa ry standards of good professional practice in compliance with applicable federal, state, county , and/or muni cipal laws, ordinance s, regulations , rules and orders.

Agreement for the Performance of Scrvices/Lyngsoe Systems, Inc.

Rev. 06/22 /17

11. COMPENSATION AND PAYMENT.

In consideration for Contractor's complete pe1formance of Services, City shall pay Contractor for all materials provided and services rendered by Contractor at the rate per hour for labor and cost per unit for materials as outlined in Exhibit B, entitled "SCHEDULE OF FEES."
Contractor will bill City on a monthly basis for Services provided by Contractor during the preced ing month, subject to verification by City. City will pay Contractor within thirty (30) days of City's receipt of invoice.

12. TERMINATION OF AGREEMENT.

Either Pa1ty may terminate this Agreement without cause by giving the other Party wri tten notice ("Notice of Termination") which clearly expresses that Party's intent to terminate the Agreement. Notice of Termination shall become effect ive no less than thirty (30) calendar days after a Partyrnce ives such notice. After either Pariy terminates the Agreement, Contractor shall discont inue fmiher services as of the effective date of termination, and City shall pay Contractor for all Services satisfactorily performed up to such date.

13. NO ASSIGNMENT OR SUBCONTRACTING OF AGREEMENT.
-City and Contractor bind themselves, the ir successors and assigns to all covenants ofthis Agreement. This Agreement shall not be assigned or transferred without the prior written approval of City . Contractor shall not hire subcontractors witho ut express written permission from City.

14. NO THIRD PARTY BENEFICIARY.

This Agreement shall not be construed to be an agreement for the benefit of any third party or parties and no third party or parties shall have any claim or right of action under th is Agreement for any cause whatsoever .

15. INDEPENDENT CONTRACTOR.

Contractor and all person(s) employed by or contracted with Contractor to furnish labor and/or materials under this Agreement are independent contractors and do not act as agent(s) or employee(s) of City. Contractor has full rights, however, to manage its employees in the ir performa nce of Serv ices under this Agreeme nt. Contractor is not authorized to bind City to any contracts or other obligations.

16. NO PLEDGING OF CITY'S CREDIT.

Under no circumstances shall Contracto r have the autho rity or power to pledge the credit of City or incur any obligatio n in the name of C ity. Contractor shall save and hold harmless the City, its City Council , its officers, employees, boards and commissio ns for expenses arising out of any unauthorized pledges of City's credit by Contractor under this Agreement.

Agreement for the Pe1fonnance of Services/Lyngsoe Systems, Inc.

Rev. 06/22/17

17. CONFIDENTIALITY OF MATERIAL.

All ideas, memoranda, specifications, plans, manufacturing procedures, data, drawings, descriptions, documents, discussions or other information developed or received by or for Contractor and all other written information submitted to Contractor in connection with the performance of this Agreement shall be held confidential by Contractor and shall not, without the prior written consent of City, be used for any purposes other than the performance of the Services nor be disclosed to an entity not connected with performance of the Services. Nothing furnished to Contractor which is otherwise known to Contractor or becomes generally known to the related indust ry shall be deemed confidential.

18. USE OF CITY NAME OR EMBLEM.

Contractor shall not use City's name, insignia, or emblem, or distribute any information related to services under this Agreement in any magazine, trade paper, newspaper or other medium without express written consent of City.

19. OWNERSHIP OF MATERIAL.

All mater ial, including information developed on computer(s), which shall include, but not be limited to, data, sketches, trac ings, drawings , plans, diagrams, quantities, estimates, specifications, proposals, tests, maps, calculations, photographs, rep01ts and other material developed, collected, prepared or caused to be prepared under this Agreement shall be the property of City but Contractor may retain and use copies thereof.

City shall not be limited in any way or at any time in its use of said material. However, Contractor sha11 not be responsible for damages resulting from the use of said material for work other than Project, including, but not limited to, the release of this material to third parties.

20. RIGHT OF CITY TO INSPECT RECORDS OF CONTRACTOR.

City, tlu·ough its authorized employees, representatives or agents shall have the right during the term of this Agreement and for three (3) years from the date of fina l payment for goods or services provided under this Agreement, to audit the books and records of Contractor for the purpose of vefrfying any and all charges made by Contractor in connection with Contractor compensat ion under this Agreement, including termination of Contractor. Contractor agrees to maintain sufficient books and records in accordance with generally accepted accountiog principles to establish the correctness of all charges submitted to City. Any expenses not so recorded shall be disallowed by City.

Contractor shall submit to City any and all repor ts concern ing its performance under this Agreement that may be requested by City in writing. Contractor agrees to assist City in meeting City 's reporting requirements to the State and other agencies with respect to Contractor's Services hereunder.

Agreement for the Performance of Services/Lyngsoe Systems, Inc.

Rev. 06/22/17

21. CORRECTION OF SERVICES.

Contractor agrees to conect any incomplete, inaccurate or defective Services at no ftuther costs to City, when such defects are due to the negligence, errors or omissions of Contractor.

22. FAIR EMPLOYMENT.

Contractor shall not discriminate against any employee or applicant for employment because of race, color, creed, national origin, gender, sexua l orientat ion, age, disability, religion, ethnic background, or marital status , in violation of state or federal law.

23. HOLD HA.Rl\!ILESS/INDEMNIFICATION.

To the extent permitted by law, Contractor agrees to protect , defend, hold harmless and indemnify City, its City Counci l, commiss ions, officers, employees , volunteers and agents from and against any claim, injury, liability, loss, cost, and/or expense or damage, including all costs and reasonable attorney's fees in providing a defense to any claim arising therefrom, for which City shall become liable arising from Contractor's negligent, reckless or wrongful acts, errors, or omissions with respect to or in any way connected with the Services performed by Contmctor pursuant to this Agreement.

24. INSURANCE REQUIREl\lIENTS.

During the term of this Agreement, and for any time period set fo1th in Exhibit C, Contractor shall provide and maintain in full force and effect, at no cost to City insurance policies with respect to employees and veh icles assigned to the Perfo1mance of Services under this Agreement with coverage amounts , required endorsements, ce1tificates of insurance, and coverage verifications as defined in Exhibit C.

25. AMENDMENTS.

This Agreement may be amended only with the written consent of both Parties.

26. INTEGRATED DOCUMENT.

Th is Agreement represents the entire agreement between City and Contractor. No other understanding, agreements, conversations, or otherwise, with any representative of City prior to execution of this Agreement shall affect or modify any of the terms or obligations of this Agreement. Any verbal agreement shall be considered unofficial information and is not binding upon City.

27. SEVERABILITY CLAUSE.

In case any one or more of the provisions in this Agreeme nt shall, for any reason, be held invalid, illegal or unenforceable in any respect, it shall not affect the validity of tbe other provisions, which shall remain in full force and effect.

Agreement for the Performance ofServices/Lyngsoe Systems, Inc.

Rev. 06/22/ 17

28. WAIVER.

Contractor agrees that waiver by City of any one or more of the conditions of performance under this Agreement shall not be construed as waiver(s) of any other condition of perfonna nce under this Agreement.

29. NOTICES.

All notices to the Patties shall, unless otherwise requested in writing , be sent to City addressed as follows:

City of Santa Clara
Attention: Central Park Library
1500 Warburton Avenue
Santa Clara, Califomia 95050
or by facsim ile at (408) 247-9657
And to Contractor addressed as follows:

Name:

Address:

Jason Downs
7450 New Techno logy Way, Suite B
Frederick , MD 21703
or by facsimile at (301) 360-0911
If notice is sent via facsim.i le, a signed, hard copy of the materia l shall also be mailed.

The workday the facsimi le was sent shall control the date notice was deemed given if there is a facsimile machine generated document on the date of transm ission . A facsimile transmitted after 1 :00 p.m. on a Friday shall be deemed to have been transmitted on the followi ng Monday .

30. CAPTIONS.

The captions of the various sections, paragraphs and subparagraphs of this Agreement are for convenience only and shall not be considere d or referred to in resolving quest ions of interpretation.

31. LAW GOVERNING CONTRACT AND VENUE .

This Agreement shall be governed and construed in accordance with the statutes and laws of the State of California. The venue of any suit filed by either Patty shall be vested in the state comts of the County of Santa Clara, or if appropriate, in the United States District Court, No1thern District of California , San Jose, Cal ifornia.

32. DISPUTE RESOLUTION.

A. Unless otherw ise mutually agreed to by the Patties, any controvers ies between Contractor and City regarding the construction or app lication of this Agreement , and claims arising out of this Agreement or its breach, shall be submi tted to mediation with in thitty (30) days of the written request of one Patty· after the service of that request on the other Party.

Agreement for the Performance of Services/Lyngsoe Systems, Tnc.

Rev. 06/22/ 17

B. The Pa1ties may agree on one mediator. If they cannot agree on one mediator , the Party demanding mediation shall request the Superior Court of Santa Clara County to appoint a mediato r. The mediation meeting shall not exceed one day (eight (8) hours). The Parties may agree to extend the time allowed for mediation under this Agreement.

C. The costs of mediation shall be borne by the Parties equa lly.

D. For any contract dispute , mediation under this section is a condition precedent to filing an action in any court. In the event of mediation which arises out of any dispute related to this Agreement , the Parties shall each pay their respective attorney 's fees, expert witness costs and cost of suit through mediation only. If mediation does not resolve the dispute, the Parties agree that the matter shall be litigated in a cou1t of law, and not subject to the arbitration pro visions of the Public Contracts Code.

33. COMPLIANCE WITH ETHICAL STANDARDS.

Contractor shall:

A. Read ExhibitD, entitled "ETHICAL STANDARDS FOR CONTRACTORS

SEEKJNG TO ENTER INTO AN AGREEMENT WITH THE CITY OF SANT A CLARA, CALJFORNLA"; and,
B. Execute Exhibit E, entitled "AFFIDAVIT OF COMPLIA NCE WITH ETHICAL STANDARDS."

34. AFFORDABLE CARE ACT OBLIGATIONS
To the extent Contractor is obligated to provide health insurance coverage to its employees pmsua nt to the Affordab le Care Act ("Act") and/or any other similar federal or state law, Contractor warrants that it is meeting its obligat ions under the Act and will fully indemnify and hold harmless City for any penalties , fines , adverse rulings, or tax payments associated with Contractor's responsibilities under the Act.

35. RESERVED.

Agreement for the Performance ofServices/Lyngsoe Systems, Tnc.

Rev. 06/22/17

36. CONFLICT OF INTERESTS.

This Agreement does not prevent either Paity from entering into similar agreement<; with other paities. To preven t a conflict of interest, Contractor certifies that to the best of its knowledge, no City officer, employee or autho rized representative has any tinancial interest in the business of Contractor and that no person associated with Contractor has any interest, direct or indirect, which could conflict with the faithful pe1formance of this Agreement. Contractor is familiar with the provisions of California Government Code ·section 87100 and following, and certifies that it does not know of any facts which wou ld violate these code provisions. Contractor will advise City if a conflict arises.

37. PREVAILING WAGES.

37.1. Labor Code Compliance. Contracto r must conform to the provisions of Labor Code sections l 720 through 1815, and all applicable provisions of California Code of Regulations found in Title 8, Chapter 8, Subchapter 3, Articles 1-7.

Contracto r agrees to include prevai ling wage requirements in its contracts for the Project.

37.2. Requirements in Subcontracts. Contractor shall require its contractors to include prevailing wage requirements in all subcont racts funded by this Agreement.

Subcontracts shall include all prevailing wage requirements set forth in Contractor 's contracts.

38. PROGRESS SCHEDULE.

The Progress Schedule will be as set forth in the attached Exhibit F, entitled ''MILEST ONE SCHEDULE" if applicable.

This Agreement may be executed in counterparts, each of which shall be deemed to be an original, but both of which shall constitute one and the same instrument; and, the Parties agree that signatures on this Agreement, including those transmitted by facsimile, shall be sufficie nt to bind the Parties.

The Patties acknow ledge and accept the terms and cond itions of this Agreement as evidenced by the following signatures of their duly authorized representatives. The Effective Date is the date that the final signatory executes the Agree ment. It is the intent of the Pru.ties that this Agreement shall become operative on the Effective Date.

Agreement for the Performance of Services/Lyngsoe Systems, lnc.

Rev. 06/22/17

11/28/2011 4: 50 PH FROM: Fax Neil Gillett TO: 14 082479657 PAGE: 002 OF 003 APPRQVED·AS .TO. FORM.:
:ci'tY-oF SANT A; ttARA,-tM,IFOR.t"l'iA
'a 'charfered ·Califoriif a mun'ici_pa1 c6rporffti01i
Dated . . 11\V'\l!J
ft,:B ·. .po L -
Jnterhn· City-·Attofoey ~~ ·City Mai:mger
61 .l50'Q \7.{atburto0,.Aven~e
:s·anfa Clara, C.A-95050
Tdepb:oue; ·( 40'8.)_-6l.5-22tO
:Fax; (408) 241-6771
LYNGSOE S'.YS'.i'EM..~;rnc,
.a MarY.latid 'c'o~p-ot'atioil
'NanH:: :cq1y McCoy
·fjtl~, 'I>-re.sid:er,t_~
.Loc:a:l Ad,dtes~: _ '7450 New technblogyvVay, Su:i:~e B­ .Erede:ri.ck, MD 21-703.
-E111ail Addi:e~s: .. '(;LM@lyngsoesyS:tems.com
Telephone-: ;(.240 } 614~8443
F~x: . :c3<H) .360:091:i
. '·CcMt.R:At:tb.R"
A,:greei~e.rit fo( ·th<t Pi:ff6ltn~11i::e ofSer\ii_cesA.yngsoe-Syst~iris., lnc.

Rev-. 06/2211'7

AGREEMENT FOR THE PERFORMANCE OF SERVICES

BY AND BETWEEN THE

CITY OF SANT A CLARA , CALIFORNIA,
AND
L YNGSOE SYSTEMS, INC.

EXHIBIT A

SCOPE OF SERVICES
The Serv ices to be perfonned for the City by the Contractor under this Agreement are more fully described in the Contractor ' s proposal entitled, "Automated Material Handling System Proposal for Santa Clara City Central Park Branch, Proposal o. B25561-000, 185.097.006 " dated October 23, 2017, which is attached to this ExJ1ibit A.

Agreement with Lyngsoe Systems, Inc./Scope of Services/Exhibit A Rev. 06/22/17

■
■■ Lyngsoe
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erevMinq logistics
Automated Material Handling System Proposal
/01·
Lyngsoe Systems Inc.
7450 New Technology Way, Suite 8
Frederick, MD 21703, USA
Santa Clara City
Central Park Branch
Tel. +1 646-693-8850
[email protected]
www.lyngsoesystems .com
Propo sal No. B25561-000
185.097.006
Octobe r 23, 2017
Jason Downs
Account Manager
805.490.2944
[email protected]
October 23, 2017
Paul Sims
Santa. Clara City Library
2635 Homestead Rd.

Santa Clara, CA 95051
■ !! I!! Lyngsoe
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elevating logistics
Ref: Lyngsoe Systems Proposa l 185.097.006 (Santa Clara City Public Libra ry Pricing) Dear Iv1r. Sims,
Thank you for your request for pricing for the Lyngsoe Systems SortMateTM branch sorting system. We are pleased to provide you with configurations and pricing for the Santa Clara City Public Library Cent ral Park Branch.

We sincerely believe that the AMH system we are proposing for the Santa Clara City Publ ic Library will provide you with the highest quality, most reliable proven techno logy available.

We appreciate this opportunity to submit our proposal for your consideration and look forwa rd to teaming up with your library in the very near future
Jason Downs
Account Manager
805.490.2944
Lyngsoe Systems
7450 New Techno logy Way
Frederick, MD 21703
www .lyngsoelibrary.c om
October 23, 2017
185.097.0()6
,,
/: I I ~ ( w-1:)/rfa, :

Neil Gillott
Sr. Bids and Contracts Manager
240.674.8441
Fax- 301.360.0911

Cory McCoy
President
240.674.8443
Proposal No. B25561-000
Santa Clara City Library
Central Park Branch
"Use or disclosure of proposal data Is subject to the reslriction(s) on the confidentiality page of this proposal." ■ 11111 Lyngsoe
■■ Systems
elevating logistics-
This proposal includes a complete solution addressing goals Santa Clara City would like to accomplish with this project. The Lyngsoe AMFI will help alleviate the existing time-consuming process of material processing and provide significant productivity gains through reduction in key labor-intensive workflow processes, and enhance custome r service.

We have outlined our response an organized response format for clarity. We believe that we not only meet and exceed the requirements of the AMH as outlined in the RFP for Santa Clara City, but feel that our design and software capabilities will best suit the overall success of your goals:
• Speed
• Design
• Reducing labor costs
• Flexibility for the future

PRODUCT DESCRIPT IONS
The Lyngsoe's SortMateTM has proven to greatly reduce manual labor and time spent on material handling tasks for library staff. Our system is designed to automatically induct the items from the library and sort the items to a variety of destinations (Bins, Trolleys, Totes) and accommodate for multiple .item types: Holds, Return to shelf: Link+, etc ... As designated by then library's ILS system. The destinat ions and material sorting profile capability for our SortMate™ are designed with the library's contemporary needs in mind.

Likewise, our Staff Induction provides your staff with a simple (height adjustable) ergonomic platform from which to perfonn backroom tasks at maximum efficiency. Our new design released this year whisks the items away into the sotter with minimal staff movement, hopefully reducing staff lost time injuries.

THE BENEFITS OF OUR SOLUTION
• Turnkey solution includes everything including trolleys, trolley full indicators, spare parts, training, and first year warranty (including hotline and annual inspection) • Con.figuration that bas been designed specifically for the space available in your branch location, including current workflows.
• Compact System design - takes up less floo r space
• Ergonomically designed for safety
• Easy to use graphic and text instruction' s available for staff • Handles RFID and/ or Barcodes, as well as RFID security enabling/disabling • Whisper Quiet (below 55 dBA) because it is completely electric • Connects to standard wall outlet,; (120V)
• System sleep mode (energy saving) when no items are on system • Easily expandable and reconfigurable - just need 2 more feet for another 2 destinations.

October 23, 2017
185.097.006

Proposal No. B25561-000
Santa Clara City Library
Central Park Branch
"Use or disclosure of proposal data is subject to the restriction(s) on the confidentiality page of this proposal." •• ■■ Lyngsoe
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etevu/ing logistics

DESCRIPT ION OF PROPOSED SYSTEM
The proposed system is designed to automate the sorting of library items and eliminate manual tasks for your branch, providing library patro ns a faste r turnarou nd ofretumed items, transfer materials, and providing your staff a better work enviro nment.

The patron returns and Staff Inductions will be equipped with a Barcode and RFTD reader, and the patrons and staff will be responsible for inputting the items to the Library Mates and Staff Induction one at a time.

The LibraryMates and ErgoStaff statio n will communicate with the ILS via a STP2 connection. The staff station will utilize a ' check-in request' and as needed an 'item information request' message from the !LS and wait for the response. Once the check in stations receives the required 'check -in response' and/or the 'item information response ' message from the lLS, it will verify sort criteria and so1t the item to the appropria te destination . Destinations can be utilized for the following; l . ErgoTrolley destinat ions (all configu rable by library staff) a. Return to shelf
b. Branch holds
c. Transfers

2. Over flow (except ions) dest ination
Items triggering holds or transfers will automatically be so1ted to the appropriate chute location .

Capacity
The tru:oughput for the sorter is 2,500 items per hour. However , this is regulated by the capac ity of the Library Mate and Staff Inductions™ configured on the system . For example , a single Staff Induction™ or Induct ion belt has peak through put of2,000 items per hour thus resulting in a system throughput of2,000 items per hour . This can be increased with the addition of induction points.

Lyngsoe Syste ms has optimized the system controls so that items never stop on the s01t er while other items are diverting. This allows for continuous flow from the L ibraryMates®, higher throughputs, and longer life expecta ncy from your so,ter drive components.

Future Expandability
TI1e SortJ.\1ateTM is configurab le and easi ly expandable. lfthe Library would decide to add additional sort points in the future, a new SortMa teTM module could be added and running within a few hours­ easily completed during off-hours with no impact to patrons and minimal to staff.

Chutes
Included in th is proposal is the pricing for Tote shelf /ErgoTrolley sort locations.

October 23, 2017
185.097.006

Proposa l No. B25561-000
Santa Clara City Library
Central Park Branch
•use or disclosure of proposal data is subject to the restriction(s) on the confidentiality page of this proposal. " ■
■■ Lyngsoe
■■ Systems
Finish
Lyngsoe uses a durable paint finish for all major components. The standard color is black and green.

Custom colors can be supplied for an additional cost.

Voltage
Voltage required for the s01ter is 120VAC, single phase.

Host Interface Software
All LibraryMates® include highly configurable software for custom sort configurations , and collect statistics for items that are retu rn-to-she lf, holds, transits, and transit holds. Statistics are also availab le for numbers of sorts per hour.

Emerge ncy Control Devices
Two (2) emergency stop buttons are included on this system . Additional safety devices can be supplied and quoted upon customer request.

Warranty
A one-year parts warranty is included on all equipment. Additional Service Agreements can be supplied and quoted upon request. System issues deemed not mechanica l or software related (i.e.:
vandalism, damage due to neglect, or unauthorized modifications) will be subject to a service charge TBD.

October 23, 2017
185.097 .006

Proposal No. B25561-000
Santa Clara City Library
Centra l Park Branch
"Use or disclosure of proposal data is subject to the restriction(s) on the confidentiality page of this proposal." •• I!!!!! II Lyn gsoe
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elevating logistics
DESCRIPT ION OF THE LIBRARYMATE® 1200 SELF CHECK-IN
(INTERNAL UNIT)
The LibraryMate® 1200 is the latest offering from the Lyngsoe LibraryMate® product line. This unit is wall mounted ~md bas a very small form factor for use in high traffic areas The LibraryMate® 1200 self-return-machine was designed spec ifically for the library market to be the centerpiece of your self-service initiative. Check-ins using the LM1200 provide secure transactions , assuring that the item presented to the barcode scanner or RFID reader, is the item that is being returned. The patron simply places the material to be returned on the belt, and the LM1200 completes the transaction. Utilizing sensors along the inside of the LM1200, the item is tracked and scanned on the inside of the tunnel. When the check in is complete, it is transferred to the SortMate 2000 module for sorting
With the capacity to handle over 1100 items per hour, library users no longer have to wait in long lines to return items. The feed opening will accommodate up to 99% of all Ubrary materials.

Benefits of the LibraryMate® 1200:
■ Touchscreen for language selection or receipt options • Sturdy shelf for patron use
• Heigh t of shelf and opening can be configured to different set heights to accommodate all patrons or varying backroorn elevations
• Optional receipt printer
• Optional Color selections available for shelf, and back plate (shown in green below) October 23, 2017
185.097.006
Figure 1- LibraryMate 1200

Proposal No. B25561-000
Santa Clara City Library
Central Park Branch
"Use or disclosure of proposal data Is subject to the restriction(s) on the confidentia/lty page of this proposal."

LIBRARYMATE FUNCT IONAL DESCRIPTION
The mach ine function is as follows:
■
■■ Lyngsoe
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elevatin9 logistics
• The default language in the initial screen picture is English, but as a standar d three other languages are availab le and can be retrieved via the screen. If no alternative language is retrieved, the dialogue will cont inue in English.
• The user inserts the items one by one by pushing them into the machine . When the LibraryMate detects a new item in the opening, the machine st.ru.ts the conveyor belt automatically.

Figure 2- Patron Instruction Screen
• While the item passes through the machine , the item ID is read from the barcode or RFJD tag, the item is checked in with the ILS and the material protection (EM optional) is activated before the item is sent to the sorter.
• If a barcode is not detected in the tunnel, the LibraryMate can be configured to reject the item and return it to the patron.

October 23, 2017
185.097.006

Proposal No. B25561-000
Santa Clara City Library
Central Park Branch
"Use or disclosure of proposal data is subject to the restriction(s) on the confidentiality page of this proposal." •• ■■ Lyngsoe
■■ Systems
etev11lin9 togislics
Figure 3- Check-in Confirmation Screen
• Once the machine is ready for the next item, the light in the open ing changes from red to green.
• The above procedure must be repeated unti l all items have been returned. • When all items have been returned, the user :finishes the procedure by pressing "End" on the screen. Subsequently a receipt is printed . The screen displays an animation of the receipt printing. ff the user does not press "End" within a defined period, the receipt is printed automatically so that the machine can get ready for the next user. • Receipts may also be sent to the patron via email or text( optional) October 23, 2017
185.097.006
Page a of 34
Proposal No. B25561-000
Santa Clara City Library
Central Park Branch
"Use or disclosure of proposal data Is subject to the restriction(s) on the confidentiality page of this proposal.• ■
■■ Lyngsoe
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elevating logistics
Do you need receipt?
~ )(
Figure 4- Patron Instruction Screen
Off Line mode
Tfthe connection between machine and library network is down, the machine continues in off line mode and prints an off-line receipt stating the material IDs for the user. Information about the returned materials is stored in the machine control and transmjtted to the library database as soon as the connection to the library network has been re-established.

October 23, 2017
185.097 .006

Proposal No. B25561-000
Santa Clara City Library
Central Park Branch
"Use or disclosure of proposal data is subject to the restriclion(s) on the confidentiality page of this proposal." ■
■■ Lyngsoe
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elevating logistics
DESCRIPTION OF THE LIBRARYMATE® 2100 SELF CHECK-IN
(EXTERNAL WALK UP UNIT)
This unit is wall mounted and has a very small form factor for use in high traffic areas The Librar yMate® 2100 self-return-machine was designed specifica lly for tbe library market to be the centerpiece of your self-service initiativ e with a robust fai;ade so it can be installed on an exterior wall of your library. Check-ins using the LM2100 provide secure transactions , assuring that the item presented to the barcode scanner or RFID reader, is the item that is being returned.

The patron simply opens the access door with a button press, or present ing a valid RFID tag to the external reader ( optional), and the n places the material to be returned on the belt, and the LM2 100 completes the transaction . Utilizing sensors along the inside of the LM2100 , the item is tracked and scanned on the inside of the tunnel. When the check in is complete, it is transfen-ed to the SortMate2000 modul e for sorting
With the capacity to handle over 1200 items per hour, library users no longer have to wait in long lines to return items. The feed open ing will accommodat e up to 99% of all library materials.

Benefits of the Library Mate® 2100
• Touchscreen for language selection or receipt
options
• Sturdy shelf for patron use
• Height of shelf and open ing can be configured to
different set heights to accommodate all patrons
or varying backroom elevations
• Receipt ptinter
• Driv e up or walk up access for patrons
• 24-hour access to check in and return materials
• Weather proof exterior
• Stainless steel construct ion
• Security window for use with library's existing
security camera system
• Option for RFID activated door located in
October 23, 2017
185.097.006
LibraryMate ® shelf

J.

Figure 5- LibraryMate 2100
Proposal No. B25561-000
Santa Clara City Library
Central Park Branch
"Use or disclosure of proposal data is subject to the restriction(s) on the confidentiality page of this proposal." ■
■■ Lyngsoe
■■ Systems
e/ev11tlng logislics
DESCRIPTION OF THE LYNGSOE SYSTEMS ERGOS TAFF 1200 STAFF INDUCTION™
The Lyngsoe Systems Staff Induction™ automates and optim izes material processing for library staff. The Staff Induction™ quicldy becomes the world10rse of your circula tion room by rapidly and efficiently checking in branch transfers, new material, and any items that need to be so1ted and returned to shelf.

With the capaci ty of up to 2000 items per hour; library staff will not have to perform time­ consuming and repetitive check-in processes, library materia ls wil1 be on the shelf quicker and back into the hands of your patrons.

Your library staff wil l interface with the Staff lnductionTM via a user-friendly touch screen with a graphical interface. Barco des or RFID tags are read quickly and communicated with your Integrated Library System , RFID security is enabled , backdat ing and hold slip printing can all happen automatically, and check-in statistics can be monitored remotely. The Staff Induction™ work surface is height adjustab le between 30" and 37.5" , ensuring an ergonomic work environment standing or sitting.

October 23, 2017
185.097.006
Figure 6- Lyngsoe ErgoStaff 1200

Proposal No. B25561-000
Santa Clara City Library
Central Park Branch
"Use or disclosure of proposal data is subject to the restriction(s) on the confidentiality page of this proposal." ■
■■ Lyngsoe
■■ Systems
eleviJting logis tics
DESCRIPTION OF THE SORTMATE™ 2000
Lyngsoe's SortMate™ is a high-speed sotting system that is the brawn behind the Lyngsoe Systems Automated Material Handling system. Tl1is sorter has been specifically designed for libraries, and is tbe ideal solution for sorting a vast array of library materials. ]terns checked in using a LibraryMate® or Staff Induction™ are electronically tracked throughout the length of the SortMateT"'). and sent to the proper discharge location.

Lyngsoe has optimized the system controls so that items never stop on the so1ter while other items are diverting. This allows for cont inuous flow from the LibraryMates®, higher throughputs, and

1.onger life expectancy from your so1ter drive component s.

The S01tMate's ™ low profile and whisper-quiet operation will blend into your circulation room, not clutter it. The s01t er feat11res multiple transport belts for item stability and durability. Seated in between the transport belts are electrically actuated pop-up rollers that dive1t items to sort destinations on either side. Optional discharge configurations can accommodate auto-leveling ErgoTrolleys™, ErgoCarts™ , Ergo VolumesTM, media totes, or inter-library bulk tote containers.

October 23, 2017
185.097.006
Figure 7- SortMate™ 2000 configuration

Proposal No. B25561-000
Santa Clara City Library
Central Park Branch
"Use or disclosure of proposal data is subject to the restriction(s) on the confidentiality page of this proposal." ■
■■ Lyngsoe
■■ Systems
elevating logislic s
Technical Specifications - SortMate TM 2000
Sorting capacity:

Materia l dimensions:

Material types that can be
handled in the machine:

Requirements for materials:

Floor leveling:

October 23, 2017
185.097.006
>2,500 material units per hour
Max: 400 x 300 x 100 mm (L x W x H)

15.8 x 11.8 x 4 inches (L x W x H)
Min: l 00 x '100 x 5mm (L x W x H)

2.6 x 2.6 x .1 inches (L x W x H)
Max weight: 5 kg
Min weight: 30 g
Books, CD-ROMs, books with enclosures, talking
books, video tapes, cassette tapes . Book-JjJce materia l units containing cassette tapes / CDs.

The bottom side of the item must be flat.

The floor where the sorting system is installed must
not vary more than+ /- 5 mm.

Page13o f 34
Proposal No. 825561-000
Santa Clara City Library
Central Par1< Branch
"Use or disclosure of proposal data is subject to the restrictlon(s) on the confidentiality page of this proposal." ■
■■ Lyngsoe
■■ Systems
elevating logistics
Interface
The Libra:ryMate® check-in units and Staff lnductions™ communicate to the Libra ry's TLS using the STP2 protocol. Once the item has been checked -in, information about the items to be sorted is transferred through a contro l net intetface to the soiter control system and the item is sent to its proper destination.

For effective remote suppmt , a VPN com1ection must be established between our Hotline /Service department and the sorting system. This VPN connect ion wm assure that the technicians from the Lyngsoe Systems Hotline can gain direct access to the sorting system contro ls to quick ly and efficiently diagnose any system issues.

The drawing below shows the basic comm unication structure between the sorting system and the library system.

October 23, 2017
185.097.006
•
Patron
i[J
Integrated library Server (ILS)
~------ -< 1ibrary LAN--------
SIP2
I
Staff lnduotlon or
UbraryMatee
Self Check•ln
Kiosk
L Etherne>------
VPN
I
Sup;,ort Access
Figure 8- Basic Communication Structure

Proposal No. B25561-000
Santa Clara City Library
Central Park Branch
"Use or disclosure of proposal data is subject to the reslriction(s) on the confiden//a/1/y page of this proposal." ■
■■ Lyngsoe
■■ Systems
elevating logistic:;

FUNCTION
The sorting system works as follows :
• The staff member inducts one item at a time into the Staff fnduction. • The material ID is read from either the barcode or RFID tag on the item being returned and is checked with the information in the ILS.
• If the material is accepted by the ILS, a "location" for the materia l is returned to the LibraryMate®. • The material is automatically conveyed into the sorting system towards the correct discharge. • When the materi al reaches the correct discharge , it is automatically lifted by the transverse rollers, which then puts it in the correct tote at one of the sorting system sides. • The staff member continues this process until all their items are processed

DISCHARGE OF RESERVED ITEMS
Normally the sorting system will include a special destination for reserved or "ho ld" items. ff the library issues all reserved items with reservation tickets, the ticket printing can be linked to the so1ting. Once the reserved item has been transferred from the LibraryMate ®, the sorting system infmms the library system and subsequently the hold slip ticket is printed .

MONITORING
Remote supervision of the system via a web-based monito ring service is inc luded. This utility a11ows the library staff to view the sorting system status from any PC in the library network. The fo llowing system information can be accessed via the web-interface:
• Communication failure with the library system
• LibraryMate ® or sorting system is stopped
• System so1t configuration parameters
• Review en-or logs
• Change other system parameters

STAFF FUNCTIONS
During the system commissioning , a sorting table is configured determining where items are to be discharged. Trainin g selected staff members durin g s01ting system delivery ensures that afterwards library staff will be able to make the following adjustments on their own:
• Edit the sorti ng table of which locations to be sorted into which discharges • View returns and s01ting statistics from the system
• Choose alternative s01ting tables, if an alternative or finer sorting is required • Change display text on staff screen, or receipts
October 23, 2017
185.097.006

Proposal No. 825561-000
Santa Clara City Library
Central Park Branch
"Use or disclosure of proposal data Is subject to the reslriction(s) on the confidentiality page of this proposal." ■
■■ Lyngsoe
■■ Systems
elevating lugislics
Configuration Screens
Configuration of the Lyngsoe LibraryMate is very easy to do and can be monitore d from any staff PC on the same network as the Lyngsoe AMH system . The configuration is availabl e always , and does not require any system downtime to modify parameters on the system or change the active sort plan.

The configurat ion is all drop down menu based keeping the configuration easy to use. ~"" libMate - Configuration tool - MAJNT AINER on libraryMate Otmenstration (MASTER} Daly I Library openng hours I Hold Item I Rec«>t I Texts I Modues I System I -No read mode [ Never accept noreads
Accept host rejects lteJKl
Dump unlocked It= Sort normal
Print holclsl'ps Sort to rump diute
'--'
Allow Incomplete sets □ On/Off
Recelpt Mode Chcdc n Fa mpt scss!on recelpt
--Coc:14!! table l3actiYe
- -
Figure 9- Configuration screen
October 23, 2017
185.097.006

". l
... J
I
• I
:I
eJ l =l @J I~
Proposal No. 825561-000
Santa Clara City Library
Central Park Branch
"Use or disclosure of proposal data is subject to the restriction(s) on the confidentiality page of this proposal." •• ■■ Lyngsoe
■■ Systems
elevotiflg logistic s
The sort table configuration allows for very general so1t criteria, or very specific criteria , which is very important on larger systems. All sott criteria are built using drop down menus, using data obtained from the ILS system using the SIP2 protocol.

Up to 10 separate sort plans can be programed and can easily be changed throughout the day. For example, in the moming, the sorter can be set up to process materia ls to be distributed to branch libraries, or conso1tium members. When complete, and a selection of a drop-down menu, a new sott plan can be selected for all returns that will be returned to shelf. , .., libMate - Configuration tool - AOMJN on Libw yMate Oemonst~tion (MASTER) § l =l@ l,-a-.,1 Ooily I Sp«laictwt. s I Ubr"')' ~ ng haurs I Chub, •~ I COd• canv,r t I Holdit,rn I Receiot I Texts ( l(odu'es I Systernl I a Importrues ... 11 ~ Expo<trulos ... 11 -~. Oistrfoute rules I Code tab!< ~~ •J I Set current code t,bl, actve I SummNy P~onty Chute Acllve
I Addnle I I •'.'I CT -Ou lilalion loal1ion' Equa's 'Corme and .l<cl: Svtttt Branch Urary' and 'CV - Alert Type' Equal• 'O.f 7 hule 14 ~ ~ ,_;J CT -Oestina6on loto~on' Equal• 'Oay-RJv,r,lde Branch Ubary' and 'CV , Alert Type' Eqw!o '01 s lc:hute 16 ll I Remove rule I i,,,) CT • Oesltlollon loc.,tton' Eoua:S '0ay-Rlv<roide Branch ll"!!at)" and 'CV ·Alert Type.' Equals '0-'t 91Chule 18 .71 CT -Oostnallon locaUan' Equaio •s-S.-anch LibrN'/' and 'CV • Al<!rt Type' Eq.Jols 'Ot 10 hute 20 ]I I Teot I U CT • Oeslilotton location' Equa!s '51)(09,J< Sranth Ubrarv' and 'CV • A.'ett Typ,,' Equ,1$ 'O.f 11 ~t'll1U!22 'jJ = ' .l CT • Oestilolion lc,,..aUon' Equu 'Anclerson-foolhif 8raruh Lbr ar)" and 'CV • Alert Type' Eqoals '02' 12ic,,ute 2~ RI ' " •ir.•• . . "' : .. . . .. ' . ' ·- ,, ..
~ CR• Co:Jedcn code' Equals ?IP and 'CS - ~ rombcr' Is between '8' And '8' 11 hute 1 (11 Ci] .l ::R • Clll1ect'cn wde' E(f.lills 'Nf' and ·cs • eel ,.._,n1,.~ Starts .-.u, '1 l51D1<fle 3 r✓I <4) CR •Co/lecijon code' Equals 'Nf' end 'CS •C•I "'1f.ber' ls bet>,ccn '5' And '6' 16 i.ite 5 Tj1 li..J CR • CCllecllon code' Eq.ial< ?lf' and 'CS - Cal nurnbe~ I• between 'O' And '1' 17 hute 7 L-ll -.) CR • Cole<!icn code' Ecµ,ls \AN' l81n u te l .11
rTl ,_ 'Cl)~ ,r.~'J;,o.1;:il~ 'Flr.:!
'
~
lie'.d Type y ... .,. I Voice 2
I Adel ait.lio I ,.,) lcr -Deot natlon loat6on ~qual, IAnd., .. n-Foothi Brandi Ubrory I Eaual$ ~ "04 I R..,,a,,e a lterta I '.
~not
Range
Stl!rls•~ith
Ends \\1th
onb(ns
Figure 10- Sort Table configuration
System configuration
During the engineering phase of the project, the Lyngsoe Project Manager will work with the Library to configure the machine with languages, sort schemes, receipt text, etc. Once we have the configuration , our engineers will assure that the programming on yom machine meets all your expectations
October 23, 2017
185.097.006

Proposal No. B25561-000
Santa Clara City Library
Central Park Branch
"Use or disclosure of proposal data is subject to the restriction(s) on the confidentiality page of this proposal." ■ 1111 Lyngsoe
■■ Systems
elevating logistics
Statistics
The SortMate provides a variety ofreports and sorting statistics for the library to use including check in time, chute distribution, and a full comp lement of SIP2 transaction logs and sort logs October 23, 2017
185,097.006
Salt Lake Main - Staff Induction
Selected interval
From Date ~ Hour (m
To Date ~ Hour f!D
Tiwe span G?mmm
Mode lm!3li,"2
Loca tion
El
Figure 11- Statistic selection screen
Figure 12- Statistics display

♦
Lyngsoe
Systems
Proposal No. 82556 1-000
Santa Clara City Library
Central Park Branch
"Use or disclosure of proposal data Is subject to the restriction(s) on the confidentiality page of this proposal.'' ■
■■ Lyngsoe
■■ Systems
elevating logistics

DISCHARGE TYPE - ERGOTROLLEY
If your library sorts a large number of items without empty ing the book carts , Lyngsoe offers a trolley with extra capacity and a $})ling-loaded auto-leveling floor.

When items are sorted into the trolley, the bottom will lower incrementally. Chute full monitoring can take place by a photo cell transmitt ing a signal to the sorting system control when the book cart is full and a replacement ca1t required.

The trolley can be placed at either side of the sorting system or at the end of the SortMate™.

Figure 13-ErgoTrolley

TECHNICAL SPECIFICATIONS
Book cart size:

Book cart weight:

Maximum load:

ErgoTrolley™ capacity
of assorted books:

Items convenient for
stacking into book carts:

October 23, 2017
185.097 .006

36.8 x 20.9 x 26.7 inches (L x W x H)
935 x 530 x 935 mm (L x W x H)

88.2 lbs. (40 kg)
264.6 lbs. (120 kg)
250-300
Books, books with enclosures , talking books,
video tapes, cassette tapes, CDs, DVDs,
newspapers , magazines and other items in
"soft" covers. Book-like items, e.g. items
containing cassette tapes/CDs

Proposal No. B25561-000
Santa Clara City Library
Central Park Branch
·use or disclosure of proposal data is subject to the restriclion(s) on the confidentiality page of this proposal ."

DRAWING
October 23, 2017
185.097.006
2 ·-10•
■ Ill II Lyngsoe
■■ Systems
e/eva ting togislic:s
Ql]!ff!fLl.
1X l."121 oo O<Jtdoor Return
J X LM UGO Indoor Re tum
1 X ESJ 200 St;J/f Re!llm
16 /Jin sorter 1v/ Medium Ergo Tro!/cy~
G'·S" ----.1...._ __ 7'·9"
i 3 '-0 "
/ ~u;;orrol!ay
sort Room
Sortl-1ntJJ 2000
3'-3' t
2X I )OVAC WA Clrw, .. (50-60 IIZ)
l Quad ll.«<!pU,clt!s {l P« CJrcuit)
+
I ~ a;c,,n 2. an:u11 3
' 4x Erhom,t Ot,lfecr
t --1""7,,-- w.n /,ICunc,d Per Lnco/ codr
e,-,,.

Cl
Llbrory Moto 2100 / _:.I ···~ _j
--}-- 7'·11"

Proposal No. B25561 -000
Santa Clara City Library
Central Park Branch
"Use or disclosure of proposal data Is subject to the res/rlction(s) on the confidentiality page of this proposal ." PRICING- OPTION 3
Santa Clara City Library
Central Park Pricin
Sortation System - Interior/ Exterior system- 1 exterior patron return, 1 interior patron return, staff induction and 16 sort destinations
Lyngsoe Dwg: B25561-000-3-1
• Qty (1) LM2 100 Exterio r LibraryMate check in station (RFID) with touchscreen interface
• Qty (1) LM 1200 Interior LibraryMate check in station (RFID) with touchscreen interface
• Qty (1) ES 1200 Staff induction check in stat ion (RFID) with touchscreen interface
• Hold Slip printing
• Qty (1) So1tMate™ Sorter
o (15) ErgoTrolley destinat ions
o · (1) exceptions destination
• Conveyor
• Lyngsoe Sort Controller (LSC)
• Implemen tation of site specific graph ical
system display
o Qty (1) 30" flat screen monitor with
wall mount (to be positioned withi n 20
feet of sorter)
• Qty (2) Emergency stops
• Insta ll.ation(no n-u nion)
• Commiss ioning
• Shippi ng
• Parts Warranty (Standard 12 month)
• Hotline (24/7) - (Standard 12 month)
• On-Site S are Patt Kit
Sort Bins
• 16 Standard Er oTrolle s
',
'
-

i!~17 { J'-T <l
r- 11"'
Equ.iP.ment pricing
Ergo Trolleys
■ ♦
■■ Lyngsoe
■■ Systems
elevarlng logistics
Price
$222,255
$19,200
October 23, 2017
185.097.006
Proposal No. B25561-000
Santa Clara City Library
Central Park Branch
"Use or disclosure of proposaf data is subject to the restricUon(s) on the confidentlafity page of this proposal.• Interlocked Locking Bookdr op
• Qty ( 1) locking book drop
• Integratio n to LibraryMa te
October 23, 2017
185.097.006

■
■■ Lyngsoe
■■ Systems
e/evc1£'in9 logistics
Option price $6,800
TotalUSD $270,597.9
5 Proposal No. B25561-000
Santa Clara City Library
Central Park Branch
"Use or disclosure of proposal data is subject to the restriction(s) on the confidentiality page of this proposal." ▪ M Lyngsoe
▪ • Systems
elevating logistics .

SERVICE COSTS FOR PROPOSED SYSTEM
Hotline Service, Maintenance, Extended Warranty
Price year 1 Included
Price year 2 $13,954 USD
Price year 3 $14,442 USD
Price year 4 $14,954 USD
Price year 5 $15,491 USD

SERVICE PREPAYMENT DISCOUNTS
5% discount for prepayment through 3rd year
8% discount for prepayment through 5111 year
*before tax
$26,977
Total $275,232*
$54,134
Total $302,389*
Total USD $248,255
Santa Clara County (Santa Clara) Sales Tax (9%) $22,342.95 Total USD $270,597.95
Optional 3-year Service plan I $26,977
Grand Total USD

I $297,574.95

October 23, 2017 Proposal No. B25561-000
185.097.006 Santa Clara City Library
Central Park Branch
"Use or disclosure of proposal data is subject to the restriction(s) on the confidentiality page of this proposal."

OPTIONAL ITEM PRICING
System accessories
ErgoTrollevTM
• Qty (1) ErgoTrolley™ Auto Level Trolley
System accessories
ErgoBox Powered destination
• Qty (1) Ergo Box sort destination
• ■■ Lyngsoe
■■ Systems
elevating togislics
Option price $1,200 USD
Option price $4,253USD
NOTE: Price exclu des any and all required buildh1g modifications which are the responsibility of the Building Owner.

Price excludes any tax or local duties u11less otherwise .vpecified Options pricing is onlv valid ifpurchased with the main system.

October 23, 2017
185.097 .006

Proposal No. B25561-000
Santa Clara City Library
Central Park Branch
"Use or disclosure of proposal data is subject to the restriction(s) on the confidentiality page of this proposal." ■
II ■ Lyngsoe
■■ Systems
efev,1/ing logistic s
OWNER'S RESPONS IBILITIES:
a) Provide any necessary pe1mits and/or licenses.
b) Provide power to a location in close proximity to the sorter and coordinated points near the conveyor route (within 10 feet) 120V sing le phase.
c) Provide 2 network drops per LibraryMate ® or Staff lnduction™ and one for each sorter for communication and support.
d) Provide one SIP license for each check- in station or TCS server. e) Allow for site to site VPN (IPSEC) for commiss ioning and ongoing hotline support.

Additional details contained in LS Remote Customer Support document f) Provide a clear path for access to and from the insta llation site for personnel and equipment. g) Provide secure, dry, convenient storage for equipment, tools and materials used on site. h) Provide adequate working space for the installation crew . i) Provide lighting for installation at the location where the work is to be _performed. j) Provide parldng and restroom facilities.
k) If special lift equipment is required ~ Lyngsoe Systems must have access to a ramp door.

I) On site secu rity.
m) Installation of the s01ter must occur after cettificate of occupancy for the building is obtained n) Areas of installation to be broom swept by other contractors prior to the start of Lyngso e Systems installation.
o) Provide no later than the scheduled start of installation date, the installation site free and clear and ready for Lyngsoe Systems to begin installation. Lyngsoe Systems acknow ledges that some degree of facility construction may be underway during insta llation. The Pmchaser acknow ledges its responsibility to minimize possib le resulting disruptions to Lyngsoe Systems' installat ion process.
p) Provide no later than start of insta llation date, all civil work and necessary remova l or modifications of existing equ ipment or buildings. For instance, the building modification s required for the installation of the Libra ry Mates® in exter ior or interior walls, and penetration points through walls requi red by the conveyor run. Archite ctural finishing of penetration points after installation of LibraryMates® if required.

October 23, 2017
185.097.006

Proposal No. B25561-000
Santa Clara City Library
Central Park Branch
"Use or disclosure of proposal data is subject to the restriction(s) on the confidentiality page of this proposal." •
▪ Lyngsae
• • Systems
elevating logistics

PAYMENT TERMS
Equipment pricing:

Equipment:
9% Sales Tax:

Total equipment:
$248,255.00
$ 22,342.95
$270,597.95
Five-Year Service Plan, including service prepayment discounts:
$54,134.00
In no event shall the amount billed to City by Contractor for services under this Agreement exceed three hundred, twenty-four thousand, seven hundred thirty-one dollars and 95 cents ($324,731.95) subject to budget appropriations.

Sales tax, or other state and local taxes have not been included unless specifically stated.

PRELIMINARY PROJECT SCHEDULE
This project schedule represents a framework schedule for each site.

Contract Signature/Letter of Authorization
Drawings Approved
Shipment
Start Installation
Installation Completed
Final Acceptance (Start of Warranty)
: Receipt of PO
: 1 weeks At Receipt of Order (ARO)
: 14 weeks ARO
: 18 weeks ARO
: 20 weeks ARO
: 20 weeks ARO
THIS PROPOSAL IS VALID FOR 90 DAYS

October 23, 2017
Proposal No. B25561-000
185.097.006
Santa Clara City Library
Central Park Branch
"Use or disclosure of proposal data is subject to the restriction(s) on the confidentiality page of this proposal."

CONTRACT APPROVA L
Proposal Number: 185.097.006
Proposal Date: October 23, 2017
This Proposal Remains Valid Through: January 21. 2018
■
■■ Lyngsoe
■■ Systems
elevating logistics
This Sales Agreement, bereinaHer called "Agreement", made by and between the Santa Clara Citv Library, hereinafter called "Buyer" , and Lvngsoe Systems Inc. with its principal place of busine ss located at 7450 New Technology Way. Frederick MD 21703 called "Seller", constitutes agreement of the part ies as follows:

CONTRACT DOCUMENTS
Jn add ition to the attached Terms and Cond itions of Sale, the following documents (collectively "Contract Docmnents") are also part of the Agreement and are hereby incorporated into the Agreement. Should the additiona l Contract Documents or different or additional terms and conditions contain any term or condition inconsistent with the Terms and Conditio ns of Sale, the Terms and Co ndit ions of Sale shall govem . The additional Contract Documents, copies of which are appended hereto, are as follows:

Seller's Proposa l 185.097.006 dated October 23, 2017 incl uding Seller' s Drawings as listed in Seller's Proposal 185.097 .006 dated October 23, 20 17 ("Proposal").

Agreeme nt for the Perfonnance of Services By and Between the City of Santa Clara, California and Lyngsoe Systems, Inc., entered into November of 2017.

Summary of Scope to be purchased
SorterOption#. ______ -=Op=ti=·o=n=-3 =in=cl=sal=es=tax=-- Ptice tJ.70.597.95 Price $54.134 Option,__ ________ Op=ti=·o=nal=-=--5-..i-;yem=-=·ser=:....:.VJCe=· ;::,.__ Option. ____ ____________ _ Ptice. ______ _
AUTHORIZED FOR BUYER BY:

Buyei: _____ ____ _
Signature. _________ _
Name. ____ ______ _
Title _ _ ________ _
Date ______ _____ _
October 23, 2017
185.097.006

TOTAL $324,731.95
AUTHORIZED FOR SELLER BY:

Seller._--""L~vn.!l:gsoe==Syst=e=ms=In=c·'---­
Signat ure,~------ - -­
Name CmyMcCoy
Title President
Date _________ _ _ _
Proposal No. 825561-000
Santa Clara City Library
Central Park Branch
"Use or disclosure of proposal data is subject to the reslriction(s) on the confidentiality page of this proposal." •• ■■ Lyngsoe
■■ Sysfems
elevatin9 lo9istic s

TERMS AND CONDITION S OF SALE

APPLICATION

1. These General Terms and Conditions of Sale ("GTCS") apply to all contracts of sale of L YNGSOE products and/or L YNGSOE software • collectively referred to as "Goods" hereafter, between Lyngsoe Systems A/S (together with its affiliates, successors and assigns "L YNGSOE") and the customer ("Customer'1, LYNGSOE and Customer are sometimes referred to herein individually as a "Party" and together the "Parties".

2. If the Goods also solely or as a combination include the sale of L YNGSOE Software, the tem,s of the L YNGSOE End User License set forth in Appendix 1 hereto shall equally apply In addition to the terms or the GTCS. In the event of any discrepancies between the L YNGSOE End User License and the GTCS, the terms of the L YNGSOE End User License shall prevail for the purpose of the LYNGSOE Software only. If the Goods are ·made to order'' or similarly engineered and manufactured specifically for the Customer "Engineered Goods", the terms of the L YNGSOE Terms For Engineered Goods set forth in Appendix 2 hereto shall equally apply In addition to the terms of the GTCS. In the event of any discrepancies between the L YNGSOE Terms For Engineered Goods and the GTCS, the terms of the L YNGSOE Terms For Engineered Goods shall prevail for the purpose of the Engineered Goods only.

3. No departure from these GTCS shall be binding unless agreed in writing between L YNGSOE and the Customer.

4. L YNGSOE shall be entitled to alter these GTCS upon 14 calendar days' written notice effective for all orders that L YNGSOE receives after the expiration of the notice period.

5. Any terms and conditions contained in or delivered with the Customer's order or other document shall not be binding, and the Customer waives any right. which it otherwise might have to rely on such terms and conditions.

QUOTATIONS, ORDERS AND ORDER ACKNOIM.EDGEMENTS

6. Only a quotation in writing by email from L YNGSOE ("Quotation") is binding on L YNGSOE . Quotations are open for acceptance In writing by email to L YNGSOE by the Customer for 15 business days from the date of the Quotation unless otherwise stated In the Quotation.

7. Any order(s) placed by the Customer and any acceptance(s) of QuotaUon(s) by the Customer shall bind L YNGSOE, provided the order(s) or acceptance(s) of Quotation(s) was/were placed in writing by email to LYNGSOE or, in case of acceptance(s) of Quotation(s), by return-mail, and provided the order(s) or acceptance(s) of Quotation(s) was/were confirmed in writing by LYNGSOE within 15 business days from the date of receipt by LYNGSOE of the order(s) or acceptance(s) of Quotation(s) ("Order Acknowledgemen t").

8. If the terms and conditions related to delivery time, quantity, price, payment terms, delivery clause, delivery by instalments or other matters stated in L YNGSOE's Order Acknowledgement vary from the Customer's order(s) or acceptance(s) of Quotation(s) and the Customer wants to reject these variations, the Customer must notify L YNGSOE to that effect within 5 business days of the date of receipt of the Order Acknowledgement , failing which the Customer shall be deemed to have accepted the terms and conditions set out in the Order Acknowledgement , which shall constitute a binding commitment between the Parties.

DELIVERY. TRANSFER OF RISKS

9. L YNGSOE retains title to the Goods untll the purchase price has been paid in full.

10. Absent any delivery clause In the Order Acknowledgement to the contrary, delivery shall be deemed to have occurred ex works L YNGSOE, Frederick MD. The Customer shall be ready for and accept delivery at the delivery date stated in the Order Acknowledgement or other communication from L YNGSOE, failing which dellvery is deemed to have occurred at the delivery date, stated In the Order Acknowledgement or other communication. Notwithstanding any agreed delivery clause, L YNGSOE shall be free to select the carrier and mode of transportation.

11. If the Goods are transported from L YNGSOE's warehouse by or on behalf of L YNGSOE, the Customer must, when the Goods arrive al the destination, In order to get the Goods released by the carrier sign the accompanying delivery note. ff any Goods are visibly damaged, the Customer must give details thereof on the delivery note and must file a claim with the carrier and with L YNGSOE in writing via email to L YNGSOE within 24 hours, failing which the Customer shall be deemed to have waived any rights which the Customer might have in respect of the damaged Goods.

12. The Customer must thoroughly examine all Goods lmmedlately upon dellvery for the purpose of ascertaining whether the Goods are defect or inconsistent with the data In the Order Acknowledgement (the "Examination'). The Customer shall be deemed to have accepted the Goods in respect of inconsistency with the data in the Order Acknowledgement, which the Customer discovered or ought to have discovered during the Examination, if the Customer has not notified LYNGSOE to the contrary In writing via email within 5 business days after the delivery time as stated In the Order Acknowledgement.

13. Except where otherwise specified, Quotations and/or Order Confirmations do not include delivery of installation materials or mechanical and electrical assembly or commissioning of the Goods C'lnstallation Services"). In the event that the Customer requests lnstallatlon Services to be carried out by the L YNGSOE Service Department, such Installation Services wlll be Invoiced at the then-current rates for same. In the performance of the Installation Services, L YNGSOE shall only be liable for damages that occur as a result of gross negligence or wilful misconduct on the part of L YNGSOE.

DELIVERY DELAY

14. Should L YNGSOE not be able to deliver by the delivery time as stated in the Order Acknowledgement or other communication from L YNGSOE, L YNGSOE shall as soon as possible notify the Customer to that effect and at the same time slate when delivery is expected to lake place. If delivery is expected to take place more than, or has not taken place within, 14 business days after the delivery time as stated In the Order Acknowledgement, and lhe delay Is caused by circumstances for which L YNGSOE Is responsible, the Customer shall be entitled to October 23, 2017
185.097.006

Proposal No. B25561-000
Santa Clara City Library
Central Park Branch
"Use or disclosure of proposal data is subject to the restriction(s) on the confidentiality page of this proposal." •• ■■ Lyngsoe
■■ Systems
elevating /oglslics
reject the Goods by notifying LYNGSOE to that effect within 3 business days after receipt of LYNGSOE's notification or the expiration of the 14 business days , whichever comes first, failing which notification by the Customer, the Customer shall be deemed to have waived the right to reject the Goods. Except as slated in this Clause 14, the Customer is not entitled to raise any other claims in the event of delayed delivery, whether claims for damages based on negligent acts/omissions or olheIwise.

WARRANTY. PRODUCT LIABILITY

15. Subject to the conditions of Clauses 16-21, LYNGSOE warrants that finished Goods will be free from defects in materials and workmanship under normal use of the Goods in the industry for a period of 12 months from the delivery time as stated in the Order Acknowledgement and that spare parts will be free from defects In materials and workmanship under normal use of the spare parts in the Industry for a period of three months from the delivery time as stated in the Order Acknowledgement.

16. Any warranty claim by Customer based on any defect in finished Goods or spare parts, which defect the Customer discovered or ought to have discovered during the Examination , shall be notified in writing via email to within 10 business days after the delivery time as staled in the Order Acknowledgement or, where the defect could not reasonab ly have been discovered during the Examination, within 7 business days after manifestation of the defect , failing which Customer shall be deemed to have accepted the finished Goods or spare parts as non-defective.

Warranty claims notified by Customer to L YNGSOE after the expiration of the warranty term stated in Clause 15 are not accepted.

17. Where any valid warran ty claim Is notified to L YNGSOE In accordance with the terms of Clause 16 and approved by L YNGSOE in writing (which approval shall not be unreasonab ly withheld}, L YNGSOE shall fulfil its warranty obligations as follows: (i) If Customer can be reasonably expected to be able to repair the defect, if necessary with support from the tec hnical support of L YNGSOE ·s Service Department , L YNGSOE may fulfil Its warranty obligations by sending the necessary replacement parts to Customer free of charge; (ii) If Customer cannot be reasonably expected to be able to repair the defect, L YNGSOE shall repair or replace the defective finished Goods or spare parts , subject to the Customer assigning to L YNGSOE all property rights to such defective finished Goods or spare parts; replacement Goods or spare parts will be new, equiva lent to new or re-conditioned; or (iii) If none of the foregoing remedies are commercially viable in L YNGSOE 's sole judgment, L YNGSOE may opt Instead to refund to Customer the net purchase price paid by Customer for the defective finished Goods or spare parts less reasonab le depreciation of the value due to use or age, subject to the Customer assigning to L YNGSOE all property rights to such defective finished Goods or spare parts. The Customer shall, within 10 business days of the defective finished Goods or spare part being replaced, enquire at L YNGSOE's Technical Support and Service department, If the Customer shall return to L YNGSOE replaced defective finished Goods or spare parts or destroy same and may not return such finished Goods or spare parts to L YNGSOE, unless L YNGSOEs Technical Support and Service department has authorized the return in writing. L YNGSOE shall assume all responsibility and expense for freight and freight Insurance, unless the warranty claim Is not valid in L YNGSOE's reasonable judgment and Customer shall assume all responsibility and expense for dismantling, removal, re-Installation and duties In connection with the foregoing.

18. The warranties contained herein shall not extend to any finished Goods or spare parts from w'nlch any serial number has been removed or w'nich have been damaged or rendered defective (a} as a result of wilful or accidental damage, negligence, misuse or abuse; (b) due to water or moisture. lightning, windstorm , abnorma l voltage, harmonic distortion, dust, dirt, corrosion or other external causes; (c} by operation outside the specifications contained in the user documentation; (d} by the use of spare parts not manufactured or sold by L YNGSOE or by the connection or integration of other equipment or software not approved by L YNGSOE; (e) by modification, repair or service by anyone other than L YNGSOE. who has not applied for and been approved by L YNGSOE to do sucll modification, repair or service; (f} due to procedures, deviating from procedures specified by L YNGSOE; or (g) due to failure to store, install, test. commission, maintain. operate or use finished Goods and spare parts in a safe and reasonable manner and In accordance with L YNGSOE's Instructions .

19. None of the warranties contained herein shall apply, unless the total purchase price for the defective finished Goods or spare parts has been paid by the due date for payment.

20. Customer shall have no other remedies In connection with defective finished Goods or spare parts than the rights granted pursuant to Clauses 16-19. Except as set forth in the express warranties contained herein, L YNGSOE makes no conditions, warranties, representations, express or Implied, In fact or In law, including, but not limited to, any warranties of satisfactory quality, merchantability or fitness for a particular purpose or any warranties arising out of usage or trade, all of which are expressly excluded to the fullest extent permissib le by applicable law.

21. The warranties contained herein apply only to the original purchaser and are not assignable or transferab le to any subsequent purchaser or end-user.

22. To the extent not contrary to appllcable mandatory legislation, L YNGSOE shall only be liable for damage to property and for personal injuries caused as a consequence of defects in the finished Goods or spare patts dellvered (produc t I/ability) to the extent that it Is documented that such defect arose due to L YNGSOE's default or negligent errors or omissions.

RETURN OF GOODS. CANCELLATION OF ORDERS

23. Goods may not be returned to L YNGSOE, unless L YNGSOE has authorized the return In writing. Where L YNGSOE has authorized the return of Goods, the Customer shall follow the guidelines for returns issued by L YNGSOE from time to time.

24. Any order(s) placed by the Customer and any acceptance(s) of Quotation(s) by the Customer are binding on the Customer and cannot be cancelled by the Customer unless L YNGSOE agrees. L YNGSOE therefore retains the right to charge the Customer in full for any and all order(s} placed and for any and all acceptance(s} of Quotation(s}.

PRICE

25. Unless otherwise stated in L YNGSOE 's Order Acknowledgement, all purchase prices exclude any sales, use, excise, value added or other taxes or duties imposed by any governmental authority. The rate of any taxes or duties will be that applying at the time of Invoicing.

October 23, 2017
185.097.006

Proposa l No. B25561-000
Santa Clara City Library
Cent ral Park Branch
"Use or disclosure of proposal data is subject to the restrictlon(s) on the confidentiality page of this proposal." •
▪ Lyngsoe
•• Systems
elevating logistics
PAYMENT. PAYMENT DELAY

26. The purchase price as specified in LYNGSOE's Order Acknowledgement is payable according to the payment terms specified in the Order Acknowledgement. In the absence of payment terms in the Order Acknowledgement, delivery will only take place against simultaneous cash payment of the purchase price.

27. In the event that the Customer should remain in arrears with payments to LYNGSOE for any reason for 10 business days or more, LYNGSOE shall be entitled to:
a) Terminate the Order Acknowledgement and/or any other contracts of sale and demand immediate return of all unpaid Goods, delivered to the Customer, at the Customer's expense;
b) Suspend delivery of the Order Acknowledgement and/or any other contracts of sale for future delivery; c) Sell the Goods to a third party and claim from the Customer damages for any loss suffered.

At the request of Customer, LYNGSOE shall in writing inform the Customer of its decision to assert any of the above rights, but shall not be required to give any notice.

28. LYNGSOE may use all monies received from the Customer towards payment of any part of any debt owing by the Customer at LYNGSOE's sole discretion irrespective of any instructions to the contrary by the Customer.

INTELLECTUAL PROPERTY RIGHTS INFRINGEMENTS

29. To the best of LYNGSOE's knowledge, Goods delivered by LYNGSOE to the Customer do not infringe any third party intellectual property rights. However, LYNGSOE does not make any warranty to that effect. Moreover, LYNGSOE shall have no liability for any claim of Infringement which is based on the use of the Goods other than as authorized by LYNGSOE and in a manner for which they were designed.

In the event that Goods or any part(s) thereof are held by a court of competent jurisdiction, not subject to appeal, to infringe a third party's intellectual property right, proprietary right or contractual right, LYNGSOE shall in its sole discretion (a) procure for the Customer and the Customers' customers the right to continue to use the Goods; (b) replace the Goods with non-infringing Goods, subject to the Customer assigning all property rights to such Goods to LYNGSOE; (c) modify the Goods, or, where modification does not require any special knowledge, provide the Customer with parts enabling him to modify the Goods at his own expense, to avoid infringement; or (d) recall the Goods. If LYNGSOE decides to recall the Goods, LYNGSOE shall, if the Goods were delivered to the Customer within the immediately preceeding two year period, refund the purchase price for the Goods to the Customer less a reasonable depreciation due to age, use, and condition, subject to the Customer assigning all property rights to such Goods to LYNGSOE. If the Goods were delivered to the Customer before the immediately preceding two year period, LYNGSOE shall not be obligated to make any refund.

30. The above constitutes LYNGSOE's maximum liability in respect of Clause 29 herein, and the Customer shall limit his liability towards his customers accordingly.

LIMITATION OF LIABILITY

31. In no event shall LYNGSOE be liable in tort, contract or otherwise (including negligence) to compensate the Customer for any business interruption, loss of (anticipated) profits, revenue, business, contracts or (anticipated) savings, costs of procurement of subsitute Goods or services or any other special, Indirect or consequential loss or any punitive damages.

32. LYNGSOE's total liability under any cause of action shall not exceed the amounts received by LYNGSOE from the Customer pursuant to the Order Acknowledgement giving rise to the liability. However, In regard specifically to LYNGSOE's total liability for damages caused by defects in the Goods delivered (Product Liability), such liability shall in no event - regardless of whether such damages are arising In contract, tort, negligence or otherwise - exceed DKK 2 million per damage/DKK 20 million per year.

33. RESERVED.

GENERAL

34. The GTCS and all contracts of sale of Goods, including but not limited to, any and all Order Acknowledgement, between LYNGSOE and the Customer shall be exclusively governed by and construed in accordance with the laws of California. The Parties submit to the exclusive jurisdiction of County of Santa Clara, California courts. If a third party files a claim against one of the Parties for damages on product liability or intellectual property rights infringements, this Party shall immediately inform the other Party thereof. The Parties are mutually obliged to let themselves be summoned to appear before a court of justice / arbitration that hears such claim for damages. The mutual relationship between LYNGSOE and the Customer shall however be resolved in accordance with the provisions of this Clause,

35. The Invalidity, unenforceability or illegality of any term, condition or stipulation in the GTCS shall not affect the validity, enforceability or legality of the remaining terms, conditions and stipulations of the GTCS.

36. Except as provided herein, any required or permitted notices hereunder must be given in writing at the registered address of each Party, or to such other address as either Party may notify to the other Party by written notice in the manner contemplated herein, by one of the following methods: electoronic mail, hand delivery, registered mail, or facsimile.

37. Non-performance of either Party shall be excused to the extent that performance is rendered impossible by strike, lock-out, fire, severe weather, flood, earthquake, terrorism, war, acts of God, governmental acts, failure of suppliers or carriers for any reason or any other reasons beyond the reasonable control of the non-performing party.

October 23, 2017
Proposal No. B25561-000
185.097.006
Santa Clara City Library
Central Park Branch
"Use or disclosure of proposal data is subject to the restriction(s) on the confidentiality page of this proposal." ■
■■ Lyngsoe
■■ Systems
elevafi11g lo9islics
WEEE

38. With reference to Directive 2012I19/EU of the European Partiament and of the Council of 4 July 2012 on waste electrical and electronic equipment (VI/EEE} and any applicable amendments thereto or substitutions thereof, all Customers who purchase electrica l and electronic equipment from L YNGSOE for distribution within the European Union are responsonsible for providing means of waste disposal and scrapping of such equipment in accordance with applicable national law. © Lyngsoe Systems IVS 2017, GTCS version effective as of 1 May 2017.

APPENDIX 1

L YNGSOE END USER LICENSE AGREEMENT
This End User License Agreement ("Agreement'1 constitutes a valid and binding agreement between Lyngsoe Systems AIS, (together with its affiliates, successors and assigns "L YNGSOE") and you ("you," or "you('J for the use of the L YNGSOE Software, as the term is defined below. You must enter Info this agreement In order to Install and use L YNGSOE Software .

BY INSTALL/NG AND USING THE L YNGSOI= SOF1WARI=, YOU AGRff TO 8£ BOUND BY THE T£RMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT. DO NOT INSTALL OR USE THE L YNGSOE SOF1WARE

1. LICENSE GRANT
Subject to the terms of this Agreement, L YNGSOE hereby grants you a llmited, non-exclusive, non-subl/censable, non-assignable 1/cense to download, install and use a single copy of the L YNGSOE Software, including any online or enclosed documentation, data distributed to your computer for processing and any future programming fixes, updates and upgrades provided to you (collectively, the • L YNGSOE Software?, onto a network server or computer workstation for your sole use to install, interact with and utilize the L YNGSOE Software, including the content and features contained therein . This license may not be shared, transferred to or used concurrently on different servers or workstations . You may make a single back-lip copy of the software for archival pt1rposes.

2. LICENSE RESTRICTIONS
(a) Notwithstanding anything to the contrary, you may not: (i) remove any proprietary notices from the L YNGSOE Software or any copy thereof,' (ii) cause, permit or authorize the modification, creation of derivative worlcs, translation, reverse engineering, decompiling or dlsassambllng or hacking of the L YNGSOE Software; (iii) sell, assign, rent, lease, act as a seNice bureau, or grant rights in the L YNGSOE Software, including, without limitation, through sublicensa, to any other entity without the prior written consent of L YNGSOE; (iv) use the L YNGSOE Software in any way that would violate any applicable law, regulation or ordinance; Fwthennore, you may not use the L YNGSOE Software to develop, generate, transmit or store information that: (A) infringes any third parly's intellectual property or other proprietary right; (B) is defamatory, harmful, abusive, obscene or hateful; (C) In any way obstructs or otherwise interferes with the normal pelformance of another person's use of the L YNGSOE Software, (D) pelforms any unsolicited commercial communication not permitted by applicable Jaw; (E) is harassment or a violation of privacy or threatens other people or groups of people ; and (F) Impersonates any other person, or steals or assumes any person's Identity (whether a real identity or online nickname or alias). (b) The L YNGSOE Software contains confidential and trade secret Information owned or 1/censed by L YNGSOE, and you agree to take reasonable steps at all times to protect and maintain the confidentiality of such information . c) The L YNGSOE Software may be incorporated into, and may incorporate, technology, software and seNices owned and controlled by third parties. Use of such third-party software or services is subject to the terms and conditions of the applicable third party license agreements, and you agree to look solely to the appllcable third party and not to L YNGSOE to enforce any of your rights. All modifications or enhancements to the L YNGSOE Software remain the sole property of L YNGSOE. L YNGSOE reserves the right to add additional features or functions to the L YNGSOE Software. When installed on your computer, the L YNGSOE Software pen'odlcal/y communicates with L YNGSOE servers. You acknowledge and agree /hat L YNGSOE has no obllgatlon to mai<e available to you any subsequent versions of its software applications.

3. PERMISSIONS TO UTILIZE
In order to receive the benefits provided by the L YNGSOE Software, you hereby grant permission for the L YNGSOE Software to utilize the processor and bandwidth of your computer Goods. You understand that the L YNGSOE Software will protect the privacy and Integrity of your compt1ter resources and communication and ensure the t1nobtrusive utilization of your computer resources to the greatest extent possible.

4. PROPRIETARY RIGHTS
October 23, 2017
185.097.006

Proposal No. B25561-000
Santa Clara City Library
Central Park Branch
"Use or disclosure of proposal data is subject to the restriction(s) on the confidentiality page of this proposal." ■
■■ Lyngsoe
■■ Systems
elevating logistics
The L YNGSOE Software contains proprietary and confidential information of L YNGSOE. including copyrights, trade secrets and trademarks contained therein, which are protected by lntematlonal copyright laws. Tille to and ownership of the L YNGSOE Software, including without /Imitation all intellectual property rights therein and thereto, are and shall remain the exclusive property of L YNGSOE and its suppliers, and except for the limited license granted to you, L YNGSOE reserves all right, title and interest in and to the L YNGSOE Software. You shall not take any action to jeopardize, limit or interfere with L YNGSOE's ownership of and rights with respect to the L YNGSOE Software. You acknowledge that any unauthorized copying or unauthorized use of the L YNGSOE Software Is a vlolation of this Agreement and copyright laws and is strictly prohibited.

5. TERMS AND TERMINATION
(a) This Agreement will be effective as of the date you accept this Agreement, thereby expressly agreeing to the tenns and conditions set forth herein, and will remain effective until terminated by either party as set forth below. (b) You may terminate this Agreement at any time provided you cease all use of the L YNGSOE Software AND destroy or remove from all hard drives, networks, and other storage media all copies of the L YNGSOE Software in your possession. L YNGSOE may terminate this Agreement If you do not comply with the terms and conditions of this agreement by providing notice to you and/or preventing your access to the L YNGSOE Software.
(c) Upon termination of this Agreement for any reason (i) all licenses and rights to use the L YNGSOE Software shall terminate and you must remove the L YNGSOE Software from your computer equipment and dispose of all originals and copies of the L YNGSOE Software in your possession, and (ii) Sections 2, 4, 5(b), and 6 through 11 shall survive such termination.

6. YOUR REPRESENTATIONS AND WARRANTIES
(a) You represent and warrant that (I) you possess the legal right and ability to enter Into this Agreement and to comply with Its tenns, (II) you wf/1 use the L YNGSOE Software for lawful purposes only and in accordance with this Agreement and all applicable laws, regulations and policies, (iii) you will not attempt to decompile, reverse engineer or hack the L YNGSOE Software to defeat or overcome any encryption and/or other tee/mica/ protection methods implemented by L YNGSOE with respect to the L YNGSOE Software and/or data transmitted, processed or stored by L YNGSOE or other users of the L YNGSOE Software, (iv) you wll/ not take any steps to interfere with or in any manner compromise any of L YNGSOE security measures, any other individual's or entity's computer on the Network and/or otherwise sharing Services, (v) you will always provide and maintain true, accurate, current and complete Information as requested by L YNGSOE, and (vi) you will only use the L YNGSOE Software on computer equipment on which such use Is authorized by the computer's owner.
(b) You agree that you will not use any automatic or manual device or process to interfere or attempt to interfere with the proper working of the L YNGSOE Software, except to remove the L YNGSOE Software from computer equipment of which you are an owner or authorized user in a manner permitted by this Agreement. You may not violate or attempt to violate the security of the L YNGSOE Software.

L YNGSOE reserves the right to investigate occurrences which may involve such violations, end may involve, and cooperate with, law enforcement authorities in prosecuting users who have participated in such violations. (c) If L YNGSOE has reasonable grounds to suspect that your representations, warranties or promises are Inaccurate or breached, L YNGSOE may terminate this license, deny any or all use of the L YNGSOE Software, and pursue any appropriate legal remedies.

7. DISCLAIMER OF WARRANTIES
(a) THE L YNGSOE SOFTWARE IS PROVIDED "AS IS" AND THERE ARE NO WARRANTIES, CLAIMS OR REPRESENTATIONS

MADE BY L YNGSOE, EITHER EXPRESS, IMPLIED, OR STATUTORY, WITH RESPECT TO THE L YNGSOE SOFTWARE,

INCLUDING WARRANTIES OF QUALITY, PERFORMANCE, NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A

PARTICULAR PURPOSE, NOR ARE THERE ANY WARRANTIES CREA TED BY COURSE OF DEALING, COURSE OF PERFORMANCE, OR TRADE USAGE. LYNGSOE FURTHER DOES NOT REPRESENT OR WARRANT THAT THE LYNGSOE

SOFTWARE WILL ALWAYS BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY, SECURE, ACCURATE, COMPLETE,

ERROR-FREE, OR WILL OPERATE WITHOUT PACKET LOSS, NOR DOES LYNGSOE WARRANT ANY CONNECTION TO OR TRANSMISSION FROM THE INTERNET.
(b) YOU ACKNOWLEDGE THAT THE ENTIRE RISK ARISING OUT OF THE USE OR PERFORMANCE OF THE L YNGSOE SOFTWARE REMAINS WITH YOU TO THE MAXIMUM EXTENT PERMITTED BY LAW. (c) As some jurisdictions do not allow some of the exclusions set forth in this Section 8, some of these exclusions may not apply to you.

8. LIMITATION OF LIABILITY
(a) IN NO EVENT SHALL L YNGSOE, ITS AFFILIATES, PARENT COMPANIES, SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR NETWORK SERVlCE PROVIDERS BE LIABLE WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE (WHETHER ACTIVE, PASSIVE OR IMPUTED), PRODUCT LIABlLITY OR STRICT LIABILITY OR OTHER

THEORY), FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION

ANY LOSS OF DATA, SERVICE INTERRUPT/ON, COMPUTER FAILURE OR PECUNIARY LOSS) ARISING OUT OF THE USE OR

INABILITY TO USE THE L YNGSOE SOFTWARE, EVEN IF L YNGSOE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

October 23, 2017
185.097.006

Proposal No. B25561-000
Santa Clara City Library
Central Park Branch
•use or disclosure of proposal data Is subject to the restriction(s) on the confidentiality page of this proposal." ■
■■ Lyngsoe
■■ Systems
elevating logistic s
(b) Support for the L YNGSOE Software is not always provided directly by L YNGSOE. Please refer to Manufacturer's or Reseller's documentation to understand your rights, if any, to technical or product support to the L YNGSOE Software. (c) As some Jurisdictions do not allow some of the exclusions set forlh in this Section 9, some of these exclusions may not apply to you.

9. General Provisions
L YNGSOE reserves all rights not expressly granted herein. L YNGSOE may modify this Agreement at any lime by providing such revised Agreement to you or posting the revised Agreement on its website located at www. LYNGSOE.com. Your continued use of the L YNGSOE Software shall constitute your acceptance of such revised Agreement. You may not assign this Agreement or any rights hereunder. Nothing In this Agreement shall constitute a partnership or joint venture between you and L YNGSOE. Should any term or provision hereof be deemed invalid, void or unenforceable either In Its entirety or in a particular application, the remainder of this Agreement shall nonetheless remain in full force and effect. The failure of L YNGSOE at any time or times to require performance of any provision hereof shall in no manner affect tts right at a later time to enforce the same unless the same is waived in writing. This Agreement shall be governed by and construed in accordance with the Maryland laws v.1thout regard to its conflict of law rules. Any legal proceeding arising out or relating to this Agreement will be subject to the exclusive Jurisdiction of any court of Maryland and you irrevocably consent to the jurisdiction of such courts. The terms set forth in this Agreement and any related service agreements constitute the final, complete and exclusive agreement with respect to the L YNGSOE Software and may not be contradicted, explained or supplemented by evidence of any prior agreement, any contemporaneous oral agreement or any consistent additional terms. L YNGSOE may at its sole discretion assign this Agreement to a subsidiary or sister company, without giving prior notice. YOU EXPRESSLY ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND UNDERSTAND THE RIGHTS, OBLIGATIONS, TERMS AND CONDITIONS SET FORTH HEREIN. BY CONTINUING TO INSTALL THE L YNGSOE SOFT\NARE, YOU EXPRESSLY CONSENT TO BE BOUND BY ITS TERMS AND CONDITIONS AND GRANT TO L YNGSOE THE RIGHTS SET FORTH HEREIN.
© Lyngsoe Systems A/S 2015, Lyngsoe End User License version effective as of 1 July 2015.

APPENDIX2

L YNGSOE TERMS FOR ENGINEERED GOODS
In the event that the Goods referred to in the GTCS are "made to order" ('Engineered Goods"), the following conditions shall apply in addition to the applicable terms of the GTCS and any written agreement between the parties regarding such Engineered Goods.

1. Tools

1. Any auxiliary models, tools, models, molds etc. (hereinafter referred to as 'Tools"} produced or manufactures by L YNGSOE whilst completing the contractually agreed wort< do not constitute an integral part of the work performance of developing and/or manufacturing the Engineered Goods, and will remain the property of L YNGSOE. L YNGSOE will store the Tools for a period of 6 months following acceptance of the Engineered Goods by the Principal, without acknowledging any legal obligation in this respect.

2. Acceptance and Tests
Insofar as the Engineered Goods calls for an approval test, this test must be carried out without undue delay on the part of the Customer.

Should the Customer fail to approve the Engineered Goods within 14 days of notice of completion and/or delivery, the Engineered Goods will be considered to have been duly approved and accepted, provided that during this period there has been no complaint of any defect which would impede acceptance. A parllal approval test may, in accordance with the above-mentioned provisions, be requested for Independent partial performances.

3. Inventions
In the event of any Inventions which might lead to industrial property rights arising as a result of the contractually agreed work for the Engineered Products, then the only party entitled to register such intellectual property rights will be the party whose employees or agents have made the invention. If, in the context of the contractually agreed wort< for the Engineered Products, inventions are made In which the employees or agents of more than one party are involved (hereinafter referred to as "Joint Inventions"}, then separate arrangements will be made in each individual case to decide who is to register any intellectual property rights and where.

Registration may also be made Jointly, In which case each party will bear the proportion of the costs commensurate with its share in the invention. In the event of Joint Inventions or joint property rights and/or copyrights, each party is entitled, at any time, to waive its share in favour of the other party. The party waiving such rights will, In a timely manner, make any provisions and arrangements necessary to enable the other party to protect its Interests.

CONFIDENTIALITY
Information, data and drawings embodied In this proposal are strictly confidential and are supplied on the understanding that they will be held confidentially and not disclosed to third parties v~thout the prior written consent of Lyngsoe Systems.

October 23, 2017
185.097.006

Proposal No. 825561-000
Santa Clara City Library
Central Park Branch
"Use or disclosure of proposal data is subject to the restriction(s) on the confidentiality page of this proposal. • ■
■■ Lyng soe
■■ Systems
cfev;;ting logistics
Lyngsoe ackno\Medges that the City of Santa Clara Is a public agency subject to the requirements of the California Public Records Act. The city shall notify Lyngsoe of requests for records that Lyngsoe has deemed confidential. Lyngsoe shall be solely responsible for taking whatever legal steps are necessary to protect those records and prevent release of those records. If Lyngsoe does not take action, the city shall be permitted to comply with the request and is not required to defend against it

PIGGYBACK CLAUSE
Under mutua l agreement , any publicly funded city, county, district, agency or similar entity shall have the authority to purchase specified goods/services directly from L YNGSOE under the terms and cond itions of this contract. L YNGSOE agrees to extend identical pricing and services to other public agencies for the same terms. Each contracting agency will execute a separate contract with L YNGSOE for its requirements. Any ordering and billing shall take place directly between L YNGSOE and such entity October 23, 2017
185.097 .006

Proposal No. B25561-000
Santa Clara City Library
Central Park Branch
"Use or disclosure of proposal data is subject to the restriction(s) on the confidentialil y page of this proposal."

AGREEMENT FOR THE PERFORMANCE OF SERVICES

BY AND BETWEEN THE

CITY OF SANTA CLARA , CALIFORNIA,
AND
LYNGSOE SYSTEMS, INC.

EXIIlBITB

FEE SCHEDULE
Contractor shall provide equipmen t and maintenance for the costs below and as outlined on pages 21 - 23 of the proposa l (attached to Exhibit A):

Equipment pricing:

Equipment:
9% Sales Tax:

Total equipment:
$248,255.00
$ 22,342.95
$270,597.95
Five-Year Service Plan, including service prepayment discounts:
$54,134.00
1n no event shall the amount billed to City by Contractor for services under this Agreement exceed three hundred , twenty four thousand , seven hundred tbiTty one dollars and 95 cents ($324,731.95) , subject to budget appropriations.

Agreement with Lyngsoe Systems, Tnc./Fee Schedule/Exhibit B Rev. 06/22/17

AGREElVIENT FOR THE PERFORMANCE OF SERVICES

BY AND BETWEEN THE

CITY OF SANTA CLARA, CALIFORNIA,
AND
L YNGSOE SYSTEMS , INC.

EXHIBITC

INSURANCE REQUIREMENTS
Without limiting the Contractor's indemnification of the City, and prior to commencing any of the Services required under this Agreement, the Contractor shall provide and maintain in full force and effect , at its sole cost and expense, the following insurance policies with at least the indicated coverages , provis ions and endorsements:

COMMERCIAL GENERAL L1AB1LJTY lNSURANCE
Commercial General Liability Insurance policy which provides coverage at least as broad as Insurance Services Office form CG 00 01. Policy limits are subject to review, but shall in no event be less than, the following:
$1,000,000 Each Occun-ence
$2,000,000 General Aggregate
$2,000,000 Products /Completed Operations Aggregate
$1,000,000 Personal Injury
Exact structure and layering of the coverage shall be left to the discretion of Contractor; however, any excess or umbrella poLicies used to meet the required limits shall be at least as broad as the underlying coverage and shall otherwise follow fonn.

The following provisions shall apply to the Commercial Liability policy as well as any umbrella policy maintained by the Contracto r to comply with the insurance requirement s of this Agreement:

Coverage shalt be on a "pay on behalf ' basis with defense costs payable in addition to policy limits ;
There shall be no cross liability exclusion which precludes coverage for claims or suits by one insured against another; and
Coverage shall apply separate ly to each insured against whom a claim is made or a suit is brought, except with respect to the limits of liability.

Agreement with Lyngsoe Systems, Inc./Insurance Requirements/Exhibit C Rev. 06/22/ 17
Page l of4

BUSINESS AUTOMOBJLE LIABTLITY INSURANCE
Business automob ile liability insurance policy which provides coverage at least as broad as ISO form CA 00 01 with policy limits a minimum limit of not less than one million dollars($] ,000,000) each accident using , or providing coverage at least as broad as, Insurance Services Office form CA 00 Ol. Liability coverage shall apply to all owned, non-owned and hired autos.
1n the event that the Work being performe d under this Agreement involves transporting of hazardous or regulated substances, hazardous or regulated wastes and/or hazardous or regulated materials, Contractor and/or its subcontractors involved in such activities shall provide coverage with a limit of two million dollars ($2,000,000) per accident covering transportation of such materials by the additio n to the Business Auto Coverage Policy of Environmental Jmpairment Endorsement MCS90 or Insurance Services Office endorsement form CA 99 48, which amends the pollution exclus ion in the standard Business Automobile Po.licy to cover pollutants that are in or upon, being transported or towed by, being loaded onto, or being unloaded from a covered auto.

WORKERS' COMPENSATION
Workers' Compensation Insurance Policy as required by statute and employer's liability with limits of at least one million dollars ($1,000,000) policy limit Bodily Jnjury by disease, one million dollars ($1,000,000) each accident/Bodi ly Injury and one million dollars ($1,000,000) each employee Bodily Injury by disease.

The indemnification and hold ham1less obligations of Contractor included in this.

Agreement shall not be limited in any way by any limitation on the amount or type of damage , compensation or benefit payable by or for Contractor or any subcontractor under any Workers' Compensation Act(s), Disability Benefits Act(s) or other employee benefits act(s).

This policy must include a Waiver of Subrogation in favor of the City of Santa Clara, its City Council, commissions, officers , employees, volunteers and agents.

COMPLIANCE WITH REQUIREMENTS
All of the following clauses and/o r endorsemen ts, or similar provisions, must be part of each commercia l general liability policy, and each umbrella or excess policy.

Additiona l Insureds. City of Santa Clara, its City Council, commissions, officers , employees, volunteers and agents are hereby added as add itional insureds in respect to liability arising out of Contractor's work for City , using Insurance Services Office (ISO) Endorsement CG 20 l O 11 85 or the combination of CG 20 IO 03 97 and CG 20 37 l O O 1, or its equivalent.

Primaiy and non-contiibu ting. Each insurance policy provided by Contractor shall contain language or be endorsed to contain wording making it primary insurance as respects to, and not requiring contribution from, any other insurance which the Agreement with Lyngsoe Systems, Inc./Insurance Requ irements/Exhibit C Rev. 06/22/17

Indemnities may possess , including any self-insurance or self-insu red retention they may have. Any other insurance Indemn ities may possess shall be considered excess insurance only and shall not be called upon to contribute with Contractor ' s insurance.

Cancellation.

Each insurance policy shall contain language or be endorsed to reflect that no cancellation or modification of the coverage provided due to non-payment of premiums shall be effective until written notice has been given to City at least ten (10) days prior to the effective date of such modification or cancellation. In the event of non-renewal, written notice shall be given at least ten (l 0) days prior to the effective date of non-renewal.

Each insurance policy shall contain language or be endorsed to reflect that no cancellation or modification of the coverage provided for any cause save and except non-payment of premiums shall be effective unti I written notice has been given to City at least thirty (30) days prior to the effective date of such modification or cancellation. ln the event of non-renewal, written notice shall he given at least thirty (30) days prior to the effective date of non-renewal.
-Othe r Endorsements. Other endorsements may be required for policies other than the commercial general liability policy if specified in the description ofrequired insurance set forth in Sections A through D of this Exhibit C, above.

ADDIT IONAL INSURANCE RELATED PROVISIONS
Contractor and City agree as follows:

Contractor agrees to ensu re that subcontractors, and any other party involved with the Services who is brought onto or involved in the performance of the Services by Contractor, provide the same mfaimum insurance coverage required of Contractor , except as with respect to limits. Contractor agrees to monitor and review all such coverage and assumes all responsib ility for ensuring that such coverage is provided in confo1mity with the requirements of this Agreement.

Contractor agrees that upon request by City, all agreements with, and insurance compliance documents provided by, such subcontractors and others engaged in the project will be submitted to City for review.

Contractor agrees to be responsible for ensuring that no contract used by any party involved in any way with the project reserves tl1e right to charge City or Contracto r for the cost of additiona l insurance coverage required by this Agreement. Any such provisions are to be deleted with reference to City. It is not the intent of City to reimburse any third party for the cost of complying with these requirements. There shall be no recourse against City for payment of premiums or other amounts with respect thereto.

Agreement with Lyngsoe Systems, Inc./Insurance Requirements/Exhibit C Rev. 06/22/17

The City reserves the right to withhold payments from the Contractor in the event of material noncompliance with the insurance requirements set forth in this Agreement.

EVIDENCE OF COVERAGE
Prior to commencement of any Services under this Agreement, Contractor , and each and every subcontractor (of every tier) shall, at its sole cost and expense , provide and maintain not Jess than the minimum insurance coverage with the endorsements and deductib les indicated in this Agreement. Such insurance coverage shal1 be maintained .with insurers, and under forms of policies, satisfactory to City and as described in this Agreement. Contractor shall file with the City all ce1tificates and endorsements for the required insurance policies for City's approval as to adequacy of the insurance protection.

EVIDENCE OF COMPLIANC E
Contracto r or its insurance broker shall provide the required proof of insurance compliance, consisting of Insurance Services Office (ISO) endorsement forms or their equivalent and the ACORD fo1m 25-S certificate of insurance ( or its equivalent) , evidenc ing all required coverage shall be delivered to City, or its representative as set forth below, at or prior to execution of this Agreement. Upon City's request, Contractor shall submit to City copies of the actual insurance policie s or renewa ls or replacement s.

Unless otherwise required by the tenns of this Agreement , all certificates, endorsements, coverage verifications and other items required to be delivered to City pursuant to this Agreement shall be mailed to:

EBIX Inc.

City of Santa Clara , Library Dept.

P.O. Box 100085 - S2 or 1 Ebix:Way
Duluth, GA 30096
Telephone numb er:

Fax number:

Email address:

QUALIFYING INSURERS
John's Creek, GA 30097
95 1-766-2280
770-325-0409
[email protected]
.All of the insurance companies providin g insurance for Contractor shall have, and provide written proof of, an A. M. Best rating of at least A minus 6 (A- VI) or shal l be an insurance company of equal financial stabjlity that is approved by the City or its insurance compliance representatives.

Agreement with Lyngsoe Systems, lnc./lnsurance Requirements/Exhibit C Rev. 06/22/17

AGREEMENT FOR THE PERFORMANCE OF SERVICES

BY AND BETWEEN THE

CITY OF SANTA CLARA, CALIFORNIA,
AND
L YNGSOE SYSTEMS, INC.

EXHIBITD

ETHICAL STANDARDS FOR CONTRACTORS SEEKING TO ENTER INTO AN

AGREEMENT WITH THE CITY OF SANTA CLARA, CALIFORNIA
Termination of Agreement for Certain Acts.

A. The City may, at its sole discretion, terminate this Agreement in the event any one or more of the following occurs:

1. If a Contractor 1 does any of the following:
a. Is convicted2 of operating a business in violation of any Federal, State or local law or regu lation;
b. Is convicted of a crime punishable as a felony involving dishonesty3; c. Is convicted of an offense involving dishonesty or is convicted of fraud or a criminal offense in connect ion with: (1) obtaining ; (2) attempting to o"btain; or, (3) performing a public contract or subcontract; d. Is convicted of any offense which indicates a lack of bus iness integrity or business honesty which seriously and directly affects the present responsibility of a City contractor or subcontractor; and/or, e. Made (or makes) any false statement(s) or representation(s) with respect to this Agreement.

For purposes of this Agreement, the word "Consultant" (whether a person or a legal entity) also refers to "Contractor" and means any of the following: an owner or co-owner of a sole proprietorship; a person who controls or who has the power to control a business entity; a general partner of a partnership; a p1incipal in a joint venture; or a primary corporate stockholder [i.e., a person who owns more than ten percent (10%) of the outstanding stock of a corporation] and who is active in the day to day operations of that corporation. 2 For purposes of this Agreement, the words "convicted" or "conviction" mean a judgment or conviction of a criminal offense by any court of competent jurisdiction, whether entered upon a verdict or a plea, and includes a conviction entered upon a plea ofnolo contendere within the past five (5) years.

As used herein, "dishonesty" includes, but is not limited to, embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, failure to pay tax obligations, receiving stolen prope1ty, collusion or conspiracy.

Agreement with Lyngsoe Systems, Inc./Ethical Standards for Contractors/Exhibit D Rev. 06/22/17
Page I of2

2. If fraudulent, criminal or other serio usly improper conduct of any officer, director, shareholder, partner, employee or other individual associate d with the Contractor can be imputed to the Contractor when the conduct occmred in connection with the individua l's petforma nce of duties for or on behalf of the Contractor , with the Contractor's knowledge, approval or acquiescence , the Contractor's acceptance of the benefits derived from the conduct shall be evidence of such knowledge, approval or acquiescence.

B. The City may also terminate this Agreement in the event any one or more of the following occu rs:

1. The City determines that Cont ractor no longer has the financial capa bility 4 or
business experience 5 to perform the terms of, or operate under, this Agreement; or,

2. If C ity dete1mines that the Contractor fails to submit information, or submits false infonnation , which is requi red to perform or be awarded a cont ract with City, including , but not limite d to, Contracto r' s failure to maintain a required State issued license, failure to obtain a City bus iness license (if applicable) or failure to prov ide and maintain bonds and/or insurance policies required under this Agreement.

C. In the event a prospective Contractor (or bidder) is ruled ineligible (debaned) to participate in a contract award process or a contract is terminated pursuant to these provisions, Contractor may appea l the City's action to the City Council by filing a written request with the City Clerk within ten ( 10) days of the notice given by City to have the matter heard. The matter will be heard withjn thirty (30) days of the filing of the appeal request with the City Clerk. TI1e Contractor wi ll have tl1e burden of proof on the appeal.

The Contractor shall have the opportunity to present evidence, both oral and documenta ry, and argument.
4 Contractor becomes insolvent, transfers assets in fraud of creditors, makes an assignm ent for the benefit of creditors, files a petition under any section or chapter of the federal Bankmptcy Code (11 U.S.C.) , as amended, or under any similar law or statute of the United States or any state thereof, is adjudged bankrupt or insolvent in proceedings under such laws, or a receiver or trustee is appointed for all or substantially all of the asset s of Contractor.

Loss of personnel deemed essential by the City for the successful performance of the obligat ions of the Contractor to the City.

Agreement with Lyngsoe Systems, Inc./Ethical Standards for Contractors /Exhibit D Rev . 06/22/17

11/28 /2017 4:5 0 PM FROM: FaK Neil Gil lott TO: 14082479 657 PAGE: 003 OF 003 AGREEI\-'.IENT .FOR TUE.PERFO~ANCE oi?·sitRvic:ts
. BY :AND.J3lffW-EEN .'.fH:E
-Cl~fY Olr:SANTA.·CLARA, CALIFORNIA,
AN))
rjtN'c;.,~oE svst ttMS, iNC.

EXlilnITE
·AFFiD.AViT .o'F'l::'.OJ\.IPLIANCE WITH ETI·IICAL STANilARllS· · i.hcrep;fstate. tba.(Lha v·e read ,fad understand tbe:Ia~guage, en:titled ''£1:liical. Startdarc:fo": setfoit h . in· Exhibh D. r have the authonty to make :these representations on my-0wn behalf or. on·befoi.lfof the:legal e.nti.t,Y:i,:lenti.fied :li.er<iin. fh~w -exao.1ined appro_prl:ate .bus-niess rec"Qi'dt.; an'q t ha,ve made ap.propriate 'inquiry ·of those indiv iduals potentially 'included. w'ithin'the-de.finitiofi l)f "Coiitra.ctoi>' eontained;h:i.t~tlu\:at Sta.n,d.ittds ar foQtnQtc,{ l;
Based-an my re\iie'.\r·ofllie iippropri.1ifo d&i.mients :aiid my 'good-:fo.itfu:eview.of'the)1_ec'e'ssafy ·fuqiliry resp0.nses, 1 hertby S1ai'e· that neiU1e-r the.btisiness enHtyno.i: any :jndividua:f(s) be1onging . tiir said '~Contractor:' ciiteg.oty:.[i:e,, owrter or c.o--owher·of a sdfe_pi·qprietorship, genedi. partner, . -pe~on \vb.o .i;)orttn>-Ls ot ·b:a:s .power 'to eontto1 a bus-iness entity,. etc.) :has :been convided-o t; any one :ol"mo:te·oftli:e:cr.iriles identified:in.the. Ethical ·standards w itlii:n the past ·u.ve (~) years-. . The above assertions-are; true anckorre ct aild arn>mad-e·m1der: pct1alty ofimrjoiy:uiid:er•tbilaws of tlie ·siat~ o e cabforni~. · · · · .. · ,_
.L YNGSOE:SYSTEM~ :,lNC .
. . . : . • ~ oorpora_tion ...
· · • :✓./ .h .,.;,,~ -- -··:
.By: .. -:?~-- .. /t,.,<.~~: .--.· __ -:---•-~·-. ··:··· . · .Signature of Alithorized~&mor.Rep-res€!b.t.ative
:.Name: ·cory McC-0-y
Tfrie: P.r.e.sideut

AGREEMENT FOR THE PERFORMANCE OF SERVICES

BY AND BETWEEN THE

CITY OF SANTA CLARA, CALIFORNIA,
AND
LYNGSOE SYSTEMS, INC.

EXHIBITF
MlLESTONESCHEDULE

PRELIMINARY PROJECT SCHEDULE
This project sched ule represents a framework schedule for each site.

Contract Signature/Letter of Authorization: Receipt of PO Drawings Approved : 1 weeks At Receipt of Order (ARO)
Shipment : 14 weeks ARO
Start Installation : 1 8 weeks ARO
Installation Completed : 20 weeks ARO
Final Acceptance (Stat1 of Warranty): 20 weeks ARO
Agreement with Lyngsoe Systems , Jnc./Milestone Schedule/Exhibit F Rev. 06/22/17

City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
25-1229 Agenda Date: 2/11/2025

REPORT TO COUNCIL

SUBJECT
Action on Amendment No. 1 to the Agreement with Superion, LLC, for Residential and Business Alarm Management Software and Related Services

COUNCIL PILLAR
Deliver and Enhance High Quality Efficient Services and Infrastructure

BACKGROUND
On January 9, 2020, the City Council approved an agreement with Superion, LLC (a subsidiary of CentralSquare) to manage the City’s residential and business alarm systems through a platform called CryWolf. For the purposes of this report, the third-party vendor will be referred to as Superion.

The agreement included three initial years of service with two optional one-year extensions, which are set to expire on February 20, 2025. There were no upfront costs of annual maintenance fees as part of this Agreement. Instead, the two parties agreed to a split of the estimated revenue, Superion (24%) and the City (76%). Per the Agreement, program costs, such as bank fees, citizen overpayments (if any), credit card fees (if any), and mailing costs (postage, paper and envelopes) at U.S. Post-Office first-class rate have been withheld from gross collections before revenue sharing percentages are applied. Any certified mail requirements have also been billed separately on a monthly basis and not subject to the revenue share division. The revenue estimates have been included in the Operating Budget, and Chapter 8.40 Security Alarm Systems and Municipal Fee Schedule was adjusted to reflect the third-party management of the program.

The services provided under the agreement also include:
· Secure 24/7 online access to account information through an agency dedicated website. · Recording of program-related telephone calls through Superion’s call center, which ensures high level of customer service, consistent and courteous communications, support for 175 spoken languages, and options for the hearing impaired. · Automated alarm disposition, eliminating the need for manual processing. · Automated data collection and reporting.

In the original Report to Council (#19-809, December 10, 2019), staff stressed the operational efficiencies a third-party vendor such as Superion would provide to the Police and Finance Department’s in managing this program. The report referenced estimated revenue at $186,960 to the City annually. While the revenue actually received is less than this estimate, it is still a more efficient model than bringing the program in-house. It is important to note that the cost to the City to administer a false alarm regulatory program in-house would include multiple classifications in both the Police and Finance Department to manage.

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The sheer volume of actions performed (71,363), notices prepared (42,302) and hearings conducted (1,217) combined with Superion’s 80% success rate on collection for invoices is an expertise and workload that a third-party effectively brings with subject matter expertise.

DISCUSSION
Program Data Since Inception of the Agreement
Prior to use of the Superion program, false alarm permit management and fee collection was a largely manual process conducted by in-house staff. This process was inefficient and ineffective. In late 2019, the City had 9,144 permits, split roughly evenly between residential and commercial permits, which included a large percentage of inactive systems. The Superion program went live on January 1, 2021. Since that time, the number of registrations to be managed (i.e., active registrations) has been reduced to 4,503 (again, split roughly evenly between residential and commercial).

Year Number of New
Residential Registrations
Number of New Non-Residential
Registrations
2020 8 15
2021 1,466 1,432
2022 358 267
2023 318 231
2024 240 168
TOTAL 2,390 2,113
From January 1 through October 7, 2019, Public Safety Dispatchers received 2,973 alarm dispatch requests; 460 of these calls were cancelled while a police officer was en route (which reduces the draw on departmental resources), 2,498 were determined to be false alarms upon officer arrival and investigation on scene (e.g. user error, mechanical issue, etc.), and 15 were valid over the designated timeframe.

Since the inception of the program, as reflected in the table below, the number of false alarm calls has been significantly reduced, and the number of cancelled calls has significantly increased, resulting in increased efficiencies for the Department. For example, in calendar year 2024, the Police Department received 2,226 false alarm calls as compared with 2,973 in the first eight months of 2019. False Alarm calls cancelled en route increased from 460 to 554.

Year Number of
Residential
False Alarm
Calls
Number of Non-
Residential
False Alarm
Calls
Number of
False Alarm
Calls Cancelled
Number of
False Alarm
Calls that
Required a
Police Report
2021 415 1,408 527 12
2022 361 1,640 575 12
2023 351 1,667 580 12
2024 291 1,374 554 7
TOTAL 1,418 6,089 2,236 43City of Santa Clara Printed on 2/7/2025Page 2 of 4 powered by Legistar™
25-1229 Agenda Date: 2/11/2025
Year Number of
Residential
False Alarm
Calls
Number of Non-
Residential
False Alarm
Calls
Number of
False Alarm
Calls Cancelled
Number of
False Alarm
Calls that
Required a
Police Report
2021 415 1,408 527 12
2022 361 1,640 575 12
2023 351 1,667 580 12
2024 291 1,374 554 7
TOTAL 1,418 6,089 2,236 43
Permit and False Alarm Fees and Revenue
Through December 31, 2024, Superion has billed a gross of $972,156. Of this gross amount, the amount collected by Superion is $749,532. From this collected amount, programmatic expenses were first subtracted, followed by a contractual split of the remaining balance between the City and Superion. This split resulted in $569,644 distributed to the City.

The proposed Fiscal Year 2025/26 Municipal Fee Schedule rates, tentatively scheduled to be adopted by City Council in April 2025, maintains the fees at the same rate as adopted at program inception in Fiscal Year 2019/20, as set forth in the table below. The fees associated with permits and false alarm calls have not changed since inception, and are not proposed to be increased in association with the proposed Amendment No. 1.

Fee Description Cost
Alarm Permit (initial) $37.00
Alarm Permit (annual renewal or reinstatement) $15.00
Annual Renewal Late Fee $25.00
Penalty for Non-Registration $50.00
False Alarm (first offense) No charge
False Alarm (second offense) $50.00
False Alarm (third offense) $115.00
False Alarm (fourth offense, $25.00 penalty) $140.00
False Alarm (fifth and subsequent offenses, $50.00 penalty) $165.00 Hold-up Alarm $125.00 in addition to
alarm fees noted above
Continuation of the Superion Program
Superion’s platform has streamlined processes, increased efficiency in managing alarm permits and responding to valid alarms and reduced the administrative workload for public safety departments caused by false alarms. To maintain these operational benefits, staff is seeking approval to execute Amendment No. 1 to the agreement with Superion to extend the term for an additional five years through February 20, 2030.

Compensation will remain as a fixed revenue-sharing split of 24% to Superion and 76% to the City.

Program costs, such as bank fees, citizen overpayments (if any), credit card fees (if any), and mailing costs (postage, paper and envelopes) at the U.S. Post Office first-class rate, will be deducted from gross collections before revenue-sharing percentages are applied. Any certified mail requirements will be billed separately on a monthly basis and not subject to the revenue share division.

The original agreement with Superion was awarded on a sole-source basis due to its unique integration capabilities with the City’s Computer Aided Dispatch (CAD) system and the financial management system. Transitioning to a different system would require significant time, effort, and City of Santa Clara Printed on 2/7/2025Page 3 of 4
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25-1229 Agenda Date: 2/11/2025
cost including reconfiguration and redevelopment to integrate with the CAD and the City’s financial management system.

Prior to the agreement’s expiration in February 2030, staff will review the Superion platform and evaluate whether it continues to meet the City’s requirements. If it is determined that that platform no longer aligns with the City’s needs, staff will initiate a competitive procurement process to identify alternative solutions.

ENVIRONMENTAL REVIEW
The action being considered does not constitute a “project” within the meaning of the California Environmental Quality Act (“CEQA”) pursuant to CEQA Guidelines section 15378(b)(5) in that it is a governmental organizational or administrative activity that will not result in direct or indirect changes in the environment.

FISCAL IMPACT
There are no up-front costs or annual maintenance fees. Instead, Superion is compensated through a revenue-sharing split with 24% allocated to Superion and 76% allocated to the City of Santa Clara.

The Amendment does not modify this percentage split. In addition, the Amendment does not necessitate any alteration of the existing applicable municipal fees. This agreement has been factored into the annual operating budget.

COORDINATION
This report has been coordinated with the Finance Department and the City Attorney’s Office.

PUBLIC CONTACT
Public contact was made by posting the Council agenda on the City’s official-notice bulletin board outside City Hall Council Chambers. A complete agenda packet is available on the City’s website and in the City Clerk’s Office at least 72 hours prior to a Regular Meeting and 24 hours prior to a Special Meeting. A hard copy of any agenda report may be requested by contacting the City Clerk’s Office at (408) 615-2220, email [email protected] or at the public information desk at any City of Santa Clara public library.

RECOMMENDATION

1. Authorize the City Manager or designee to execute Amendment No. 1 to the Agreement with Superion, LLC for residential and business alarm management software and related professional services to add up to five additional one-year periods to extend the term of the agreement through February 20, 2030, in a final form approved by the City Attorney; and

2. Authorize the City Manager or designee to take any actions as necessary to implement and administer the Agreement with Superion, LLC and negotiate and execute amendments to add or delete services consistent with the scope of services, in a final form approved by the City Attorney.

Reviewed by: Cory Morgan, Chief of Police
Approved by: Jovan Grogan, City Manager

ATTACHMENTS

1. Amendment No. 1 to Agreement with Superion, LLC

2. RTC 20-26 and Executed Agreement with Superion, LLC
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Amendment No. 1 to Agreement/Superion, LLC Page 1
Rev. 10/25/2019
Ebix Insurance No. S200004369

AMENDMENT NO. 1

TO THE AGREEMENT FOR SERVICES

BETWEEN THE

CITY OF SANTA CLARA, CALIFORNIA,
AND

SUPERION

PREAMBLE
This agreement (“Amendment No. 1”) is entered into between the City of Santa Clara, California, a chartered California municipal corporation (City) and Superion, a Delaware limited liability company, (Contractor). City and Contractor may be referred to individually as a “Party” or collectively as the “Parties” or the “Parties to this Agreement.”

RECITALS
A. The Parties previously entered into an agreement entitled “Agreement for Services between the City of Santa Clara, California, and Superion, dated February 4, 2020 (Agreement); and
B. The Parties entered into the Agreement for the purpose of having Contractor provide residential and business alarm management software, and the Parties now wish to amend the Agreement to add an additional five one-year renewals to renew the term of the Agreement through February 20, 2030.

NOW, THEREFORE, the Parties agree as follows:

AMENDMENT TERMS AND CONDITIONS

1. Section 2 of the Agreement, entitled “TERM OF AGREEMENT” is amended to read as follows:

Unless otherwise set forth in this Agreement or unless this paragraph is subsequently modified by a written amendment to this Agreement, the term of this Agreement shall commence upon the date it is signed by both parties (the “Effective Date” and shall continue for a period of three (3) years after the Effective Date. Thereafter this contract shall automatically renew for additional one year periods, with a maximum of seven (7) additional one year periods, unless SANTA CLARA notifies the CONTRACTOR or the CONTRACTOR notifies SANTA CLARA in writing no later than ninety (90) days prior to the expiration of the initial or any annual renewal term that the CITY or CONTRACTOR wishes to terminate this Agreement.

Amendment No. 1 to Agreement/Superion, LLC Page 2
Rev. 10/25/2019

2. Except as set forth herein, all other terms and conditions of the Agreement shall remain in full force and effect. In case of a conflict in the terms of the Agreement and this Amendment No. 1, the provisions of this Amendment No. 1 shall control.

The Parties acknowledge and accept the terms and conditions of this Amendment No. 1 as evidenced by the following signatures of their duly authorized representatives.

CITY OF SANTA CLARA, CALIFORNIA
a chartered California municipal corporation

Approved as to Form: Dated:

GLEN R. GOOGINS
City Attorney

JŌVAN D. GROGAN
City Manager
City of Santa Clara
1500 Warburton Avenue
Santa Clara, CA 95050
Telephone: (408) 615-2210
Fax: (408) 241-6771
“CITY”

SUPERION, LLC
a Delaware limited liability company

Dated:

By (Signature):

Name:

Title:

Principal Place of
Business Address:

Email Address:

Telephone: ( )
Fax: ( )
“CONTRACTOR”
20-26

REPORT TO COUNCIL

SUBJECT
City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
Agenda Date: 1/14/2020
Action on: (1) Agreement with Superion, LLC for Residential and Business Alarm Management Software and (2) Introduction of an Ordinance Amending Chapter 8.40 of the City Code ("False Alarm Regulation") [Council Pillar: Deliver and Enhance High Quality Efficient Services and Infrastructure]

BACKGROUND
On December 10, 2019, the City Council unanimously voted to defer Report to Council 19-809, Action on: (1) Agreement with Superion, LLC for Residential and Business Alarm Management Software, (2) Resolution Amending the Municipal Fee Schedule, and (3) Introduction of an Ordinance Amending Chapter 8.40 of the City Code ("False Alarm Regulation"), to January 14, 2020.

In the meantime, the Police Department was asked to conduct two public meetings on the topic, described in further detail below. The Resolution Amending the Municipal Fee Schedule will be brought forward for Council consideration in conjunction with the adoption of the Ordinance (second reading) on January 28, 2020.

DISCUSSION
The Police Department coordinated two public meetings about the Alarm Permit program. Advertising for the meetings included: ·
• Update on Council action, pending community meetings and where to locate January 14, 2020, City Council packet and audio/video from the meeting on existing Facebook and Nextdoor threads
• New message regarding pending community meetings on City/ SCPD website, eNotify, Facebook, Nextdoor, Nixie and Twitter
• Private messages to 14 residents who commented (positive or with concerns) on Nextdoor based on original post regarding the Alarm Permit program about the upcoming community meetings
• Emails to two individuals who shared comments on this topic to the Mayor and Council (six comments were received; four individuals were duplicate to those who commented on Nextdoor)
• Invite to the Mayor and Council of the Alarm Permit community meetings Additional reminder-type messaging was distributed on January 2, 2020.

The meetings took place as follows:

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Day I Date Time Location Number of People in
Attendance
Tuesday, January 7 2 - 3:30 p.m. Central Park Library 7 2635 Homestead
Road
Wednesday, January 8 6 - 7:30 p.m. Northside Branch 4 residents and 2 Library 695 Moreland Council Members
Way
Each community meeting followed the same format, and included dialogue on the following topics:
• Purpose and summary of the existing Alarm Permit Program • Business reasons and community benefits to a new third-party vendor • Third-party vendor security requirements and protection of personal identifying information • Current and recommended rate structure, as well as Alarm Permit fees throughout Santa Clara County
• If Council approved, third-party vendor implementation process • Next steps, including ways and locations to receive the January 14, 2020, Report to Council and supplemental documents
The community meeting was facilitated by Captain Wahid Kazem, Carolyn McDowell, Management Analyst and Sujata Reuter, Assistant City Attorney. A copy of the PowerPoint utilized at the community meetings is attached.

Following the staff presentation, individuals in attendance had an opportunity to ask questions of clarification of staff and share concerns. Both meetings resulted in robust discussions of various resident concerns. A summary of the topics discussed included:
• Differentiation between self-monitoring and control center monitoring, and how each is impacted by the City's existing and proposed Alarm Permit Program • Concerns regarding the annual renewal and why an annual regulatory fee is being proposed • Ideas for data gathering and analysis as the program progresses in order to assess performance and success of the program
• Revisiting the fee structure in the future to determine whether fees should be reallocated, increased, etc.
• Concern of confidentiality of personal identifying information • Interest in financial resources for seniors on a fixed income • Ensuring that the City is involved with the outreach efforts by Superion during the on-boarding process
Generally, resident sentiments were positive towards modernizing the program to achieve efficiencies, increase compliance, and decrease the drain on resources caused by false alarm calls.

Resident concerns regarding confidentiality and cyber security were addressed with an explanation City of Santa Clara Page 2 of 4 Printed on 1/9/2020
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of the security requirements built into the agreement with Superion. Concerns regarding the $15 annual renewal fee generated the most discussion, with interesting ideas for future data gathering and analysis, as well as future reconsideration of the fee structure based upon the data analysis.

Staff has already reached out to Superion to discuss data collection and reporting options. Additional information will be provided when the Resolution Amending the Municipal Fee Schedule is brought forward for Council consideration (in conjunction with the second reading of the Ordinance) on January 28, 2020.

ENVIRONMENTAL REVIEW
The action being considered does not constitute a "project" within the meaning of the California Environmental Quality Act ("CEQA") pursuant to CEQA Guidelines section 15378(b)(5) in that it is a governmental organizational or administrative activity that will not result in direct or indirect changes in the environment.

FISCAL IMPACT
An Agreement with Superion creates operational efficiencies within the Police and Finance Departments staffing model.

Through analysis and review ofthe Police Department's alarm program and corresponding revenue, new fees were proposed, and a revenue-sharing split was negotiated. There are no upfront costs or annual maintenance fees as part of this Agreement. Instead, Superion (24%) and the City of Santa Clara (76%) will split the estimated revenue. The first-year revenue and expenditure estimates were included in the FY 2019/20 Adopted Operating Budget. These included proposed adjustments to Chapter 8.40 Security Alarm Systems and the Municipal Fee Schedule estimated annually at $246,000 (or, $186,960 to the City of Santa Clara).

COORDINATION
This report has been coordinated with the City Attorney's Office and Police Department.

PUBLIC CONT ACT
Public contact was made by posting the Council. agenda on the City's official-notice bulletin board outside City Hall Council Chambers. A complete agenda packet is available on the City's website and in the City Clerk's Office at least 72 hours prior to a Regular Meeting and 24 hours prior to a Special Meeting. A hard copy of any agenda report may be requested by contacting the City Clerk's Office at (408) 615-2220, email [email protected] <mailto:[email protected]> or at the public information desk at any City of Santa Clara public library.

RECOMMENDATION

1. Approve a three-year Agreement with Superion LLC, for Residential and Business Alarm Management Software and authorize the City Manager to automatically renew the agreement for additional one-year periods, with a maximum of two additional one-year periods, as necessary, without further Council action; and

2. Approve Introduction of an Ordinance Amending Chapter 8.40 of the City Code ("False Alarm Regulation").

Reviewed by: Daniel Winter, Assistant Chief of Police
Approved by: Deanna J. Santana, City Manager
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ATTACHMENTS

1. Report to Council 19-809 from December 10, 2019

2. Agreement for Services with Superion LLC

3. Ordinance amending SCCC Chapter 8.40 ("False Alarm Regulation")

4. Alarm Permit Program Community Meeting PowerPoint
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EBIX Insurance No. *S200004369

AGREEMENT FOR SERVICES

BETWEEN THE

CITY OF SANTA CLARA, CALIFORNIA,
ANO

SUPERION

PREAMBLE
This Agreement is entered into between the City of Santa Clara, California, a chartered California municipal corporation (City) and Superion, a Delaware LLC, (Contractor). City and Contractor may be referred to individually as a "Party" or collectively as the "Parties" or the "Parties to this Agreement."

RECITALS
A. City desires to secure the services more fully described in this Agreement, at Exhibit A, entitled "Scope of Services";
B. Contractor represents that it, and its subcontractors, if any, have the professional qualifications, expertise, necessary licenses and desire to provide certain goods and/or required services of the quality and type which meet objectives and requirements of City; and,
C. The Parties have specified herein the terms and conditions under which such services will be provided and paid for.

The Parties agree as follows:

AGREEMENT TERMS ANO CONDITIONS

1. AGREEMENT DOCUMENTS
The documents forming the entire Agreement between City and Contractor shall consist of these Terms and Conditions and the following Exhibits, which are hereby incorporated into this Agreement by this reference:

Exhibit A- Scope of Services
Exhibit B - Schedule of Fees
Exhibit C - Insurance Requirements
Exhibit D - System Requirements
This Agreement, including the Exhibits set forth above, contains all the agreements, representations and understandings of the Parties, and supersedes and replaces any previous agreements, representations and understandings, whether oral or written. In Agreement with Superion
Rev. 07-01-18

the event of any inconsistency between the provisions of any of the Exhibits and the Terms and Conditions, the Terms and Conditions shall govern and control.

2. TERM OF AGREEMENT
Unless otherwise set forth in this Agreement or unless this paragraph is subsequently modified by a written amendment to this Agreement, the term of this Agreement shall commence upon the date it is signed by both parties (the "Effective Date") and shall continue for a period of three (3) years after the Effective Date. Thereafter, this contract shall automatically renew for additional one year periods, with a maximum of two (2) additional one year periods, unless either SANTA CLARA notifies the CONTRACTOR or the CONTRACTOR notifies SANTA CLARA in writing no later than ninety (90) days prior to the expiration of the initial or any annual renewal term that the CITY or CONTRACTOR wishes to terminate this Agreement.

3. SCOPE OF SERVICES & PERFORMANCE SCHEDULE
Contractor shall perform those Services specified in Exhibit A within the time stated in Exhibit A. Time is of the essence.

4. WARRANTY
Contractor expressly warrants that all materials and services covered by this Agreement shall be fit for the purpose intended, shall be free from defect and shall conform to the specifications, requirements and instructions upon which this Agreement is based.

Contractor agrees to promptly replace or correct any incomplete, inaccurate or defective Services at no further cost to City when defects are due to the negligence, errors or omissions of Contractor. If Contractor fails to promptly correct or replace materials or services, City may make corrections or replace materials or services and charge Contractor for the cost incurred by City.

5. QUALIFICATIONS OF CONTRACTOR-STANDARD OF CARE
Contractor represents and maintains that it has the expertise in the professional calling necessary to perform the Services, and its duties and obligations, expressed and implied, contained herein, and City expressly relies upon Contractor's representations regarding its skills and knowledge. Contractor shall perform such Services and duties in conformance to and consistent with the professional standards of a specialist in the same discipline in the State of California.

6. COMPENSATION AND PAYMENT
In consideration for Contractor's complete performance of Services, City and Contractor shall share revenue derived from the Services in accordance with Exhibit B, entitled "SCHEDULE OF FEES." All work performed or materials provided shall be compensated in accordance with Exhibits A and B, and any work performed or Agreement with Superion
Rev. 07-01-18

materials provided in excess thereof shall be at Contractor's expense. Contractor shall not be entitled to any payment beyond that set forth in Exhibit B unless agreed to in writing by the parties.

7. TERMINATION
A Termination for Convenience. City shall have the right to terminate this Agreement, without cause or penalty, by giving not less than Thirty (30) days' prior written notice to Contractor.

B. Termination for Default. If Contractor fails to perform any of its material obligations under this Agreement, in addition to all other remedies provided by law, City may terminate this Agreement immediately upon written notice to Contractor.

C. Upon termination, each Party shall assist the other in arranging an orderly transfer and close-out of services. As soon as possible following the notice of termination, but no later than ten (10) days after the notice of termination, Contractor will deliver to City all City information or material that Contractor has in its possession.

8. ASSIGNMENT AND SUBCONTRACTING
City and Contractor bind themselves, their successors and assigns to all covenants of this Agreement. This Agreement shall not be assigned or transferred without the prior written consent of City, which consent shall not be unreasonably withheld or delayed. A change in ownership of the Contractor by operation of law or a purchase of the majority of assets or stock of the Contractor by another company shall not be considered an assignment for the purposes of this section. Contractor shall not hire subcontractors without express written permission from City, which consent shall not be unreasonably withheld or delayed.

Contractor shall be as fully responsible to City for the acts and omissions (other than criminal or intentional misconduct) of its subcontractors, and of persons either directly or indirectly employed by them, as Contractor is for the acts and omissions of persons directly employed by it.

9. NO THIRD PARTY BENEFICIARY
This Agreement shall not be construed to be an agreement for the benefit of any third party or parties and no third party or parties shall have any claim or right of action under this Agreement for any cause whatsoever.

10. INDEPENDENT CONTRACTOR
Contractor and all person(s) employed by or contracted with Contractor to furnish labor and/or materials under this Agreement are independent contractors and do not act as Agreement with Superion
Rev. 07-01-18

agent(s) or employee(s) of City. Contractor has full rights to manage its employees in their performance of Services under this Agreement.

11. CONFIDENTIALITY OF MATERIAL
All ideas, memoranda, specifications, plans, manufacturing procedures, data, drawings, descriptions, documents, discussions or other information developed or received by or for Contractor and all other written information submitted to Contractor in connection with the performance of this Agreement shall be held confidential by Contractor and shall not, without the prior written consent of City, be used for any purposes other than the performance of the Services nor be disclosed to an entity not connected with performance of the Services. Nothing furnished to Contractor which is otherwise known to Contractor or becomes generally known to the related industry shall be deemed confidential.

12. OWNERSHIP OF MATERIAL
All material, which shall include, but not be limited to, data, sketches, tracings, drawings, plans, diagrams, quantities, estimates, specifications, proposals, tests, maps, calculations, photographs, reports, , works of authorship and other material developed, collected, prepared or caused to be prepared under this Agreement shall be the property of Contractor hereinafter the "Contractor's Materials"). Notwithstanding the foregoing, City shall have the right to use the Contractor's Materials and may retain and use copies thereof, solely in connection with the Project and for City's internal purposes.

13. RIGHT OF CITY TO INSPECT RECORDS OF CONTRACTOR
City, through its authorized employees, representatives or agents may request the opportunity to inspect and review Contractor's books and records on a limited basis during the term of this Agreement and for one (1 year from the date of final payment for goods or services provided under this Agreement, but solely for the p the purpose of verifying any and all charges made by Contractor in connection with Contractor compensation under this Agreement, including termination of Contractor. Contractor agrees to maintain sufficient books and records in accordance with generally accepted accounting principles to establish the correctness of all charges submitted to City.

Contractor shall bear the cost of the audit if the audit determines that there has been a substantial billing deviation in excess of ten (10) percent adverse to the City.

Contractor shall submit to City a report, on a limited basis, concerning its performance under this Agreement if requested in writing by City, but solely for purposes of assisting City to meet City's reporting requirements to the State and other agencies with respect to Contractor's Services hereunder.

14. HOLD HARMLESS/INDEMNIFICATION
A. To the extent permitted by law, Contractor agrees to protect, defend, hold harmless and indemnify City, its City Council, commissions, officers, employees, volunteers and agents from and against any claim, injury, Agreement with Superion
Rev. 07-01-18
Page4
liability, loss, cost, and/or expense or damage, including all costs and attorney's fees in providing a defense to any such claim or other action, and whether sounding in law, contract, tort, or equity, in any manner arising from, or alleged to arise in whole or in part from, or in any way connected with the Services performed by Contractor pursuant to this Agreement - including claims by Contractor's employees or persons contracting with Contractor to perform any portion of the Scope of Services - and shall expressly exclude the willful, intentional or criminal misconduct by City connected with the Services. However, the Contractor's obligation to indemnify the City shall not apply to the extent that such liability is ultimately adjudicated to have arisen through the sole negligence or sole willful misconduct of City
B. Contractor's obligation to protect, defend, indemnify, and hold harmless in full City and City's employees, shall specifically extend to any and all employment-related claims of any type brought by employees, contractors, subcontractors or other agents of Contractor, against City (either alone, or jointly with Contractor), regardless of venue/jurisdiction in which the claim is brought and the manner of relief sought.

C. To the extent Contractor is obligated to provide health insurance coverage to its employees pursuant to the Affordable Care Act ("Act") and/or any other similar federal or state law, Contractor warrants that it is meeting its obligations under the Act and will fully indemnify and hold harmless City for any penalties, fines, adverse rulings, or tax payments associated with Contractor's responsibilities under the Act.

D. Notwithstanding any of the above, Contractor's liability to City on a first­ party basis related to this agreement will not exceed the fees collected in connection with this agreement during the preceding twenty-four (24) months.

E. Contractor will not be liable for damages proximately caused by the criminal actions of third parties or for damages caused by the sole negligence or willful misconduct of any third parties.

F. Exclusion of damages- Regardless of whether any remedy set forth herein fails of its essential purpose or otherwise, in no event will Contractor, Contractor's personnel, subcontractors or suppliers be liable under or in connection with this agreement for any loss of use, data, business, revenue, profit, goodwill, or reputation.

15. INSURANCE REQUIREMENTS
During the term of this Agreement, and for any time period set forth in Exhibit C, Contractor shall provide and maintain in full force and effect, at no cost to City, insurance policies as set forth in Exhibit C.

Agreement with Superion
Rev. 07-01-18

16. WAIVER
Contractor agrees that waiver by City of any one or more of the conditions of performance under this Agreement shall not be construed as waiver(s) of any other condition of performance under this Agreement. Neither City's review, acceptance nor payments for any of the Services required under this Agreement shall be constructed to operate as a waiver of any rights under this Agreement or of any cause of action arising out of the performance of this Agreement.

17. NOTICES
All notices to the Parties shall, unless otherwise requested in writing, be sent to City addressed as follows:

City of Santa Clara
Attention: Police Department
1500 Warburton Avenue
Santa Clara, CA 95050
and by e-mail at [email protected], and
[email protected]
And to Contractor addressed as follows:

Superion, LLC
Attn: Legal Department
1000 Business Center Drive
Lake Mary, FL 32746
The workday the e-mail was sent shall control the date notice was deemed given. An e­ mail transmitted after 1 :00 p.m. on a Friday shall be deemed to have been transmitted on the following business day.

18. COMPLIANCE WITH LAWS
Contractor shall comply with all applicable laws and regulations of the federal, state and local government, including but not limited to "The Code of the City of Santa Clara, California" ("SCCC"). In particular, Contractor's attention is called to the regulations regarding Campaign Contributions (SCCC Chapter 2.130), Lobbying (SCCC Chapter

2.155), Minimum Wage (SCCC Chapter 3.20), Business Tax Certificate (SCCC section

3.40.060), and Food and Beverage Service Worker Retention (SCCC Chapter 9.60), as such Chapters or Sections may be amended from time to time or renumbered.

Additionally Contractor has read and agrees to comply with City's Ethical Standards (http://santaclaraca.gov/home/showdocument?id=58299).

19. CONFLICTS OF INTEREST
Contractor certifies that to the best of its knowledge, and without any duty to investigate, no City officer, employee or authorized representative has any financial interest in the Agreement with Superion
Rev. 07-01-18

business of Contractor. Contractor is familiar with the provisions of California Government Code section 87100 and certifies that it does not know of any facts which would violate these code provisions, to the best of Contractor's knowledge, and without any duty to investigate.

20. FAIR EMPLOYMENT
Contractor shall not discriminate against any employee or applicant for employment because of race, sex, color, religion, religious creed, national origin, ancestry, age, gender, marital status, physical disability, mental disability, medical condition, genetic information, sexual orientation, gender expression, gender identity, military and veteran status, or ethnic background, in violation of federal, state or local law.

21. NO USE OF CITY NAME OR EMBLEM
Contractor shall not use City's name, insignia, or emblem, or distribute any information related to services under this Agreement in any magazine, trade paper, newspaper or other medium without express written consent of City.

22. GOVERNING LAW AND VENUE
This Agreement shall be governed and construed in accordance with the statutes and laws of the State of California. The venue of any suit filed by either Party shall be vested in the state courts of the County of Santa Clara, or if appropriate, in the United States District Court, Northern District of California, San Jose, California.

23. SEVERABILITY CLAUSE
In case any one or more of the provisions in this Agreement shall, for any reason, be held invalid, illegal or unenforceable in any respect, it shall not affect the validity of the other provisions, which shall remain in full force and effect.

24. AMENDMENTS
This Agreement may only be modified by a written amendment duly authorized and executed by the Parties to this Agreement.

Agreement with Superion
Rev. 07-01-18

25. COUNTERPARTS
This Agreement may be executed in counterparts, each of which shall be deemed to be an original , but both of which shall constitute one and the same instrument.

The Parties acknowledge and accept the terms and conditions of this Agreement as evidenced by the following signatures of their duly authorized representatives .

CITY OF SANTA CLARA, CALIFORNIA
a chartered California municipal corporation
"CITY"

SUPERION
City Manager
1500 Warburton Avenue
Santa Clara, CA 95050
Telephone : (408) 615-2210
Fax: (408) 241-6771

A DELAWARE LLC
Dated : 4--6' ·\ q ----------- ------
By (Signature) : _,~.....--c+-L/.l.-----=;CL,...;=:...;_-{CJ.&--+-_L_lfYvl.O(n ___ VVv-------'_, _ ___ _ Name : _7;;]~, ~~- ,U_-_~ __ u_".J _ _______ _
Title : ~lev ----------- ----- -
Pr inc i pa I Place of I Ar✓
Business Address: (OE)Q ~tA-'5cwe,5 (k4-.e.,-"l)vtr<., I ~e f.u"q tPt, tJ, "fJ'(YPi Y' Email Address:

Telephone: ~(~) -~~(9_-_rJ-_ ]~--11_@1 _ _____ _
Agreement with Superion
Rev. 07-01 -18
Fax: __,____,_ ______ _____ ___ _
"CONTRACTOR "

EXHIBIT A

SCOPE OF SERVICES
The Services to be performed for the City by the Contractor under this Agreement are set forth below.
o Project Summary
This CryWolf False Alarm Administration Services Statement of Work (SOW) outlines and describes the alarm program administration services to be provided, proposed project plan, deliverables, and the tasks required by both Superion and Santa Clara's personnel. If a service is not described in this document, then it will not be provided within the scope of the proposed project.
o Alarm Administration Services Overview
Our experienced alarm services team will administer Santa Clara's alarm program in accordance with Santa Clara's Alarm Ordinance. Superion will perform the following services which are already in place for many clients of comparable size to Santa Clara.

Secure access online to adaptable reports: We will provide authorized Santa Clara staff with direct inquiry and report generation capabilities via real-time, encrypted, Web­ based connection to alarm management information. This approach is currently used by many Superion clients and provides Santa Clara flexible, secure, and timely access to information.

Recording of Program Telephone Calls: Our call center process is designed to ensure the highest quality customer service including accurate, courteous, and consistent communications with Santa Clara citizens and businesses. In support of these objectives, Superion employs a communications appliance integrated into our telephone system to record all customer calls. Using this device, digital copies of all citizen and business telephone calls are captured in voice documents for later review, comment, and sharing of telephone conversations. This process helps ensure the highest level of customer service.

Extensive Language Support: Superion utilizes a Language Service to provide extensive language support. This same service is used successfully by thousands of public safety organizations nationwide. Accordingly, we are able to provide language support for 175 spoken languages. We also provide an array of communication choices for the hearing impaired including Email, Text relay, Video relay and TTY formats.

Dedicated mailing address and toll-free citizen support line: Our alarm management process is designed to reliably separate the Santa Clara correspondence and calls we receive from the activity of other alarm programs we administer to ensure high-quality and personalized service to Santa Clara's citizens and businesses. Our support line is available Monday through Friday, 9am to 5pm Local Time.

Local program remittance lockbox: Our approach to processing payments is designed to ensure fast, reliable, and secure payment processing. We propose to establish a dedicated, program account at a nearby, bank lockbox facility in the region Agreement with Superion/Exhibit A - Scope of Services
Rev. 07-01-18

for all mail-in deposits. Superion is experienced in high volume, commercial bank lockbox support for alarm programs nationwide.

Internet-based, fully-interactive alarm information updating: When alarm holders need to update their alarm system information, or want questions answered, they expect prompt access. Superion provides immediate response from our skilled customer service representatives (CSRs) during business hours. Our secure, online access allows alarm users to update their alarm information without waiting to speak with a Customer Service Representative. This online service is available on a 24/7 basis.

Internet-based payment of invoices: Superion will process false alarm payments made over the Web. Alarm holders can "Pay-by-Web" directly into a dedicated Santa Clara alarm program website which we will host so that citizens can pay individual alarm invoices, or the full balance owed at any time, day or night.

Integrated Voice Capabilities (Outbound IVR): When citizens have questions, or the alarm program needs to alert selected alarm owners, it is desirable to have a system that facilitates prompt notifications. Superion can support this not only with skilled customer service representatives, but with telephone handling technology that will provide a caller with information about the false alarm reduction program including registration renewal information and delinquent payment reminders. The system can also be used to automatically deliver special messages to select alarm owners for excessive false alarms or request the alarm owner to call the program call center to discuss an account. This service is available on a 24/7 basis.

Enhanced Alarm Data Security: Alarm response services require the collection, maintenance, and communication of sensitive and highly confidential data about alarm locations. Understandably, businesses, citizens, security alarm companies, and City officials are concerned with unauthorized access to this information. Superion has the technical infrastructure required to ensure the highest levels of data security. This includes core network and DMZ server firewalls, private internal IP addresses, and real­ time virus scanning of all data. Superion provides encrypted (Certified SSL) data transfer for all web functions.

Superion operates its own data servers and does not store any Santa Clara data in subcontracted, public "clouds" where security policies are established by third-parties, data access is not properly restricted, and databases are co-mingled with other non­ public safety customers.

Extensive Adjudication and Hearing Support: Our service offering contains a fully integrated hearing and appeal system that allows the adjudication of any action for any account. Superion also generates various reports that document and support all billing, noticing, and status change decisions.

Proven Collection Techniques: With half a million false alarm charges processed annually, Superion has extensive experience in violations processing and collections.

Our solution includes a variety of techniques to help Santa Clara collect fines including multiple and varied noticing, and other targeted collection techniques Agreement with Superion/Exhibit A - Scope of Services
Rev. 07-01-18

Comprehensive Public Awareness Campaign: We will work with Santa Clara to design and implement a comprehensive public information campaign to ensure the highest degree of compliance and public support.

Document Control and Mail Verification Software (DCMVS): Superion uses the latest Document Control and Mail Verification Software to interface with the United States Postal Service to ensure compliance with the USPS CASS/PAVE and NCOA requirements. The process identifies, verifies, and corrects bad addresses to maximize deliverability and reduce returned mail while also confirming addressee mailing location and reporting any moves within the last six years. DCMVS also automates document integrity, processing, and security. Utilizing DCMVS creates faster turnaround of invoices, correspondence, and registrations, while assisting in locating people for collections.
24/7 Dispatch and Mobile Officer Inquiry of Alarm Site Information: Superion offers a unique capability for dispatch operators and mobile officers to query the alarm database 24/7 via proprietary computer and smart phone applications (apps). Returned information can include alarm status, e.g. suspended response; alarm system contacts (names and phone numbers); false alarm history; and site condition information, e.g. senior in building, hazardous materials or guns stored on premises. This information access promotes better officer and public safety.

Furnish and maintain all supplies: Superion provides all computer hardware, furniture, equipment, and software necessary to install and operate the system at our processing facilities. Primary false alarm processing will be performed at our fully equipped and staffed Superion facilities currently located in Lake Mary, FL. This facility is currently used to administer alarm programs in cities and counties coast to coast.

Superion will also provide all necessary forms, supplies, postage, and mailing materials to administer the alarm program at Superion facilities.

Future City Option to operate alarm program internally: Because we are the only alarm services company that has installed our technology, Superion, for internal use, we are able to offer Santa Clara the option to bring the false alarm program in house in the future, if desired. We believe this option provides Santa Clara maximum flexibility to change their approach to false alarm management without the likelihood of wasting their initial investment in creating an alarm database. More than 200 cities and counties currently operate Superion in-house to manage their false alarm programs. We have several clients who have operated the CryWolf system both in-house and as an outsource operation, proving that this flexibility is worth significant consideration. o Implementation Plan
The following sections provide an overview of the Implementation Plan proposed for the Santa Clara False Alarm Management Services project. The services will be provided directly and managed by Superion. Superion assumes full responsibility for all deliverables that it proposes to provide and will be the single point of contact for Santa Clara. Central Square Technologies is only responsible for providing the products and services described in this section.

Agreement with Superion/Exhibit A - Scope of Services
Rev. 07-01-18

An experienced alarm services team under the direction of our proposed Project Manager will install, configure and maintain the False Alarm Management Services program in accordance with Santa Clara's requirements and Santa Clara's Alarm Ordinance.

The major tasks of our proposed implementation plan are as follows:
• Contract and Project Plan
o Complete contract paperwork
o Finalize project startup plan and schedule
• Establish Initial Alarm Database
o Contact alarm companies and obtain their alarm customer location data o Obtain alarm location data from citizens via the Alarm Program Website • Establish Alarm Program Website
o Santa Clara/Superion review alarm program website template o Superion develops draft website information, e.g. ordinance, appeal guidelines, tips to reduce false alarms, frequently asked questions (FAQ), online alarm school
o Superion integrates and tests online payment processing o Santa Clara reviews and approves final program website and links site to main Santa Clara website
· o Superion tests and implements final program website • Establish the Program Payment Processes
o Superion establishes bank lockbox and alarm program bank account o Superion engages online payment processor
o Santa Clara/Superion establish delinquent collection process o Santa Clara/Superion establish walk-in payment process, if required, and controls
o Santa Clara/Superion establish business rules e.g. reconciliation procedures, acceptable check payee information, returned checks, excess payments, etc. o Santa Clara/Superion establish appeal process and acceptable waiver rationale
o Santa Clara/Superion establish payment reconciliation and revenue share schedule.
• Configure CAD Interfaces
o Santa Clara/Superion review interface methodologies
o Santa Clara/Superion implement alarm incident data transfer process (Hexagon CAD)
o Santa Clara/Superion test interfaces
o Crossover to live CAD data transfer
• Establish Administrative Processes
o Superion completes program staffing, as necessary
o Santa Clara/Superion review ordinance provisions and interpretations Agreement with Superion/Exhibit A - Scope of Services
Rev. 07-01-18
Page4
o Superion develops program operating procedures and telephone scripts o Superion prepares draft program correspondence, forms and invoice formats o Santa Clara edits and approves correspondence, forms and invoice formats o Santa Clara/Superion develop public relations plan, e.g. press releases, public service announcements, etc.
o Santa Clara/Superion reviews and approves geo- (address) validation process
o Santa Clara/Superion tests and implements geo-validation process • Test and Crossover to Live Operation
o Santa Clara/Superion conduct end-to-end program test
o Crossover to Superion program administration
• Live Operation
o Add/update registration
o Process daily false alarm activations
o Generate and transmit required alarm notices and invoices o Begin payment processing and management reporting
o System Test Plan
Superion will perform testing as follows:
• Process alarm information from a file extracted from Santa Clara's CAD system.

Superion will work with Santa Clara to tailor CryWolf's alarm data interface to accept the false alarm files provided by Santa Clara. Santa Clara will provide the false alarm data utilizing the Hexagon CAD "CryWolf View" or in formats prescribed by Superion in Appendix A.

Superion will also perform additional tests to ensure full system requirements are met including;
• Create required letter formats
• Enter all required location types
• Enter alarm count, letter selection and charge matrix • Enter initial test alarm call information
• Generate test letters and invoices
• Review program progress and results with the Santa Clara Alarm Program Administrator
Agreement with Superion/Exhibit A - Scope of Services·
Rev. 07-01-18

Pricing

EXHIBIT B

SCHEDULE OF FEES
For the provision of all services and technology outlined in this Agreement, Superion proposes to obtain payment exclusively from the collected revenues Superion helps generate. There will be no upfront systems development, licensing, conversion, equipment, travel or other costs. Superion will purchase, configure, install, and customize everything Superion needs to provide the False Alarm Management Services described herein.

The parties agree to a fixed revenue share percentage of 24% CryWolf and 76% for Santa Clara. Only bank fees, citizen overpayments (if any), credit card fees (if any), and mailing costs (postage, paper and envelopes) at U.S. Post Office first class rate, and certified mail costs (if applicable) will be withheld (paid) from gross collections before revenue sharing percentages are applied.

No separate bill is sent to Santa Clara for any additional items including postage, paper and envelopes.

Santa Clara will extract a data file from the Hexagon CAD system, of Santa Clara's current false alarm data to files that can be read by the CryWolf® software by acquiring the Hexagon CAD "CryWolf View" or utilizing the CryWolf prescribed formats. Any cost required by Hexagon for the purchase, license, implementation or support of this Hexagon CAD "CryWolf View" is Santa Clara's responsibility and is not included in this Agreement. Any cost required by the Hexagon CAD Vendor for the purchase, license, implementation or support of this Hexagon CAD interface software will be the responsibility of Santa Clara and is not included in this Agreement.

Hexagon Bi-directional Santa Clara will implement the ability to accept CryWolf Permit data of alarm status and permit information e.g. alarm company, alarm subscriber and officer safety information into CAD from CryWolf. This would require Santa Clara to acquire from Hexagon the "I/Alarms Bulk Loader". Any cost required by the Hexagon CAD Vendor for the purchase, license, implementation or support of this Hexagon CAD interface software will be the responsibility of Santa Clara and is not included in this Agreement.

Superion will prepare the CryWolf® permit data export function to produce daily files of alarm status and permit information, e.g. alarm company, alarm subscriber and contact data, which will be imported into Santa Clara's Hexagon CAD utilizing the I/Alarms Bulk Loader.

Revenue Share Assumptions
The percentages outlined above are based on the fee/fine schedules of the City of Santa Clara. If Santa Clara chooses to change the fee/fine structure or its ordinance, Superion will review such changes and, if required, reevaluate the revenue share. The parties shall negotiate in good faith regarding any requested alteration to the Agreement with Superion/Exhibit A - Scope of Services
Rev. 07-01-18

percentages set forth above resulting from a change to the City's fee/fine schedule and/or its false alarm ordinance.
• Historical Data Conversion: Santa Clara does not anticipate data conversion.

Mechanism for Revenue Collection and Transfer
• All alarm fee and fine collections mailed to the Alarm Program will be directed to either a commercial bank lockbox or to Santa Clara to be deposited in a dedicated false alarm bank account ("Alarm Account") to be established at a Santa Clara approved commercial bank. Online and any walk-in payments will also be directed to the central Alarm Account.
• At the beginning of each month, Superion will reconcile all amounts deposited in the Alarm Account during the previous month and provide Santa Clara with an invoice showing the fee calculation and supporting bank reconciliation, including subtractions for the expense items set forth above.
• Once the invoice is approved by Santa Clara, the bank would be authorized to issue transfers, e.g. ACH transfers, to Santa Clara and to Superion for the proposed revenue share amounts.

Agreement with Superion/Exhibit A - Scope of Services
Rev. 07-01-18

EXHIBIT C

INSURANCE REQUIREMENTS
Without limiting the Contractor's indemnification of the City, and prior to commencing any of the Services required under this Agreement, the Contractor shall provide and maintain in full force and effect during the period of performance of the Agreement and for twenty-four (24) months following acceptance by the City, at its sole cost and expense, the following insurance policies from insurance companies authorized to do business in the State of California. These General and Auto Liability policies shall be primary insurance as to the City of Santa Clara so that any other General and Auto Liability coverage held by the City shall not contribute to any loss under Contractor's insurance. The minimum coverages, provisions and endorsements are as follows:

A. COMMERCIAL GENERAL LIABILITY INSURANCE

1. Commercial General Liability Insurance policy which provides coverage at least as broad as Insurance Services Office form CG 00 01. Policy limits are subject to review, but shall in no event be less than, the following:
$1,000,000 Each Occurrence
$2,000,000 General Aggregate
$2,000,000 Products/Completed Operations Aggregate
$1,000,000 Personal Injury

2. Exact structure and layering of the coverage shall be left to the discretion of Contractor; however, any excess or umbrella policies used to meet the required limits shall be at least as broad as the underlying coverage and shall otherwise follow form.

3. The following provisions shall apply to the Commercial Liability policy as well as any umbrella policy maintained by the Contractor to comply with the insurance requirements of this Agreement:
a. Coverage shall be on a "pay on behalf' basis with defense costs payable in addition to policy limits;
b. There shall be no cross liability exclusion which precludes coverage for claims or suits by one insured against another; and c. Coverage shall apply separately to each insured against whom a claim is made or a suit is brought, except with respect to the limits of liability.

Agreement with Superion/Exhibit C-lnsurance Requirements Rev. 07-01-18

B. BUSINESS AUTOMOBILE LIABILITY INSURANCE
Business automobile liability insurance policy which provides coverage at least as broad as ISO form CA 00 01 with policy limits a minimum limit of not less than one million dollars ($1,000,000) each accident using, or providing coverage at least as broad as, Insurance Services Office form CA 00 01. Liability coverage shall apply to all owned (if any), non-owned and hired autos.

In the event that the Work being performed under this Agreement involves transporting of hazardous or regulated substances, hazardous or regulated wastes and/or hazardous or regulated materials, Contractor and/or its subcontractors involved in such activities shall provide coverage with a limit of one million dollars ($1,000,000) per accident covering transportation of such materials by the addition to the Business Auto Coverage Policy of Environmental Impairment Endorsement MCS90 or Insurance Services Office endorsement form CA 99 48, which amends the pollution exclusion in the standard Business Automobile Policy to cover pollutants that are in or upon, being transported or towed by, being loaded onto, or being unloaded from a covered auto.

C. WORKERS' COMPENSATION

1. Workers' Compensation Insurance Policy as required by statute and employer's liability with limits of at least one million dollars ($1,000,000) policy limit Bodily Injury by disease, one million dollars ($1,000,000) each accident/Bodily Injury and one million dollars ($1,000,000) each employee Bodily Injury by disease.

2. The indemnification and hold harmless obligations of Contractor included in this Agreement shall not be limited in any way by any limitation on the amount or type of damage, compensation or benefit payable by or for Contractor or any subcontractor under any Workers' Compensation Act(s), Disability Benefits Act(s) or other employee benefits act(s).

3. This policy must include a Waiver of Subrogation in favor of the City of Santa Clara, its City Council, commissions, officers, employees, volunteers and agents.

D. PROFESSIONAL LIABILITY
Professional Liability or Technology Errors and Omissions Insurance as appropriate shall be written on a policy form coverage designed to protect against negligent acts, errors or omissions of the Contractor. Covered services as designated in the policy must specifically include work performed under this agreement. Coverage shall be in an amount of not less than one million dollars ($1,000,000) per claim or two million dollars ($2,000,000) aggregate. Any coverage containing a deductible or self-retention must first be approved in writing by the City Attorney's Office.

Agreement with Superion/Exhibit C-lnsurance Requirements Rev. 07-01-18

E. COMPLIANCE WITH REQUIREMENTS
All of the following clauses and/or endorsements, or similar provisions, must be part of each commercial general liability policy, and each umbrella or excess policy.

1. Additional Insureds. City of Santa Clara, its City Council, commissions, officers, employees, volunteers and agents are hereby included as additional insureds in respect to liability arising out of Contractor's work for City, using Insurance Services Office (ISO) Endorsement CG 20 10 11 85, or the combination of CG 20 10 03 97 and CG 20 37 10 01, or its equivalent.

2. Primary and non-contributing. Each insurance policy provided by Contractor shall contain language or be endorsed to contain wording making it primary insurance as respects to, and not requiring contribution from, any other insurance which the indemnities may possess, including any self-insurance or self-insured retention they may have. Any other insurance indemnities may possess shall be considered excess insurance only and shall not be called upon to contribute with Contractor's insurance.

3. Other Endorsements. Other endorsements may be required for policies other than the commercial general liability policy if specified in the description of required insurance set forth in Sections A through E of this Exhibit C, above.

F. ADDITIONAL INSURANCE RELATED PROVISIONS
Contractor and City agree as follows:

1. Contractor agrees to ensure that subcontractors, and any other party involved with the Services, who is brought onto or involved in the performance of the Services by Contractor, provide the same minimum insurance coverage required of Contractor, except as with respect to limits. Contractor agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this Agreement. Contractor agrees that upon request by City, all agreements with, and insurance compliance documents provided by, such subcontractors and others engaged in the project will be submitted to City for review.

2. Contractor agrees to be responsible for ensuring that no contract used by any party involved in any way with the project reserves the right to charge City or Contractor for the cost of additional insurance coverage required by this Agreement. Any such provisions are to be deleted with reference to City. It is not the intent of City to reimburse any third party for the cost of Agreement with Superion/Exhibit C-lnsurance Requirements Rev. 07-01-18

complying with these requirements. There shall be no recourse against City for payment of premiums or other amounts with respect thereto.

3. The City reserves the right to withhold payments from the Contractor in the event of material noncompliance with the insurance requirements set forth in this Agreement.

G. EVIDENCE OF COVERAGE
Prior to commencement of any Services under this Agreement, Contractor, and each and every subcontractor (of every tier) shall, at its sole cost and expense, provide and maintain not less than the minimum insurance coverage with the endorsements and deductibles indicated in this Agreement. Such insurance coverage shall be maintained with insurers, and under forms of policies, satisfactory to City and as described in this Agreement. Contractor shall file with the City all certificates and endorsements for the required insurance policies for City's approval as to adequacy of the insurance protection.

H. EVIDENCE OF COMPLIANCE
Contractor or its insurance broker shall provide the required proof of insurance compliance, consisting of Insurance Services Office (ISO) endorsement forms or their equivalent and the ACORD form 25-S certificate of insurance (or its equivalent), evidencing all required coverage shall be delivered to City, or its representative as set forth below, at or prior to execution of this Agreement.

Upon City's request, Contractor shall submit to City copies of the actual insurance policies or renewals or replacements. Unless otherwise required by the terms of this Agreement, all certificates, endorsements, coverage verifications and other items required to be delivered to City pursuant to this Agreement shall be mailed to:

EBIX Inc.

City of Santa Clara [Police Department]
P.O. Box 100085 - S2 or
Duluth, GA 30096
Telephone number: 951-766-2280
Fax number: 770-325-0409
Email address: [email protected]
I. QUALIFYING INSURERS
1 Ebix Way
John's Creek, GA 30097
All of the insurance companies providing insurance for Contractor shall have, and provide written proof of, an A. M. Best rating of at least A minus 6 (A- VI) or shall be an insurance company of equal financial stability that is approved by the City or its insurance compliance representatives.

Agreement with Superion/Exhibit C-lnsurance Requirements Rev. 07-01-18

EXHIBIT D

SYSTEM REQUIREMENTS
SUPERION will provide hosting at a SSAE-18 Tier Ill or higher facility as defined by the Uptime Institute, Inc. Per the hosting datacenter's disclosure policies, SUPERION will provide, where allowable, a copy of the datacenter's annual SSAE-18 Type 2 audit report. SUPERION will provide a backup hosting site with equivalent status for disaster recovery should a major catastrophic outage occur.

The hosting facility will be constructed and configured to ensure reasonable and adequate
protection of the equipment in the event of a natural event considered possible for the physical
location, including but not limited to earthquake, flood, hurricane, tornado, etc.

Data Location:

The service provider shall provide its services to the Customer and its end users solely from data centers in the U.S. Storage of Customer data at rest shall be located solely in data centers in the U.S. The service provider shall not allow its personnel or contractors to store Customer data on portable devices, including personal computers, except for devices that are used and kept only at its U.S. data centers. The service provider shall permit its personnel and contractors to access Customer data remotely only as required to
provide technical support.

The hosting facility must have enough power to support the equipment platform as configured; this includes provisions for back-up power supplies. The facility will include:
• Dual power availability to each rack unit from independent Power Distribution Units (PDUs) removes POU loss as a single point of failure
• N+1 redundancy of uninterruptible power supplies
• Redundant fuel-based generator power supplies, in the event of a power failure from • commercial power.

The hosting facility will have reasonable and adequate heating and cooling to insure continuous
operation of equipment within acceptable operational limits. The hosting facility shall include
but not be limited to the following features:
• N+1 redundancy of cooling towers, water pumps and chillers • Multiple air handling units providing an additional level of redundancy • Cooling units maintain consistent environment temperature and relative humidity levels
• Rack cabinet fans to circulate warm air generated by the servers.

The hosting facility will have physical security to control unauthorized access to the equipment, including but not limited to:

Agreement with Superion/Exhibit D-System Requirements
Rev. 07-01-18

• 24/7 on-site security guard
• Indoor and outdoor security monitoring
• Badge/picture ID access screening
• Escort requirements for access to raised floor areas
• Logged entries for all users entering or leaving the premises The hosting facility will have data line capacity to ensure responsive access to the proposed
data system by SUPERION employees, jurisdictions and customers.

The hosting facility will provide secure encrypted transmission of personal data to include, but
not limited to, personal name and address. Secure Socket Layer (SSL) encryption will be utilized to meet this requirement.

SUPERION will be responsible for the data communication infrastructure that connects the data servers to the communication network (switches, etc.) SUPERION will maintain any service agreements for the equipment and operating systems and maintain the equipment in optimal working order.

SUPERION shall perform daily backups of the data. The images that constitute the functional system will have snapshots taken weekly and stored to the fully redundant storage system. SUPERION's backup strategies and fully redundant Data Recovery (DR) site ensure that a complete system rebuild of data will not be necessary.

SUPERION will use commercially reasonable efforts to replicate all relevant agency data "in near real-time" to a geographically separate location where they can stand up the SUPERION application stack and restore service
Within thirty (30) calendar days following the end of its final Subscribed Services term ("End of
Term"), SUPERION shall provide a complete copy of Customer's data and associated documents, as updated or modified by Customer's use of the Subscribed Services, in a database dump file format. SUPER ION will comply in a timely manner with such request, if Customer pays any and all unpaid amounts due to SUPERION.

SUPERION will meet measurable standards for expected and reasonable system availability (uptime) as established elsewhere in this Hosting Attachment. The system must generally be available seven days a week, twenty-four hours per day. Scheduled down time is acceptable. Unscheduled maintenance between 6:00 am and 5:00 pm Pacific time must be to resolve production emergencies only, limited to no more than One Hundred and Twenty (120) minutes and occur no more than one time per month. In no event will any proposed standard be less than a commercially reasonable standard.

Agreement with Superion/Exhibit D-System Requirements
Rev. 07-01-18