Lyngsoe, Inc. Automated Material Handling System Central Park Library Performance of Services Agreement — City Council and Authorities Concurrent, February 11, 2025

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AGENDA ITEM #: I -)%. • 8 (42

AGENDA REPORT
City of
Santa Clara
Date: November 21, 2017
To: City Manager for Council Action
From: City Librarian
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.

Certified as to Availabilit of Funds:
537-gl, -80XXX-5C)48/ $324,731.95
AMA/41,f
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Subject: Approval of Agreement with Lyngsoe

Page 2 ends

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 Handler 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 (537-1221-80XXX-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.

Deanna J. Santana)
City Manager
Documents Related to this Report:
1) Agreement with Lyngsoe Systems, Inc.

I:lAgenda ReportslAgenda Reports 2017-2018M-21-17 Lyngsoe agreement.doc

4. As to Substance, by

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:

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

Title C.F.R. § Title California Code of Regulations § (Titles run 1 through 50)
(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
Department Head
4-ov. <stk-
City Attorney's Offif/CAO Assign. No 17.1806

3. As to Environmental Impact Requirements, by Not Applicable Director of Community Development
*Agenda Material Route Sheet required for all agreements, contracts, resolutions, ordinances, notices requiring publication, master plan reports and grant applications al(S)DrivelAgendaReportProcessing\FormsAndInformation\WhiteRouteSheetForAgendaMaterial.dac Rev. Date 01-18-17 EBIX Insurance No. S200003833

AGREEMENT 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 Maryland 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 chartered California municipal corporation with its primary business address at 1500 Warburton Avenue, Santa Clara, California 95050 ("City"). 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 professional services more fully described in this Agreement, at Exhibit 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 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 PROVISIONS

1. EMPLOYMENT OF CONTRACTOR.

City hereby employs Contractor to perform services set forth in this Agreement. To accomplish that end, City may assign a Project Manager to personally direct the Services to be provided by Contractor and will notify Contractor in writing of City's choice. City shall pay for all such materials and services provided which 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, material, equipment, transportation, supervision and expertise (collectively referred to as "Services") 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 of Services/Lyngsoe Systems, Inc. Page 1 of 10 Rev. 06/22/17
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. Contractor 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 determined in writing by the Parties.

B. When City determines that Contractor has satisfactorily completed the Services, City shall give Contractor written Notice of Final Acceptance. Upon receipt of such notice, Contractor shall not incur any further costs under this Agreement.

Contractor may request this determination of completion be made when, in its opinion, the Services have been satisfactorily 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 expertise in the professional calling necessary to perform 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.
•The plans, designs, specifications, 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 appearance, well organized, that is technically and grammatically correct, checked and having the maker and checker identified. The minimum standard of appearance, organization and content of the drawings shall be that used by City for similar projects.

5. 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 begin on the Effective Date of this Agreement and terminate on June 30, 2023.

6. MONITORING OF SERVICES.

City may monitor the Services performed under this Agreement to determine whether Contractor's operation conforms to City policy and to the terms of this Agreement. City may also monitor the Services to be performed to determine whether financial operations are conducted in accord with applicable City, county, state, and federal requirements. If Agreement for the Performance of Services/Lyngsoe Systems, Inc. Page 2 of 10 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 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.

8. PERFORMANCE OF SERVICES.

Contractor shall perform all requested services in an efficient and expeditious manner and shall work closely with and be guided by City. Contractor shall be as fully responsible to City for the acts and omissions 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. 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 comply with Santa Clara City Code section 3.40.060, as that section 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 certificate may be obtained by completing the Business Tax Affidavit Form and paying the applicable fee at the Santa Clara City Hall Municipal Services Division.

10. RESPONSIBILITY OF CONTRACTOR.

Contractor shall be responsible for the professional quality, technical accuracy 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 this Agreement or of any cause of action arising out of the performance of this Agreement and Contractor shall be and remain liable to City in accordance with applicable law for all damages to City caused by Contractor negligent performance of any of the Services furnished under this Agreement.

Any acceptance by City of plans, specifications, construction contract documents, reports, diagrams, maps and other material prepared by Contractor shall not in any respect absolve Contractor from the responsibility Contractor has in accordance with customary standards of good professional practice in compliance with applicable federal, state, county, and/or municipal laws, ordinances, regulations, rules and orders.

Agreement for the Performance of Services/Lyngsoe Systems, Inc. Page 3 of 10 Rev. 06/22/17

11. COMPENSATION AND PAYMENT.

In consideration for Contractor's complete performance 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 preceding 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 Party may terminate this Agreement without cause by giving the other Party written notice ("Notice of Termination") which clearly expresses that Party's intent to terminate the Agreement. Notice of Termination shall become effective no less than thirty (30) calendar days after a Party receives such notice. After either Party terminates the Agreement, Contractor shall discontinue further 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, their successors and assigns to all covenants of this Agreement. This Agreement shall not be assigned or transferred without the prior written approval of City. Contractor shall not hire subcontractors without 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 this 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 their performance of Services under this Agreement. Contractor is not authorized to bind City to any contracts or other obligations.

16. NO PLEDGING OF CITY'S CREDIT.

Under no circumstances shall Contractor have the authority or power to pledge the credit of City or incur any obligation in the name of City. Contractor shall save and hold harmless the City, its City Council, its officers, employees, boards and commissions for expenses arising out of any unauthorized pledges of City's credit by Contractor under this Agreement.

Agreement for the Performance of Services/Lyngsoe Systems, Inc. Page 4 of 10 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 industry 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 material, including information developed on computer(s), which shall include, but not be limited to, data, sketches, tracings, drawings, plans, diagrams, quantities, estimates, specifications, proposals, tests, maps, calculations, photographs, reports 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 shall 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, through 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 final payment for goods or services provided under this Agreement, to audit the books and records of Contractor for 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. Any expenses not so recorded shall be disallowed by City.

Contractor shall submit to City any and all reports concerning 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. Page 5 of 10 Rev. 06/22/17

21. CORRECTION OF SERVICES.

Contractor agrees to correct any incomplete, inaccurate or defective Services at no further 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, sexual orientation, age, disability, religion, ethnic background, or marital status, in violation of state or federal law.

23. HOLD HARMLESS/INDEMNIFICATION.

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, 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 Contractor pursuant to this Agreement.

24. 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 with respect to employees and vehicles assigned to the Performance of Services under this Agreement with coverage amounts, required endorsements, certificates of insurance, and coverage verifications as defmed in Exhibit C.

25. AMENDMENTS.

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

26. INTEGRATED DOCUMENT.

This 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 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.

Agreement for the Performance of Services/Lyngsoe Systems, Inc. Page 6 of 10 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 performance under this Agreement.

29. NOTICES.

All notices to the Parties 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, California 95050
or by facsimile at (408) 247-9657
And to Contractor addressed as follows:

Name: Jason Downs
Address: 7450 New Technology Way, Suite B
Frederick, MD 21703
or by facsimile at (301) 360-0911
If notice is sent via facsimile, a signed, hard copy of the material shall also be mailed.

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

30. CAPTIONS.

The captions of the various sections, paragraphs and subparagraphs of this Agreement are for convenience only and shall not be considered or referred to in resolving questions 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 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.

32. DISPUTE RESOLUTION.

A. Unless otherwise mutually agreed to by the Parties, any controversies between Contractor and City regarding the construction or application of this Agreement, and claims arising out of this Agreement or its breach, shall be submitted to mediation within thirty (30) days of the written request of one Party after the service of that request on the other Party.

Agreement for the Performance of Services/Lyngsoe Systems, Inc. Page 7 of 10 Rev. 06/22/17
B. The Parties 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 mediator. 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 equally.

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 court of law, and not subject to the arbitration provisions of the Public Contracts Code.

33. COMPLIANCE WITH ETHICAL STANDARDS.

Contractor shall:

A. Read Exhibit D, entitled "ETHICAL STANDARDS FOR CONTRACTORS

SEEKING TO ENTER INTO AN AGREEMENT WITH THE CITY OF SANTA CLARA, CALIFORNIA"; and,
B. Execute Exhibit E, entitled "AFFIDAVIT OF COMPLIANCE WITH ETHICAL STANDARDS."

34. AFFORDABLE CARE ACT OBLIGATIONS
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.

35. RESERVED.

Agreement for the Performance of Services/Lyngsoe Systems, Tnc. Page 8 of 10 Rev. 06/22/17

36. CONFLICT OF INTERESTS.

This Agreement does not prevent either Party from entering into similar agreements with other parties. To prevent a conflict of interest, Contractor certifies that to the best of its knowledge, no City officer, employee or authorized representative has any financial 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 performance 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 would violate these code provisions. Contractor will advise City if a conflict arises.

37. PREVAILING WAGES.

37.1. Labor Code Compliance. Contractor must conform to the provisions of Labor Code sections 1720 through 1815, and all applicable provisions of California Code of Regulations found in Title 8, Chapter 8, Subchapter 3, Articles 1-7.

Contractor agrees to include prevailing 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 subcontracts funded by this Agreement.

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

38. PROGRESS SCITEDULE.

The Progress Schedule will be as set forth in the attached Exhibit F, entitled "MILESTONE 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 sufficient to bind the Parties.

The Parties acknowledge and accept the terms and conditions 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 Agreement. It is the intent of the Parties that this Agreement shall become operative on the Effective Date.

Agreement for the Performance of Services/Lyngsoe Systems, Inc. Page 9 of 10 Rev. 06/22/17
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Rev. -06/22/17

AGREEMENT FOR THE PERFORMANCE OF SERVICES

BY AND BETWEEN THE

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

EXHIBIT A

SCOPE OF SERVICES
The Services to be performed 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 No. B25561-000, 185.097.006" dated October 23, 2017, which is attached to this Exhibit A.

Agreement with Lyngsoe Systems, Inc./Scope of Services/Exhibit A Page 1 of 35 Rev. 06/22/17
E Lyngsoe
• • Systems
eievatrilci
Automated Material Handling System Proposal
for
Santa Clara City
Central Park Branch
Proposal No. B25561-000
185.097.006
October 23, 2017
Jason Downs
Account Manager
805.490.2944
[email protected]
Lyngsoe Systems Inc. Tel. +1 646-693-8850
7450 New Technology Way, Suite B
[email protected]
Frederick, MD 21703, USA www.lyngsoesystems.com
•
III • Lyngsoe
• • Systems
elevating logistics .

October 23, 2017
Paul Sims
Santa Clara City Library
2635 Homestead Rd.

Santa Clara, CA 95051
Ref: Lyngsoe Systems Proposal 185.097.006 (Santa Clara City Public Library Pricing) Dear Mr. 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 Central Park Branch.

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

We appreciate this opportunity to submit our proposal for your consideration and look forward to teaming up with your library in the very near future
Jason Downs Neil Gillott Cory McCoy
Account Manager Sr. Bids and Contracts Manager President 805.490.2944 240.674.8441 240.674.8443
Fax- 301.360.0911
Lyngsoe Systems
7450 New Technology Way
Frederick, MD 21703
www.lvngsoelibrary.com

Page 2 of 34 ends

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." •
U U Lyngsoe
• • Systems
elevaqng logistics
This proposal includes a complete solution addressing goals Santa Clara City would like to accomplish with this project. The Lyngsoe AJVIH 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 customer 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 ANITI 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 DESCRIPTIONS
The Lyrtgsoe'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 destinations and material sorting profile capability for our SortMateTm 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 perform backroom tasks at maximum efficiency. Our new design released this year whisks the items away into the sorter 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) • Configuration that has been designed specifically for the space available in your branch location, including current workflows.
• Compact System design — takes up less floor space
• Ergonomically designed for safety
• Easy to use graphic and text instruction's available for staff • Handles RFD and/ or Barcodes, as well as RFID security enabling/disabling • Whisper Quiet (below 55 dBA) because it is completely electric • Connects to standard wall outlets (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.

Page 3 of 34 ends

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
elevating logistics

DESCRIPTION OF PROPOSED SYSTEM
The proposed system is designed to automate the sorting of library items and eliminate manual tasks for your branch, providing library patrons a faster turnaround of returned items, transfer materials, and providing your staff a better work environment.

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

The LibraryMates and ErgoStaff station will communicate with the rLs via a SIP2 connection. The staff station will utilize a `check-in request' and as needed an 'item information request' message from the ILS 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 1LS, it will verify sort criteria and sort the item to the appropriate destination. Destinations can be utilized for the following; I. ErgoTrolley destinations (all configurable by library staff) a. Return to shelf
b. Branch holds
c. Transfers

2. Overflow (exceptions) destination
Items triggering holds or transfers will automatically be sorted to the appropriate chute location.

Capacity
The throughput for the sorter is 2,500 items per hour. However, this is regulated by the capacity of the LibraryMate and Staff InductionsTM configured on the system. For example, a single Staff InductionTM or Induction belt has peak throughput of 2,000 items per hour thus resulting in a system throughput of 2,000 items per hour. This can be increased with the addition of induction points.

Lyngsoe Systems has optimized the system controls so that items never stop on the sorter while other items are diverting. This allows for continuous flow from the LibrarylVlatesg, higher throughputs, and longer life expectancy from your sorter drive components.

Future Expandability
The SortMatem is configurable and easily expandable. If the Library would decide to add additional sort points in the future, a new SortMateTm 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 this proposal is the pricing for Tote shelf /ErgoTrolley sort locations.

Page 4 of 34 ends

October 23, 2017
Proposal No. 825561-000
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." • • • Lyngsae
II Systems
elevating logistics
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 sorter is 120VAC, single phase.

Host Interface Software
All LibraryMates® include highly configurable software for custom sort configurations, and collect statistics for items that are return-to-shelf, holds, transits, and transit holds. Statistics are also available for numbers of sorts per hour.

Emergency 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 mechanical or software related (i.e.:
vandalism, damage due to neglect, or unauthorized modifications) will be subject to a service charge TBD.

Page 5 of 34 ends

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." UI Lyngsoe
• • Systems
elevating logistics
DESCRIPTION OF THE LIBRARYMATE® 1200 SELF CHECK-IN
(INTERNAL UNIT)
The LibraryMate® 1200 is the latest offering from the Lyngsoe LibraryMatee product line. This unit is wall mounted and has a very small form factor for use in high traffic areas The LibraryMate® 1200 self-return-machine was designed specifically 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 library materials.

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

Page 6 of 34 ends

LIBRARYMATE FUNCTIONAL DESCRIPTION
The machine function is as follows:
• The default language in the initial screen picture is English, but as a standard three other languages are available and can be retrieved via the screen. If no alternative language is retrieved, the dialogue will continue 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 starts the conveyor belt automatically.

MEM
Figure 2- Patron Instruction Screen
• While the item passes through the machine, the item ID is read from the barcode or REID 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.

Page 7 of 34 ends

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
El• Systems
elevating logistics
5 MI.ErMill12=112
4 Sthwalbo, fli, Eud of Your rkwk CI&
3 allitim 'tut htm. CII
2 Kok! 1-krowigt, I 1K. YlltwFThJ
tiNfk• Eolith Tb4 RouniTkmac.

WIN
Figure 3- Check-in Confirmation Screen
• Once the machine is ready for the next item, the light in the opening changes from red to green.
• The above procedure must be repeated until 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. If 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)

Page 8 of 34 ends

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." • F\
• Lyngsoe
•• Systems
eievating fogistics
Do you need receipt?
Yes No
0 Check m reqe ,0 vril
• Futi siatiA rece-pt
Figure 4- Patron Instruction Screen
Off Line mode
If the 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 transmitted to the library database as soon as the connection to the library network has been re-established.

Page 9 of 34 ends

The patron simply opens the access door with a button press, or presenting a valid RFID tag to the external reader (optional), and then places the material to be returned on the belt, and the LM2100 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 transferred to the SortMate2000 module 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 opening will accommodate up to 99% of all library materials.

Benefits of the LibraryMate® 2100
• Touchscreen for language selection or receipt
options
• Sturdy shelf for patron use
• Height of shelf and opening can be configured to
different set heights to accommodate all patrons
or varying backroom elevations
• Receipt printer
• Drive up or walk up access for patrons
• 24-hour access to check in and return materials
• Weather proof exterior
• Stainless steel construction
• Security window for use with library's existing
security camera system
• Option for RFlID activated door located in
LibraryMate® shelf

Page 10 of 34 ends

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

Your library staff will interface with the Staff EnductionTM via a user-friendly touch screen with a graphical interface. Barcodes or RFID tags are read quickly and communicated with your Integrated Library System, RFID security is enabled, backdating and hold slip printing can all happen automatically, and check-in statistics can be monitored remotely. The Staff InductionTM work surface is height adjustable between 30" and 37.5", ensuring an ergonomic work environment standing or sitting.

Figure 6- Lyngsoe ErgoStaff 1200

Page 11 of 34 ends

October 23, 2017 Proposal No. B25561-000
186.097.006
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." •
MN Lyngsoe
MI Systems
elevating fogistics
DESCRIPTION OF THE SORTMATETm 2000
Lyngsoe's SortMateTm is a high-speed sorting system that is the brawn behind the Lyngsoe Systems Automated Material Handling system. This sorter has been specifically designed for libraries, and is the ideal solution for sorting a vast array of library materials. Items checked in using a LibraryMate® or Staff lnductionTM are electronically tracked throughout the length of the SortMateTm and sent to the proper discharge location.

Lyngsoe has optimized the system controls so that items never stop on the sorter while other items are diverting. This allows for continuous flow from the LibraryMates®, higher throughputs, and longer life expectancy from your sorter drive components.

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

Figure 7- Sortl'AateTM 2000 configuration

Page 12 of 34 ends

October 23, 2017
Proposal No. 825561-000
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." • 111 111 Lyngsoe
• • Systems
elevating 1ogisric5
Technical Specifications — SortMate TM 2000
Sorting capacity: >2,500 material units per hour
Material dimensions: Max: 400 x 300 x 100 mm (L x W x H)

15.8x 11.8 x 4 inches (L x W x H)
Min: 100 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: 30g
Material types that can be
handled in the machine:

Books, CD-ROMs, books with enclosures, talking
books, video tapes, cassette tapes. Book-like material
units containing cassette tapes / CDs.

Requirements for materials: The bottom side of the item must be flat.

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

Page 13 of 34 ends

October 23, 2017
Proposal No. S25561-000
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." VPN
SoriMate
Staff induction or
LlbraryMate®
Self Check-in
Kiosk
Support Access
• •1111 Lyngsoe
• • Systems
.0evatin9 logistics .

Interface
The LibraryMatee check-in units and Staff InductionsTM communicate to the Library's ILS using the SIP2 protocol. Once the item has been checked-in, information about the items to be sorted is transferred through a control net interface to the sorter control system and the item is sent to its proper destination.

For effective remote support, a VPN connection must be established between our Hotline/Service department and the sorting system. This VPN connection will assure that the technicians from the Lyngsoe Systems Hotline can gain direct access to the sorting system controls to quickly and efficiently diagnose any system issues.

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

Dl
Integrated Library Server (ILS)
Library LAN
Figure 8- Basic Communication Structure

Page 14 of 34 ends

FUNCTION
The sorting system works as follows:
• The staff member inducts one item at a time into the Staff Induction. • 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 material is returned to the LibraryMate®. • The material is automatically conveyed into the sorting system towards the correct discharge. • When the material 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 "hold" items. If the library issues all reserved items with reservation tickets, the ticket printing can be linked to the sorting. Once the reserved item has been transferred from the LibraryMate®, the sorting system informs the library system and subsequently the hold slip ticket is printed.

MONITORING
Remote supervision of the system via a web-based monitoring service is included. This utility allows the library staff to view the sorting system status from any PC in the library network. The following system information can be accessed via the web-interface:
• Communication failure with the library system
• LibraryMate® or sorting system is stopped
• System sort configuration parameters
• Review error logs
• Change other system parameters

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

Page 15 of 34 ends

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
elevating logistics
Configuration Screens
Configuration of the Lyngsoe LibraryMate is very easy to do and can be monitored from any staff PC on the same network as the Lyngsoe AMH system. The configuration is available always, and does not require any system downtime to modify parameters on the system or change the active sort plan.

The configuration is all drop down menu based keeping the configuration easy to use. :=i-,-; LibMate - Configuration tool - MAINTAINER on Libtar y lvlate Demonstration (MASTER) j 4=-> j DAY Librar y opening hours I Hold item I Receipt' Texts I Modules I System No read mode
Accept host rejects
Dump unlocked items
Print holdslips
Allow Incomplete sets
Receipt Mode Check in
Code table
[Weyer accept noreads
;Reject
Reject
Sort normal
Sort to dump chute
Lj Vili tal r
El OniCiff
[prompt session receipt i.il
ri-actlye
Figure 9- Configuration screen

Page 16 of 34 ends

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
eievating logistics
The sort table configuration allows for very general sort criteria, or very specific criteria, which is very important on larger systems. All sort criteria are built using drop down menus, using data obtained from the [LS 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 morning, the sorter can be set up to process materials to be distributed to branch libraries, or consortium members. When complete, and a selection of a drop-down menu, a new sort plan can be selected for all returns that will be returned to shelf.

Eng.: LibMate - Configuration tool - ADMIN on LibraryMate Demonstration (MASTER) ._1 1 = I i3 CFarrty Sped-- a—I chutie-s-1 La —ary cowing 1.1 irs Chute supervision Code convert Hold item Receipt Texts cmcg System 03 Import rules, „ 0 Export rules_ I '.'... Distribute rules Code table (3 active ... -1 I Set parent code table acisve 1 Summary Priority Chute Active
. 'CT location' 'Corinne Sweet Bran& Wren/ 'CY Equals '04 7 Chute 14 -Destination Equais and Jadt and -AlertType Addrule
4 4 'CT -Destination location' Equals 'Day-Riverside Branch titian/ and 'CV -Alert Type' Equale '02 8 Chute 16 1±6
RJ
.
t___ Remove rule ..........._______ 4 'CT -Destination location' Equals 'Day-RiversIde Brandt User/ and 'CV - Alert Type Equals '04 9 Chute 18 El ,,,,,) 'Cr -Destination location' Equals 'Sprague Branch Library' and 'CV - Alert Type' Equals 'GI 13 Chute 20 I:I Test 1 .4 'CT -Destination location' Equals 'Sprague Branch Library' and 'CV - Alert Type' Equals '04 11 Chute 22 FA — 4 'Cr -Destination location' Equals 'Anderson-Foothill Branch Library' and 'Cr.' - Alert Type' Equals '02 12 4 laChube
Chute 24
Chute 1
26 4 .1frOPOW.

EA
LL:11
JO' 'CT -De_stinatkal location Equals "Andersonfooth0 Branch Library' and Cl! -Alert Type' Equals '04' 4 'CR - Collection code' Equals 'NE' and 'CS - Call number' Is between Iti And '51' *
4 'CR -Collection code' Equals 'NF' and 'CS -Call number' Starts with '1 'CR

• Collectors code Equals 'Ni" and 'CS -Call number' Os between '5' And '6' 15 Chute 5 L7]
IA 4,j1 16 Chute S
•,,11 'CR - Collection code' Equals 'NF' and 'CS - Call number' Is between '13' And '4' 17 Chute 7 L7) j 'CR -Collector) code' Equals 'LAN 18 Chute 1 [I k .ro rodbutEae,enele FA ■ alela , 1 , Field Type Value 1 Value 2
;Anderson-Foothill .4 CT- Destination location
[ Add criteria
0 pv , Alot Tyr*
Equals Branch Library
IINIAls , :4 Remove criteria .1
Equals
Is not
Range
Starts with
Ends with
Contains
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 your machine meets all your expectations

Page 17 of 34 ends

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
elevating logistics
Statistics
The SortMate provides a variety of reports and sorting statistics for the library to use including check in time, chute distribution, and a full complement of SIP2 transaction logs and sort logs

•
Lyngsoe
Systems
Salt Lake Main - Staff Induction

Selected interval

From Date 2015-05-06 v
To Dale 2015-05-06 v
Time span
Mode
LorMion All medthies

Figure 11- Statistic selection screen
•
Lyngsoe
Systems
Salt Lake Maio - Staff Induction
Statistic information
ana-os-as at amao 212: za/a-La-ta. at 2.0
BEN. mm
=MI 'I EL 'PE mom'.ILIILI I. -]

c.
▪
1LILLi JLI I • LII
Proposal No. B25561-000
Santa Clara City Library
Central Park Branch
Figure 12- Statistics display

Page 18 of 34 ends

October 23, 2017
185.097.006
Use or disclosure of proposal data is subject to the restriction(s) on the confidentiality page of this proposal." • • • Lyngsoe
III • Systems
PieVai tiny kigiStICS

DISCHARGE TYPE - ERGOTROLLEY
If your library sorts a large number of items without emptying the book carts, Lyngsoe offers a trolley with extra capacity and a spring-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 transmitting a signal to the sorting system control when the book cart is full and a replacement cart required.

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

Figure 13-ErgoTrolley

TECHNICAL SPECIFICATIONS
Book cart size: 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)
Book cart weight: 88.2 lbs. (40 kg)
Maximum load: 264.6 lbs. (120 kg)
ErgoTrolleyTm capacity
of assorted books:
250-300
Items convenient for
stacking into book carts:

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

Page 19 of 34 ends

October 23, 2017 Proposal No, B25561-000
185.0g7.006 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." Engorrolley
Sort Po007
- SartMete 2000
Os-colt I
1x .120V,IC 20A Circuit (50-60 Hz)
I Quad Receptacle -
4x Ethernet Outlets
Well Mounted Per Local Code
Obrandfate 1200
4 I
conv.y„
I I ,atcuP 2, Circuit 3
! I 27 120VAE 20A Circuits 150-60
2 Quad Receptacles (I Per Orcuit )
4x Ethernet Outlets
Wafi Mounted Per Local Cede
I
• III Lyngsae
• MI Systems
&evating logistics .

DRAWING
Option 3
lx tP2100 Outdoor Return
Dr 0.11200 Indoor Return
11( 631200 Staff Return
16 Oin Sorter w/ Medium Ergo Trolleys

Page 20 of 34 ends

PRICING- OPTION 3
Santa Clara City Library
Central Park Pricing Price
Sortation System —Interior / Exterior system- 1 exterior return, 1 interior patron return, staff induction and 16 destinations
Lyngsoe Dwg: B25561-000-3-1
• Qty (1) LM2100 Exterior LibraryMate check in station (RFID) touchscreen interface
• Qty (1) LM1200 Interior LibraryMate check in station (RFID) touchscreen interface
• Qty (1) ES1200 Staff induction check in station (RFID) with touchscreen interface
• Hold Slip printing
• Qty (1) SortMateTm Sorter
O (15) ErgoTrolley destinations
O (1) exceptions destination
,
patron
sort
with
with
.

5. Conveyor
• Lyngsoe Sort Controller (LSC)
• Implementation of site specific graphical
system display
o Qty (1) 30" flat screen monitor with
wall mount (to be positioned within 20
feet of sorter)
• Qty (2) Emergency stops
• Installation(non-union) ,Y ,41.1t a 2,3ll
• Commissioning __
• Shipping -' • Parts Warranty (Standard 12 month) ,
• Hotline (24/7) - (Standard 12 month)
• On-Site Spare Part Kit
t•
,-.. ,..,,,,,
flY
_ 7.4.1*,— _
i.r-
111•:i.1=1
4 ...
.,
-
i .

FZ,11 IL
, -=
H
LeiVir711.1
I
21t't
fl ,F
Equipment pricing $222,255
Sort Bins
• Qty (16) Standard ErgoTrolleys
ErgoTrolleys $19,200

Page 21 of 34 ends

October 23, 2017
Proposal No. 025561-000
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
• I• Systems
etevJting logistics
Interlocked Locking Bookdrop ,„ vo, ALII
fi
1101111.0101.11 .
• Qty (1) locking book drop 1
.
• Integration to LibraryMate
"1' la•-,,
. .
.L,L7A.no:.•.:.

Realm
-...-",. kw e.
, i:',.1
.

Option price $6,800
— --- 17 ---
Total USD $248,255
Santa Clara County (Santa Clara) Sales Tax (9%) $22,342.95 Total USD S270,597.9
5

Page 22 of 34 ends

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

Page 23 of 34 ends

OPTIONAL ITEM PRICING
•
System accessories
EmoTrolleyTm
v•,
0 .,
,
Qty (1) ErgoTrolleyTm Auto Level Trolley
Option price $1,200 USD
•
System accessories
ErgoBox Powered destination
„
-----_,=-___-- =
; a Qty (1) ErgoBox sort destination
Option price $4,253USD
NOTE: Price excludes any and all required building modifications which are the responsibility of the Building Owner.

Price excludes any tax or local duties unless otherwise specified Options pricing is only valid if purchased with the main system.

Page 24 of 34 ends

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." •
IN El Lyngsoe
•• Systems
elevating / ogrstics
OWNER'S RESPONSIBILITIES:
a) Provide any necessary permits 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 single phase.
c) Provide 2 network drops per LibraryMate® or Staff lnductionTM 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 commissioning and ongoing hotline support.

Additional details contained in LS Remote Customer Support document f) Provide a clear path for access to and from the installation site for personnel and equipment. g) Provide secure, dry, convenient storage for equipment, tools and materials used on site.

Ii) 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 parking and restroom facilities.
k) If special lift equipment is required, Lyngsoe Systems must have access to a ramp door. 1) On site security.
m) Installation of the sorter must occur after certificate of occupancy for the building is obtained n) Areas of installation to be broom swept by other contractors prior to the start of Lyngsoe 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 acknowledges that some degree of facility construction may be underway during installation. The Purchaser acknowledges its responsibility to minimize possible resulting disruptions to Lyngsoe Systems' installation process.

I)) Provide no later than start of installation date, all civil work and necessary removal or modifications of existing equipment or buildings. For instance, the building modifications required for the installation of the LibraryMates® in exterior or interior walls, and penetration points through walls required by the conveyor run. Architectural finishing of penetration points after installation of LibraryMates® if required.

Page 25 of 34 ends

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." •
▪ 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

Page 26 of 34 ends

CONTRACT APPROVAL
Proposal Number: 185.097.006
Proposal Date: October 23, 2017
This Proposal Remains Valid Through: January 21, 2018
This Sales Agreement, hereinafter called "Agreement", made by and between the Santa Clara City Library, hereinafter called "Buyer", and Lyngsoe Systems Inc. with its principal place of business located at 7450 New Technology Way, Frederick MD 21703 called "Seller", constitutes agreement of the parties as follows:

CONTRACT DOCUMENTS
In addition to the attached Terms and Conditions of Sale, the following documents (collectively "Contract Documents") are also part of the Agreement and are hereby incorporated into the Agreement. Should the additional Contract Documents or different or additional terms and conditions contain any term or condition inconsistent with the Terms and Conditions of Sale, the Terms and Conditions of Sale shall govern. The additional Contract Documents, copies of which are appended hereto, are as follows:

Seller's Proposal 185.097.006 dated October 23, 2017 including Seller's Drawings as listed in Seller's Proposal 185.097.006 dated October 23, 2017 ("Proposal").

Agreement for the Performance 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
Soitr Optionit Option3 ind sales tax Price $270.597.95 Option Optional 5-year service Price $54,134
Option Price
TOTAL $324731.95
AUTHORIZED FOR BUYER BY:

Buyer
Signature
Name
Title
Date
AUTHORIZED FOR SELLER BY:

Seller Lyngsoe Systems Inc.

Signature
Name Cory McCoy
Title President
Date

Page 27 of 34 ends

TERMS AND CONDITIONS OF SALE

APPLICATION

1. These General Terms and Conditions of Sale ("GTCS") apply to all contracts of sale of LYNGSOE products and/or LYNGSOE software - collectively referred to as "Goods' hereafter, between Lyngsoe Systems A/S (together with its affiliates, successors and assigns "LYNGS0E) and the customer ("Customer"). 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 LYNGSOE Software, the terms of the LYNGSOE End User License set forth in Appendix 1 hereto shall equally apply in addition to the terms of the GTCS. In the event of any discrepancies between the LYNGSOE End User License and the GTCS, the terms of the LYNGSOE 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 LYNGSOE 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 LYNGSOE Terms For Engineered Goods and the GTCS, the terms of the LYNGSOE 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 LYNGSOE and the Customer.

4. LYNGSOE shall be entitled to alter these GTCS upon 14 calendar days' written notice effective for all orders that LYNGSOE 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 ACKNOWLEDGEMENTS

6. Only a quotation in writing by email from LYNGSOE ("Quotation") is binding on LYNGSOE. Quotations are open for acceptance in writing by email to LYNGSOE 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 Quotation(s) by the Customer shall bind LYNGSOE, 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 Acknowledgement").

8. If the terms and conditions related to delivery time, quantity, price, payment terms, delivery clause, delivery by instalments or other matters stated in LYNGSOE'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 LYNGSOE 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. LYNGSOE retains title to the Goods until 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 LYNGSOE, Frederick MD. The Customer shall be ready for and accept delivery at the delivery date stated in the Order Acknowledgement or other communication from LYNGSOE, failing which delivery is deemed to have occurred at the delivery date, stated in the Order Acknowledgement or other communication. Notwithstanding any agreed delivery clause, LYNGSOE shall be free to select the carrier and mode of transportation,

11. If the Goods are transported from LYNGSOE's warehouse by or on behalf of LYNGSOE, the Customer must, when the Goods arrive at the destination, in order to get the Goods released by the carrier sign the accompanying delivery note. If 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 LYNGSOE in writing via email to LYNGSOE 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 immediately upon delivery 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 ("Installation Services"). in the event that the Customer requests Installation Services to be carried out by the LYNGSOE Service Department, such Installation Services will be invoiced at the then-current rates for same. In the performance of the Installation Services, LYNGSOE shall only be liable for damages that occur as a result of gross negligence or wilful misconduct on the part of LYNGSOE.

DELIVERY DELAY

14. Should LYNGSOE not be able to deliver by the delivery time as stated in the Order Acknowledgement or other communication from LYNGSOE, LYNGSOE shall as soon as possible notify the Customer to that effect and at the same time state when delivery is expected to take 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 the delay is caused by circumstances for which LYNGSOE is responsible, the Customer shall be entitled to

Page 28 of 34 ends

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." • • • Lyng s oe
•• Systems
elevating logistics
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 stated 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 otherwise.

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 stated in the Order Acknowledgement or, where the defect could not reasonably 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 LYNGSOE after the expiration of the warranty term stated in Clause 15 are not accepted.

17. Where any valid warranty claim Is notified to LYNGSOE in accordance with the terms of Clause 16 and approved by LYNGSOE in writing (which approval shall not be unreasonably withheld), LYNGSOE 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 technical support of LYNGSOE's Service Department, LYNGSOE 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, LYNGSOE shall repair or replace the defective finished Goads or spare parts, subject to the Customer assigning to LYNGSOE all property rights to such defective finished Goods or spare parts; replacement Goods or spare parts will be new, equivalent to new or re-conditioned; or (iii) If none of the foregoing remedies are commercially viable in LYNGSOE's sole judgment, LYNGSOE may opt instead to refund to Customer the net purchase price paid by Customer for the defective finished Goods or spare parts less reasonable depreciation of the value due to use or age, subject to the Customer assigning to LYNGSOE 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 LYNGSOE's Technical Support and Service department, if the Customer shall return to LYNGSOE replaced defective finished Goads or spare parts or destroy same and may not return such finished Goods or spare parts to LYNGSOE, unless LYNGSOEs Technical Support and Service department has authorized the return in writing. LYNGSOE shall assume all responsibility and expense for freight and freight insurance, unless the warranty claim is not valid in LYNGSOE'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 which any serial number has been removed or which 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, abnormal 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 LYNGSOE or by the connection or integration of other equipment or software not approved by LYNGSOE; (e) by modification, repair or service by anyone other than LYNGSOE, who has not applied for and been approved by LYNGSOE to do such modification, repair or service; (f) due to procedures, deviating from procedures specified by LYNGSOE; 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 LYNGSOE'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, LYNGSOE 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 permissible by applicable law.

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

22. To the extent not contrary to applicable mandatory legislation, LYNGSOE shall only be liable for damage to property and for personal injuries caused as a consequence of defects in the finished Goods or spare parts delivered (product liability) to the extent that it is documented that such defect arose due to LYNGSOE's default or negligent errors or omissions.

RETURN OF GOODS. CANCELLATION OF ORDERS

23. Goods may not be returned to LYNGSOE, unless LYNGSOE has authorized the return in writing. Where LYNGSOE has authorized the return of Goods, the Customer shall follow the guidelines for returns issued by LYNGSOE 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 LYNGSOE agrees. LYNGSOE 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 LYNGSOE'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.

Page 29 of 34 ends

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.

Page 30 of 34 ends

38. With reference to Directive 2012/19/EU of the European Parliament and of the Council of 4 July 2012 on waste electrical and electronic equipment (VVEEE) and any applicable amendments thereto or substitutions thereof, all Customers who purchase electrical and electronic equipment from LYNGSOE for distribution within the European Union are responsonsibie for providing means of waste disposal and scrapping of such equipment in accordance with applicable national law.

Lyngsoe Systems NS 2017, GTCS version effective as of 1 May 2017.

APPENDIX 1

LYNGSOE END USER LICENSE AGREEMENT
This End User License Agreement ("Agreement') constitutes a valid and binding agreement between Lyngsce Systems A/S, (together with its affiliates, successors and assigns "LYNGS0E) and you ("you," or "your") for the use of the LYNGSOE Software, as the term is defined below. You must enter into this agreement in order to install and use LYNGSOE Software.

BY INSTALLING AND USING THE LYNGSOE SOFTWARE, YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF

YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, CO NOT INSTALL OR USE THE LYNGSOE SOFTWARE I. LICENSE GRANT
Subject to the terms of this Agreement, LYNGSOE hereby grants you a limited, non-exclusive, non-sublicensable, non-assignable license to download, install and use a single copy of the LYNGSOE 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 LYNGSOE Software"), onto a network server or computer workstation for your sole use to install, interact with and utilize the LYNGSOE 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-up copy of the software for archival purposes.

2. LICENSE RESTRICTIONS
(a) Notwithstanding anything to the contrary, you may not; (i) remove any proprietary notices from the LYNGSOE Software or any copy thereof; (10 cause, permit or authorize the modification, creation of derivative works, translation, reverse engineering, decompiling or disassembling or hacking of the LYNGSOE Software; (iii) sell, assign, rent, lease, act as a service bureau, or grant rights in the LYNGSOE Software, including, without limitation, through sublicense, to any other entity without the prior written consent of LYNGSOE; (iv) use the LYNGSOE Software in any way that would violate any applicable law, regulation or ordinance; Furthermore, you may not use the LYNGSOE Software to develop, generate, transmit or store information that: (A) infringes any third party'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 performance of another person's use of the LYNGSOE Software, (ID) performs any unsolicited commercial communication not permitted by applicable law; (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 LYNGSOE Software contains confidential and trade secret information owned or licensed by LYNGSOE, and you agree to take reasonable steps at all times to protect and maintain the confidentiality of such information. c) The LYNGSOE Software may be incorporated into, and may incorporate, technology, software and services 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 applicable third party and not to LYNGSOE to enforce any of your rights. All modifications or enhancements to the LYNGSOE Software remain the sole property of LYNGSOE LYNGSOE reserves the right to add additional features or functions to the LYNGSOE Software. When installed on your computer, the LYNGSOE Software periodically communicates with LYNGSOE servers. You acknowledge and agree that LYNGSOE has no obligation to make available to you any subsequent versions of its software applications.

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

4. PROPRIETARY RIG FITS

Page 31 of 34 ends

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." •
U U Lyngsoe
• Systems
elevating logistics
The LYNGSOE Software contains proprietary and confidential information of LYNGSOE, including copyrights, trade secrets and trademarks contained therein, which are protected by international copyright laws. Title to and ownership of the LYNGSOE Software, including without limitation all intellectual property rights therein and thereto, are and shall remain the exclusive property of LYNGSOE and its suppliers, and except for the limited license granted to you, LYNGSOE reserves all right, title and interest in and to the LYNGSOE Software. You shall not take any action to jeopardize, limit or interfere with LYNGSOE's ownership of and rights with respect to the LYNGSOE Software. You acknowledge that any unauthorized copying or unauthorized use of the LYNGSOE Software is a violation of this Agreement and copyright laws and is strictly prohibited.

S. TERMS AND TERMINATION
(a) This Agreement will be effective as of the date you accept this Agreement, thereby expressly agreeing to the terms 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 LYNGSOE Software AND destroy or remove from all hard drives, networks, and other storage media all copies of the LYNGSOE Software in your possession. LYNGSOE 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 LYNGSOE Software.
(c) Upon termination of this Agreement for any reason N all licenses and rights to use the LYNGSOE Software shall terminate and you must remove the LYNGSOE Software from your computer equipment and dispose of all originals and copies of the LYNGSOE 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 (ft you possess the legal right and ability to enter into this Agreement and to comply with its terms, (ii) you will use the LYNGSOE Software for lawful purposes only and in accordance with this Agreement and all applicable laws, regulations and policies, (fir) you will not attempt to decompile, reverse engineer or hack the LYNGSOE Software to defeat or overcome any encryption and/or other technical protection methods implemented by LYNGSOE with respect to the LYNGSOE Software and/or data transmitted, processed or stored by LYNGSOE or other users of the LYNGSOE Software, (iv) you will not take any steps to interfere with or in any manner compromise any of LYNGSOE 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 LYNGSOE, and (vi) you will only use the LYNGSOE 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 LYNGSOE Software, except to remove the LYNGSOE 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 LYNGSOE Software, LYNGSOE reserves the right to investigate occurrences which may involve such violations, and may involve, and cooperate with, law enforcement authorities in prosecuting users who have participated in such violations. (c) If LYNGSOE has reasonable grounds to suspect that your representations, warranties or promises are inaccurate or breached, LYNGSOE may terminate this license, deny any or all use of the LYNGSOE Software, and pursue any appropriate legal remedies.

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

MADE BY LYNGSOF, EITHER EXPRESS, IMPLIED, OR STATUTORY, WITH RESPECT TO THE LYNGSOE SOFTWARE, INCLUDING WARRANTIES OF QUALITY, PERFORMANCE, NON-1NFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A

PARTICULAR PURPOSE, NOR ARE THERE ANY WARRANTIES CREATED BY COURSE OF DEALING, COURSE OF PERFORMANCE, OR TRADE USAGE. LYNGSOE FURTHER DOES NOT REPRESENT OR WARRANT THAT THE LYNGSOE SOF7VVARE 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 LYNGSOE 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 LYNGSOE, ITS AFFILIATES, PARENT COMPANIES, SUBSIDIARIES, OFFICERS, DIRECTORS,

EMPLOYEES, AGENTS OR NETWORK SERVICE PROVIDERS BE LIABLE WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE (WHETHER ACTIVE, PASSIVE OR IMPUTED), PRODUCT LIABILITY OR STRICT LIABILITY OR OTHER

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

ANY LOSS OF DATA, SERVICE INTERRUPTION, COMPUTER FAILURE OR PECUNIARY LOSS) ARISING OUT OF THE USE OR

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

Page 32 of 34 ends

October 23, 20'17 Proposal No. 525561-000
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." • 1111 Lyngsoe
• • Systems
elevating logistics -
(b) Support for the LYNGSOE Software is not always provided directly by LYNGSOE. Please refer to Manufacturer's or Reseller's documentation to understand your rights, if any, to technical or product support to the LYNGSOE Software. (c) As some jurisdictions do not allow some of the exclusions set forth in this Section 9, some of these exclusions may not apply to you,

9. General Provisions
LYNGSOE reserves all rights not expressly granted herein. LYNGSOE may modify this Agreement at any time 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 LYNGSOE 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 LYNGSOE. 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 LYNGSOE at any time or times to require performance of any provision hereof shall in no manner affect its 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 without 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 LYNGSOE Software and may not be contradicted, explained or supplemented by evidence of any prior agreement, any contemporaneous oral agreement or any consistent additional terms. LYNGSOE 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

LYNGSOE SOFTVVARE, YOU EXPRESSLY CONSENT TO BE BOUND BY ITS TERMS AND CONDITIONS AND GRANT TO LYNGSOE THE RIGHTS SET FORTH HEREIN.

Lyngsoe Systems A'S 2015, Lyngsoe End User License version effective as of 1 July 2015.

APPENDIX 2

LYNGSOE TERMS FOR ENGINEERED GOODS
In the event that the Goods referred to in the GTCS are "made to order" CEngineered 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 LYNGSOE whilst completing the contractually agreed work do not constitute an integral part of the work performance of developing and/or manufacturing the Engineered Goods, and will remain the property of LYNGSOE. LYNGSOE 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 partial 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 work 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 without the prior written consent of Lyngsoe Systems.

Page 33 of 34 ends

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." •
U I Lyngsoe
• • Systems
eievu tiny fugf.s/ic
Lyngsoe acknowledges that the City of Santa Clara is a public agency subject to the requirements of the California Public Records Act. The city shall notify Lyngsce 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 mutual agreement, any publicly funded city, county, district, agency or similar entity shall have the authority to purchase specified goods/services directly from LYNGSOE under the terms and conditions of this contract. LYNGSOE agrees to extend identical pricing and services to other public agencies for the same terms. Each contracting agency will execute a separate contract with LYNGSOE for its requirements. Any ordering and billing shall take place directly between LYNGSOE and such entity

Page 34 of 34 ends

AGREEMENT FOR THE PERFORMANCE OF SERVICES

BY AND BETWEEN THE

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

EXHIBIT B

FEE SCHEDULE
Contractor shall provide equipment and maintenance for the costs below and as outlined on pages 21 —23 of the proposal (attached to Exhibit A):

Equipment pricing:

Equipment: $248,255.00
9% Sales Tax: $ 22,342.95
Total equipment: $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.

Agreement with Lyngsoe Systems, Inc./Fee Schedule/Exhibit B Page 1 of 1 Rev. 06/22/17

AGREEMENT FOR THE PERFORMANCE OF SERVICES

BY AND BETWEEN THE

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

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, at its sole cost and expense, the following insurance policies with at least the indicated coverages, provisions and endorsements:

COMMERCIAL GENERAL LIABILITY INSURANCE
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
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.

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:

Coverage shall 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 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 Lyngsoe Systems, Inc./Insurance Requirements/Exhibit C Page 1 of 4 Rev. 06/22/17

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.

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 two million dollars ($2,000,000) 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.

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 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.

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).

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/or endorsements, or similar provisions, must be part of each commercial general liability policy, and each umbrella or excess policy.

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.

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 Agreement with Lyngsoe Systems, Inc/Insurance Requirements/Exhibit C Page 2 of 4 Rev. 06/22/17
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.

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 (10) 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 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.

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.

ADDITIONAL INSURANCE RELATED PROVISIONS
Contractor and City agree as follows;
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.

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.

Agreement with Lyngsoe Systems, Inc./Insurance Requirements/Exhibit C Page 3 of 4 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 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.

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, Library Dept.

P.O. Box 100085 — S2 or 1 Ebix Way
Duluth, GA 30096 John's Creek, GA 30097
Telephone number: 951-766-2280
Fax number: 770-325-0409
Email address: [email protected]

QUALIFYING INSURERS
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 Lyngsoe Systems, Inc./Insurance Requirements/Exhibit C Page 4 of 4 Rev. 06/22/17

AGREEMENT FOR THE PERFORMANCE OF SERVICES

BY AND BETWEEN THE

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

EXHIBIT D

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:

I. If a Contractor' does any of the following:
a. Is convicted2 of operating a business in violation of any Federal, State or local law or regulation;
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 connection with: (1) obtaining; (2) attempting to obtain; or, (3) performing a public contract or subcontract; d. Is convicted of any offense which indicates a lack of business 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 principal 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 of nob o contendere within the past five (5) years. 3 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 property, collusion or conspiracy.

Agreement with Lyngsoe Systems, Inc./Ethical Standards for Contractors/Exhibit D Page 1 of 2 Rev. 06/22/17
2, If fraudulent, criminal or other seriously improper conduct of any officer, director, shareholder, partner, employee or other individual associated with the Contractor can be imputed to the Contractor when the conduct occurred in connection with the individual's performance 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 occurs:

1. The City determines that Contractor no longer has the financial capability4 or business experiences to perform the terms of, or operate under, this Agreement; or,

2. If City determines that the Contractor fails to submit information, or submits false information, which is required to perform or be awarded a contract with City, including, but not limited to, Contractor's failure to maintain a required State issued license, failure to obtain a City business license (if applicable) or failure to provide and maintain bonds and/or insurance policies required under this Agreement.

C. In the event a prospective Contractor (or bidder) is ruled ineligible (debarred) to participate in a contract award process or a contract is terminated pursuant to these provisions, Contractor may appeal 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 within thirty (30) days of the filing of the appeal request with the City Clerk. The Contractor will have the burden of proof on the appeal.

The Contractor shall have the opportunity to present evidence, both oral and documentary, and argument.
4 Contractor becomes insolvent, transfers assets in fraud of creditors, makes an assignment for the benefit of creditors, files a petition under any section or chapter of the federal Bankruptcy 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 assets of Contractor.
5 Loss of personnel deemed essential by the City for the successful performance of the obligations of the Contractor to the City.

Agreement with Lyngsoe Systems, Inc./Ethical Standards for Contractors/Exhibit D Page 2 of 2 Rev. 06/22/17
11/28/2017 4:50 PM FROM: Fax Neil Gillott TO: 14082479657 PAGE: 003 OF 003

AGREEMENT FOR THE PERFORMANCE OF SERVICES
BY AND BETWEEN .TII
CITY OF:SANTA eLARA, CALIFORNIA,
AND
LYNGSOE SYSTEMS, INC.

EXHIBIT E
-AFFIDAVIT OF :COMPLIANCE WITH ETHICAL STANDARDS
• ihorOy state. thatil.hAVo rf!aid•kid tio .derstata thelaugUAge, entitled "EthiCal sct:•fOrth in Exhibit D, I have the authority to make :these representations on my own behalf or oruhelialf of the legal 6.ntity, identified'herein.. i'hAvo-eXamined appropriate bume x•ecOtd&, and I have ntade .

App.roprite inquiry of those individuals pb tentiallY 'inclUded within the deanitiaitof "Contra.CtOC Contained; in. EthiCat Stitid.ards fOoMte 1.:

Based on iity revieiiii•Of the appropridte do aurierits and iny :goad-efaitlireviecV. o f -the necessary -inquiry responses, I hereby gate' that. neither the business entityrior any individual(s) belonging • to. aid "Contraetof' ealtepOryli:e„ °Wrier Or efo-owher•cif a. sdle,proinietorship, general :partner, •person who ,e,ontrols :ortag.power -to:control a business entity, ere.] has :been. oonvicted of any onebt:inere-cilthe:CrinieS idbritifiainthd.Ethical Standatcls.within the tdst five (5) years.

The above assertions are true and correet and are:in a& Unclet penalty of 'perjury ufider.the_law.S.

Of the StateofCatjforni& • '• • • - "
-LYNGSOE :SYS TEM So, 'IN

. •a: corporation
.Signature ofAhozedetor — j –epregentative
Name: .COry 1Coy
President
NOTAIRY':$ KNOWLEA) GlVigiqT -BE Ai-TA-amp
Plea se' exam he affidavit and 'attach.a notary. pubilies .a kriowled gment of eKeetlii.On:.6f tha affidavit:by the signatory, if the affidavit is on behalf Of a tOrliciiition,..paitnerShip,.6-i other legal entity thecomplete, legal :name and Itts tale cFU ron Signhigron behalf of the legal -entity 'sbali appear above \i'Vriffeh eviciehee of the this affidavit on behalf eta corporittieri, 131+tii6rship;:jeltit ivntuire, or any other lel inLty6t1i6r 'tlian aIe ppre1oithip shall be a tlat:hedi • ' • • • • •••
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Agreement with :t4hilioeSy:sterriti, InelAffida+At :of tornt;liabeftshibit:E Page
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AGREEMENT FOR THE PERFORMANCE OF SERVICES

BY AND BETWEEN THE

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

EXHIBIT F

MILESTONE SCHEDULE

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

Contract Signature/Letter of Authorization : Receipt of PO Drawings Approved :

Shipment :

Start Installation :

Installation Completed :

Final Acceptance (Start of Warranty) :
1 weeks At Receipt of Order (ARO)
14 weeks ARO
18 weeks ARO
20 weeks ARO
20 weeks ARO
Agreement with Lyngsoe Systems, Inc./Milestone Schedule/Exhibit F Page 1 of 1 Rev, 06/22/17

City Council and Authorities ConcurrentFebruary 11, 2025

City Council and Authorities Concurrent
February 11, 2025