Agenda packet — City Council and Authorities Concurrent, December 16, 2025 (part 2 of 11)

CITY OF SANTA CLARA

GENERAL FUND

EXPENDITURES OVERVIEW AND COMPARISON BY FUNCTION
FISCAL YEAR 2025/26 PY EXPENDITURES COMPARISON
8 City of Santa Clara
Financial Status Report as of October 31, 2025
General Fund Expenditures
Below is an explanation of certain budget to actual expenditure variances by program.

Non-Departmental: Includes expenditures that are not attributable to a single department, but a function of the City in general. Through October, expenditures totaled $6.1 million, or 32.6% of the budget, which is at par of 33.3%. Current year spend is approximately 4.8% higher than prior year levels.

City Attorney: Actual expenditures through October totaled approximately $1.3 million, which is 28.2% of the budget, which is below par. Spending is higher than the total expenditures through the same time last fiscal year by 38.3% due to higher salaries and benefits costs.

City Clerk: Through October, actual expenditures were tracking slightly above budget at approximately $0.6 million or 32.7% of the budget, primarily in the salaries and benefits categories. This expenditure level reflects a 17% decrease compared to last fiscal year due to the lower software subscription costs.

City Council: Through October, expenditures of $0.4 million were at 30% of budget, which is slightly below par. Compared to the same period through last fiscal year, this reflects a slight decrease in expenditures, resulting from lower spending for as-needed staff.

City Manager: The actual expenditures through October totaled $2.0 million, or 30.7% of the budget, which is slightly below par for this time of the year. Expenditures are approximately 47.4% higher compared with the spending level through the same period last fiscal year. This is due to higher spend in the salaries and benefits and contractual services categories.

Community Development Department: This department consists of three divisions: Planning, Building, and Housing and Community Services. The Building Division of this department is reflected in the Building Development Services Fund, which falls under the special revenue section of this report.

Through October, departmental expenditures for the Planning and Housing and Community Services divisions totaled $1.7 million, or 27.3% of the budget, which is below par of 33.3%. This expenditure level is 4.1% above the prior year as a result of higher salaries and benefits spend.

Finance Department: Through October, the Department’s expenditures totaled $6.3 million, or 29.3% of the budget, which is below par. This expenditure level was approximately 7.7% lower compared to the same period last year. Higher salaries and benefits spend is offset by lower contractual services costs.

Fire Department: Through October, actual expenditures totaled $24.1 million, or 34% of the budget, which is slightly above par. These expenditures are consistent with the spending level through the same period last fiscal year. Overtime expenditures are tracking at 82.2% of the budget, which is well above par for this time of year. Excluding reimbursable mutual aid-related overtime, the departmental overtime remains at approximately 75.43% of the budget. While this overtime figure is still above par, it is important to note that overtime is used to backfill for vacant positions and the vacancy savings offset a portion of the overtime costs.
9 City of Santa Clara
Financial Status Report as of October 31, 2025
Through October, absences are up 15% (from 27,576 to 31,619 hours) when compared with the prior fiscal year and remain above historical levels. Absences are trending high in the areas of compensation time usage, sick leave, and industrial injury time. Employees can elect for compensatory time over overtime pay when backfilling shift absences, which increases the need to backfill when the compensatory time is used. Through October, the compensatory time payouts total $789,305, which is above historical levels and 32% above the payouts of $597,612 experienced through October of last fiscal year. The Department will continue to monitor expenditures throughout the fiscal year, and any necessary budget adjustments will be brought forward for City Council consideration.

Library Department: Through October, actual expenditures totaled approximately $3.9 million, or

32.3% of the budget, which is at par, but 1.8% lower than expenditure levels last fiscal year.

Parks and Recreation Department: Through October, actual expenditures totaled $8.1 million, or

31.8% of the budget, which is slightly below par, but 8.2% higher than prior year actuals of $7.5 million.

This increase reflects higher spend in the salaries and benefits categories as well as maintenance, utilities and contractual services costs.

Police Department: Expenditures through October are tracking at $34.0 million, or 33.8% of the budget; this is approximately 12.5% higher prior year spending. The increase is mainly due to higher spend in the salaries and benefits categories.

Stadium Operation: Stadium operating expenditures are incurred first and billed on a reimbursement basis creating a timing difference in revenue recognition. Stadium expenditures of $5.1 million through October are tracking at 25% of the budget; this expenditure level is 20.7% above the prior fiscal year due to a greater number of non-NFL events held at the Stadium compared to the prior year. Events at the Stadium through October include two soccer matches, four concerts, two preseason and three regular season NFL games; these costs are fully reimbursed by the Stadium Manager and the Stadium Authority. The Bay Area Host Committee also provides reimbursement for expenses incurred related to Super Bowl LX and FIFA World Cup 2026 planning costs.
10 City of Santa Clara
Financial Status Report as of October 31, 2025
Special Revenue Funds
The table below is a summary of revenues and expenditures of select Special Revenue Funds as of October 31, 2025. The amended budget reflects carryover encumbrances from fiscal year 2024/25 and budget amendments approved by the City Council through October 2025.

Through the end of October, revenues totaled $11.6 million, or 38.2% of the estimate, which is above par of 33.3%, while expenditures totaled approximately $9.2 million, or 22.8%. Revenues in both the Building and Fire Development Services Funds and the Fire CUPA Fund are tracking above par. The Housing Authority Fund is tracking significantly above prior year levels due to additional interest paid on a housing loan. The Housing and Urban Development Fund shows higher revenue collections and higher spend than last fiscal year as the Housing Division continues to spend down grant funding. In the Housing Successor Agency Fund, contractual services spend is higher than prior years, while interest collections have come in lower than prior years.

Actual Actual $
Fund Adopted Amended Through Percentage Through Change From Percent Description Budget Budget 10/31/2025 Received 10/31/2024 Prior Year Change Building Development Services
Fee Fund
$ 16,736,000 $ 16,736,000 $ 7,219,635 43.14% 6,482,617 $ $ 737,018 11.37% City Affordable Housing Fund 1,253,326 1,253,326 302,474 24.13% 298,471 4,003 1.34% Fire CUPA Fund 2,019,000 2,019,000 1,177,563 58.32% 0 1,177,563 N/A Fire Development Services Fee
Fund
3,429,000 3,429,000 1,666,064 48.59% 1,640,551 25,513 1.56% Housing and Urban Development 5,427,794 5,427,794 711,269 13.10% 394,194 317,075 80.44% Housing Authority Fund 281,088 281,088 351,393 125.01% 21,792 329,601 1512.49% Housing Successor Fund 1,302,573 1,302,573 214,118 16.44% 376,367 (162,249) -43.11% TOTAL $ 30,448,781 $ 30,448,781 $ 11,642,516 38.24% 9,213,992 $ $ 2,428,524 26.36% Actual Actual $
Fund Adopted Amended Through Percentage Through Change From Percent Description Budget Budget 10/31/2025 Used 10/31/2024 Prior Year Change Building Development Services
Fee Fund
$ 17,307,319 $ 18,457,334 $ 5,736,636 31.08% 5,050,234 $ $ 686,402 13.59% City Affordable Housing Fund 6,984,995 7,292,572 375,506 5.15% 279,700 95,806 34.25% Fire CUPA Fund 1,779,867 1,779,867 420,508 23.63% 0 420,508 N/A Fire Development Services Fee
Fund
3,904,315 3,906,214 1,168,203 29.91% 1,218,382 (50,179) -4.12% Housing and Urban Development 5,427,794 7,126,175 1,121,679 15.74% 530,263 591,416 111.53% Housing Authority Fund 459,878 501,371 56,701 11.31% 54,034 2,667 4.94% Housing Successor Fund 1,127,973 1,347,976 321,527 23.85% 249,105 72,422 29.07% TOTAL $ 36,992,141 $ 40,411,509 $ 9,200,760 22.77% 7,381,718 $ $ 1,819,042 24.64%

PRIOR YEAR EXPENDITURE COMPARISON

CITY OF SANTA CLARA

SPECIAL REVENUE FUNDS

REVENUE AND EXPENDITURES - OVERVIEW AND COMPARISON BY FUND REVENUE - FISCAL YEAR 2025/26 PRIOR YEAR REVENUE COMPARISON EXPENDITURES - FISCAL YEAR 2025/26
11 City of Santa Clara
Financial Status Report as of October 31, 2025
Internal Service Funds
The table below displays the expenditures in the internal service funds across the City. The amended budget reflects current year appropriations, prior year carryover, and budget amendments approved through October 2025. As of October 31, 2025, the internal service fund expenditures totaled $16.2 million, or 27.8% of the amended budget. The change in spend in the Special Liability Fund is due to higher insurance premium costs that were assumed in the development of the budget. The expenditure fluctuations in the Vehicle Replacement Fund are due to the timing of vehicle purchases throughout the year. In the Communication Acquisitions Fund, spend reflects replacements and maintenance to the City’s current inventory of radios.

Actual Actual $
Fund Adopted Amended Through Percentage Through Change From Percent Description Budget Budget 10/31/2025 Used 10/31/2024 Prior Year Change Communication Acquisitions Fund $ 1,064,336 $ 1,642,638 $ 472,864 28.79% $ 309,113 $ 163,751 52.97% Fleet Maintenance and Operations
Fund
6,757,227 7,116,065 2,098,499 29.49% 1,891,862 206,637 10.92% Information Technology Services
Fund
18,755,875 21,088,465 3,716,601 17.62% 3,595,790 120,811 3.36% Public Works Capital Projects
Management Fund
4,991,087 5,863,020 1,516,813 25.87% 1,399,274 117,539 8.40% Special Liability Fund 9,152,000 9,209,062 4,890,146 53.10% 3,385,046 1,505,100 44.46% Unemployment Insurance Fund 100,000 100,000 48,633 48.63% 24,637 23,996 97.40% Vehicle Replacement Fund 3,994,000 6,412,055 557,644 8.70% 1,240,918 (683,274) -55.06% Workers' Compensation Fund 6,858,000 6,858,000 2,928,633 42.70% 3,099,481 (170,848) -5.51% TOTAL $ 51,672,525 $ 58,289,305 $ 16,229,833 27.84% 14,946,121 $ $ 1,283,712 8.59%

CITY OF SANTA CLARA

INTERNAL SERVICE FUNDS

EXPENDITURES - OVERVIEW AND COMPARISON BY FUND
EXPENDITURES - FISCAL YEAR 2025/26 PRIOR YEAR EXPENDITURE COMPARISON 12 City of Santa Clara
Financial Status Report as of October 31, 2025
Governmental Capital Improvement Funds
The table below lists the revenue for selected capital improvement funds. The amended budget reflects current year appropriations, prior year carryover, and budget amendments approved through October 2025. As of October 31, 2025, the capital fund revenue totaled approximately $14.1 million. In the Parks and Recreation Capital Fund, $8.6 million represents MFA collections, $0.9 million represents Quimby Act fees received, with interest earnings accounting for the remaining collections. The revenue collected in the Related Santa Clara Fund represents developer contributions. The revenue shown in the Storm Drain Capital Fund are customer service charges. The amount collected in the Tasman East Specific Infrastructure Fund is interest earnings, while the collections in the Streets and Highways Capital Fund are comprised of interest earnings, grant funding, fees, and VTA Measure B proceeds.

Actual
Fund Current Year Prior Year Total Amended Through Percentage Description Appropriation Carryforward Budget 10/31/2025 Used Parks & Recreation $ 500,000 $ 284,469 $ 784,469 $ 10,223,843 1303.28% Related Santa Clara Developer 803,406 - 803,406 235,000 29.25% Storm Drain 1,454,000 3,154,100 4,608,100 533,667 11.58% Streets & Highways 7,413,458 21,158,544 28,572,002 3,029,812 10.60% Tasman East Specific Infrastructure
Improvement Fund
- 3,734,932 3,734,932 83,227 2.23%
TOTAL $ 10,170,864 $ 28,332,045 $ 38,502,909 $ 14,105,549 36.64%

CITY OF SANTA CLARA

GOVERNMENTAL CAPITAL IMPROVEMENT FUNDS

REVENUE - OVERVIEW AND COMPARISON BY SELECTED FUND
REVENUE - FISCAL YEAR 2025/26
The table below lists the total amended budgeted amounts for expenditures in the Capital Improvement Funds. Similar to the revenue table, the amended expenditure budgets consist of current year appropriations, prior year carryover encumbrance balances in Governmental Capital Improvement Funds, and budget amendments approved through October 2025. As of October 31, 2025, capital fund expenditures totaled $15.8 million, or 9% of the amended budget, well below par of 33.3%.

As part of the adoption of the FY 2025/26 and FY 2026/27 biennial operating budget, capital funds were carried over for projects that were not anticipated to be completed by June 30, 2025. Necessary additional adjustments to the capital carryover amounts are included as part of the Budgetary Year-End Report for FY 2024/25, which will be brought forward for City Council approval in December 2025. 13 City of Santa Clara
Financial Status Report as of October 31, 2025
Actual
Fund Current Year Prior Year Total Amended Through Percentage Description Appropriation Carryforward Budget 10/31/2025 Used Fire $ 528,065 1,843,700 $ 2,371,765 $ 675,311 28.47%
General Gov't - Other 2,776,902 13,044,393 15,821,295 368,415 2.33% Library 21,804 650,322 672,126 7,268 1.08%
Parks & Recreation 8,182,875 36,311,156 44,494,031 1,245,261 2.80% Public Buildings 547,511 7,897,509 8,445,020 2,384,405 28.23% Related Santa Clara Developer 803,406 263,001 1,066,407 217,327 20.38% Storm Drain 660,357 8,743,063 9,403,420 434,846 4.62%
Streets & Highways 18,415,538 72,157,339 90,572,877 10,479,086 11.57% Tasman East Specific Infrastructure
Improvement Fund
1,433,038 2,827,188 4,260,226 6,046 0.14%
TOTAL $ 33,369,496 $ 143,737,671 $ 177,107,167 $ 15,817,965 8.93% EXPENDITURES - FISCAL YEAR 2025/26

CITY OF SANTA CLARA

SUMMARY OF EXPENDITURES

GOVERNMENTAL CAPITAL IMPROVEMENT FUNDS
14 City of Santa Clara
Financial Status Report as of October 31, 2025
Enterprise Funds
The table below is a summary of revenues and expenses for the Enterprise Operating Funds as of October 31, 2025. Overall, revenues and expenditures are tracking below budgeted levels, but above prior year levels.

Actual Actual $
Fund Adopted Amended Through Percentage Through Change From Percent Description Budget Budget 10/31/2025 received 10/31/2024 Prior Year Change Cemetery Fund $ 600,000 $ 600,000 $ 209,567 34.93% 189,167 $ $ 20,400 10.78% Electric Utility Fund 1,128,195,241 1,128,195,241 252,986,826 22.42% 345,709,470 (92,722,644) -26.82% Sewer Utility Fund 52,407,375 52,407,375 16,378,614 31.25% 15,410,929 967,685 6.28% Solid Waste Utility Fund 42,287,613 42,287,613 12,147,542 28.73% 11,420,020 727,522 6.37% Water Recycling Fund 9,651,409 9,651,409 3,618,870 37.50% 3,445,005 173,865 5.05% Water Utility Fund 76,402,644 76,402,644 23,778,827 31.12% 22,297,940 1,480,887 6.64% TOTAL REVENUE $ 1,309,544,282 $ 1,309,544,282 $ 309,120,246 23.61% 398,472,531 $ $ (89,352,285) -22.42% Actual Actual $
Fund Adopted Amended Through Percentage Through Change From Percent Description Budget Budget 10/31/2025 Used 10/31/2024 Prior Year Change Cemetery Fund $ 1,757,102 $ 1,774,177 $ 385,843 21.75% 425,214 $ $ (39,371) -9.26% Electric Utility Fund 712,617,141 723,672,626 224,061,794 30.96% 179,186,348 44,875,446 25.04% Sewer Utility Fund 43,738,253 44,110,349 12,017,102 27.24% 17,088,240 (5,071,138) -29.68% Solid Waste Utility Fund 42,061,065 46,374,375 12,204,659 26.32% 12,448,844 (244,185) -1.96% Water Recycling Fund 10,890,055 10,927,484 2,441,146 22.34% 2,144,571 296,575 13.83% Water Utility Fund 66,793,248 68,017,282 19,482,027 28.64% 18,252,489 1,229,538 6.74% TOTAL - Operating
Appropriations
$ 877,856,864 $ 894,876,293 $ 270,592,571 30.24% 229,545,706 $ $ 41,046,865 17.88%

CITY OF SANTA CLARA

ENTERPRISE OPERATING FUNDS

REVENUE AND EXPENSES - OVERVIEW AND COMPARISON BY FUND
REVENUE - FISCAL YEAR 2025/26 PRIOR YEAR REVENUE COMPARISON EXPENDITURES - FISCAL YEAR 2025/26 PRIOR YEAR EXPENSE COMPARISON Revenues in the electric (which also includes the Electric Debt Service Fund), water, sewer (which also includes the Sewer Debt Service Fund) and water recycling funds are primarily from customer service charges. The activity levels for these customer service charges also impact the resource and production costs on the expenditure side for these funds. In the Water Recycling Fund, higher customer service charges have been collected, with higher spend in the resource/production category due to timing of payments. In the Electric Utility Fund, the significant increase in spend is attributable to the resource/production and salaries and benefits categories, while the decrease in revenue is attributable to bond proceeds received last fiscal year. The Cemetery Fund has seen higher activity in the sales category.
15 City of Santa Clara
Financial Status Report as of October 31, 2025
A summary of revenue and expenses in the Enterprise Capital Improvement Funds is detailed in the tables below. Actual revenue through October 31, 2025, totaled $4.3 million, consisting primarily of developer contributions in the Electric Utility Fund and sewer fees in the Sewer Utility Fund. In the Electric Utility Capital Fund, the decrease in revenue collected when compared to September is attributable to a refund made to a developer due to an overpayment. Enterprise capital fund expenses totaled $27.8 million, or 3.5% of the amended budget. Similar to the general government capital funds, capital funds were carried over from FY 2024/25 as part of the FY 2025/26 and FY 2026/27 budget adoption process for those projects that were not expected to be completed by June 30, 2025.

Additional necessary adjustments to the capital carryover amounts based on actual year-end expenditures are included in the Budgetary Year-End Report for FY 2024/25, which will be brought forward for City Council approval in December 2025.

Actual
Fund Current Year Prior Year Total Amended Through Percentage Description Appropriation Carryforward Budget 10/31/2025 Used Electric Utility Fund $ 25,505,075 $ 24,039,903 $ 49,544,978 $ 1,557,963 3.14% Sewer Utility Fund - - - 2,724,265 N/A
Solid Waste Utility Fund 258,000 246,500 504,500 - 0.00% Street Lighting (1) - - - 3,429 N/A
Water Recycling Fund - - - - N/A
Water Utility Fund - - - 39,760 N/A
TOTAL - Revenue $ 25,763,075 $ 24,286,403 $ 50,049,478 $ 4,325,417 8.64% Actual
Fund Current Year Prior Year Total Amended Through Percentage Description Appropriation Carryforward Budget 10/31/2025 Used Cemetery Fund $ - $ 270,489 $ 270,489 $ - 0.00%
Convention Center Capital
Fund
- 2,509,218 2,509,218 - 0.00%
Electric Utility Fund 369,266,575 351,029,528 720,296,103 21,547,460 2.99% Sewer Utility Fund 18,147,399 35,573,235 53,720,634 2,302,011 4.29% Solid Waste Utility Fund 812,000 131,477 943,477 409,126 43.36% Street Lighting (1) 125,000 7,161,945 7,286,945 865,818 11.88% Water Recycling Fund 50,000 - 50,000 1,486 2.97%
Water Utility Fund 8,539,100 7,255,804 15,794,904 2,639,075 16.71%

TOTAL - CIP
Appropriations
$ 396,940,075 $ 403,931,695 $ 800,871,770 $ 27,764,976 3.47%

CITY OF SANTA CLARA

ENTERPRISE CAPITAL IMPROVEMENT FUNDS

SUMMARY OF EXPENDITURES
EXPENSES - FISCAL YEAR 2025/26

CITY OF SANTA CLARA

ENTERPRISE CAPITAL IMPROVEMENT FUNDS

REVENUE - OVERVIEW AND COMPARISON BY SELECTED FUND
REVENUE - FISCAL YEAR 2025/26
(1) Street Lighting fund is part of Electric Capital Improvement Funds 16 City of Santa Clara
Financial Status Report as of October 31, 2025
Fund Reserves
By policy, City Council established the City’s General Contingency Reserve, under which reserves for Budget Stabilization and Capital Projects were established. • Budget Stabilization Reserve is set aside for weathering economic downturns, emergency financial crisis, or disaster situations. The reserve target is equal to the expenditures of the City’s General Fund operations for three months (90-day or 25% General Fund Adopted Operating Budget).
• Capital Projects Reserve earmarks funds for the Capital Improvement Program.

Other General Reserves and Enterprise Fund Reserves included in this report are highlighted as follows:
• Technology Fee Reserve is set aside to update and/or replace the City’s aging technology and to ensure internal controls are in compliance with current business standard and legal requirements.
• Land Sale Reserve is net proceeds from the sale of City-owned land, with interest earned on these funds available to be appropriated for General Fund operating expenditures. This reserve is available for appropriation by City Council action.
• The Electric Utility Rate Stabilization Reserve and Operations and Maintenance Reserve ensures sufficient operating cash is available to cover day-to-day expenses, address unforeseen cost increases or revenue shortfalls, and ensure debt service coverage. • The Replacement and Improvement Reserve in the Water and Sewer Utility Funds is for future capital improvement.

The table below summarizes select reserve balances.
17 City of Santa Clara
Financial Status Report as of October 31, 2025
DETAIL OF SELECTED FUND RESERVE BALANCES:

GENERAL

FUND ELECTRIC WATER
Budget Stabilization Reserve $ 79,900,000
Capital Projects Reserve 8,364,224
Land Sale Reserve 10,343,105
Technology Fee Reserve 2,355,271
Electric Rate Stabilization Fund Reserve $ 78,000,000
Electric Operations and Maintenance Reserve 377,000,000 Replacement & Improvement $ 303,090
TOTALS $ 100,962,600 $ 455,000,000 $ 303,090

CITY OF SANTA CLARA

RESERVE BALANCES
October 31, 2025
Donations to the City of Santa Clara
Donations received by department during the month of October 2025 and for fiscal year 2025/26 are shown in the table below.

Department Oct-25
Fiscal Year
2025/26
Year To Date Designated Use
City Manager's Office - 50 Help Your Neighbor
Parks & Recreation - 22,000 Case Management
Parks & Recreation - 1,467 Roberta Jones Jr. Theatre
Parks & Recreation 125 1,950 Wade Brummal
TOTALS $ 125 $ 25,467
_____________________________________________________________________

MONTHLY INVESTMENT REPORT
October 2025
City of
Santa Clara
The Center of What's Possible
5 Attachment B: Statement of Transactions 13
City of Santa Clara
Monthly Investment Report

TABLE OF CONTENTS
Page #
1 Summary of Investment Portfolio 1
2 Summary of Investments 5
3 Investment Maturity Distribution Schedule 6
4 Attachment A: Investment Inventory With Market Value 7 1 CITY OF SANTA CLARA

SUMMARY OF INVESTMENT PORTFOLIO
All securities held by the City of Santa Clara as of October 31, 2025 were in compliance with the City's Investment Policy Statement regarding current market strategy and long-term goals and objectives. All securities held are rated A or higher by two nationally recognized rating agencies. There is adequate cash flow and maturity of investments to meet the City’s needs for the next six months.

The following table provides the breakdown of the total portfolio among the City, the Sports and Open Space Authority (SOSA), and the Housing Authority (HA) as of October 31, 2025.

On October 31, 2025 the cost value and market value of the City's unrestricted pooled investment portfolio were $1,500,883,214 and $1,511,944,512 respectively.

Investment Strategy and Market Update
The Federal Reserve (Fed) cut the target range for the federal funds rate at the second consecutive meeting to a three-year low of

3.75% to 4.00%. It also announced the end of its quantitative tightening program on December 1, at which point it will halt balance sheet reductions.

Despite the lack of official economic data due to the government shutdown, Powell stated that available data suggest the outlook for employment and inflation remains unchanged since the last meeting. However, he emphasized another rate cut in December is “far from” a foregone conclusion.

The Consumer Price Index (CPI) came in below expectations, rising 3.0% year-over-year. Tariff passthroughs remain modest, though certain import-reliant categories are showing some inflationary pressures. The White House said the October CPI report will not likely be released, adding complexity to the Fed’s decision-making process.

Yields on 3-month, 2-year, and 10-year U.S. Treasuries ended the month at 3.81%, 3.57%, and 4.08% representing decreases of - 12 bps, -3 bps, and -7 bps, respectively. Falling Treasury yields continue to push mortgage rates lower, and they reached a threeyear low of 6.31% at the end of October.

Lower yields in October drove positive returns across fixed income indices. The ICE BofA 3-month, 2-year, and 10-yearU.S.

Treasury indices returned +0.35%, +0.31%, and +0.78%, respectively.

COST VALUE PERCENTAGE
City $1,499,462,664 99.91%
SOSA 15,130 0.00%
HA 1,405,420 0.09%
Unrestricted $1,500,883,214 100.00%
Restricted Bond Proceeds 2,456,469
Total Investments $1,503,339,683
2 The City's investment strategy for October 2025 was to invest funds not required to meet current obligations, in securities listed in the prevailing Investment Policy Statement, with maturities not to exceed five years from date of purchase. This strategy ensures safety of the City’s funds, provides liquidity to meet the City’s cash needs, and earns a reasonable portfolio return. PFM Asset Management LLC began actively managing the City’s securities portfolio on September 1, 2020.

As of October 31, 2025, 45.48% of the City’s portfolio consists of U.S. Treasury Notes, 20.59% consists of California Asset Management Program (CAMP), 16.58% consists of investment grade Corporate Notes, 8.53% consists of investment grade Mortgage-Backed Securities, 7.74% consists of investment grade Asset-Back Securities, 0.50% consists of Negotiable Certificates of Deposit, and 0.42% consists of Local Agency Investment Fund (LAIF). In addition, City bond proceeds are invested in separate funds and are not included in the calculation of the City’s portfolio yield.

U.S. Treasury Notes

45.48%
Corporate Notes

16.58%
Asset-Backed Securities

7.74%
Negotiable Certificates of
Deposit

0.50%
Mortgage-Backed Securities

8.53%
Money Market Fund

0.00%
Local Agency
Investment Fund (LAIF)

0.42%
California Asset Management
Program (CAMP)

20.59% Mutual Fund - Traffic Mitigation
Bond Proceeds

0.16%
3 The City’s securities portfolio is benchmarked against the ICE BAML 1-5 US Treasury Index.

4.12%

4.14%

4.26%

0.00%

0.50%

1.00%

1.50%

2.00%

2.50%

3.00%

3.50%

4.00%

4.50%

5.00%
Sep-21 Dec-21 Mar-22 Jun-22 Sep-22 Dec-22 Mar-23 Jun-23 Sep-23 Dec-23 Mar-24 Jun-24 Sep-24 Dec-24 Mar-25 Jun-25 Sep-25 Securities Portfolio Yield at Cost vs Index 24-Month Average of Yield at Market Securities Portfolio (yield at cost)
City's Benchmark Index (24-month rolling average market yield) BofA 1-5 AAA-A Corp & Gov't Index (24-month rolling average market yield) r r r r r r r r r r
4 The following table summarizes the investment yields other information of the City’s investment portfolio components, along with comparable-maturity market indices. Also shown are the monthly interest income and aggregate year-to-date income.

Current Month
10/31/2025
Investment Yield
Liquidity Portfolio1

4.23%
LAIF average monthly yield 4.15%
Securities Portfolio2

4.12%
ICE BAML 1-5 US Treasury Index (24-month rolling average market yield) 4.14% ICE BAML 1-5 AAA-A US Corporate & Government Index (24-month rolling average market yield) 4.26%
City Portfolio (Liquidity + Securities) 4.14%
Investment Total Return*
Securities Portfolio 0.37%
ICE BAML 1-5 US Treasury Index 0.37%
ICE BAML 1-5 AAA-A US Corporate & Government Index 0.38% Average Maturity of Investments (in years)
Liquidity Portfolio1

0.09 Securities Portfolio2

2.94 City Portfolio (Liquidity + Securities) 2.33
ICE BAML 1-5 US Treasury Index 2.71
ICE BAML 1-5 AAA-A US Corporate & Government Index 2.76 Cash Interest Income Current Month3
$ 6,273,453
Cash Interest Income Fiscal Year-To-Date3
$ 19,718,300

1. Consists of CAMP Pool, LAIF, Dreyfus Traffic Mitigation Fund, & Principal Sweep Account

2. Core long term portfolio managed by PFM Asset Management

3. Cash basis
* Total rate of return including earnings, distributions, and capital appreciation/depreciation of all portfolio assets 5 CITY OF SANTA CLARA
SUMMARY OF INVESTMENTS OCTOBER 31, 2025
PER
COST % OF INVESTMENT

INVESTMENT TYPE VALUE PORTFOLIO POLICY
U.S. Treasury Notes 683,692,027 45.48% No Limit
Corporate Notes 249,199,112 16.58% 25%
Asset-Backed Securities 116,310,522 7.74% 10%
Negotiable Certificates of Deposit 7,500,000 0.50% 30%
Mortgage-Backed Securities 128,186,213 8.53% 15%
Money Market Fund 63,950 0.00% 10% Per Fund
Local Agency Investment Fund (LAIF) 6,347,618 0.42% $75 M California Asset Management Program (CAMP) 309,583,772 20.59% No Limit Mutual Fund - Traffic Mitigation Bond Proceeds 2,456,469 0.16% 10% Per Fund TOTAL INVESTMENTS $ 1,503,339,683 100.00%
6 INVESTMENT MATURITY DISTRIBUTION
AS OF OCTOBER 31, 2025

UNRESTRICTED POOLED PORTFOLIO

MATURITY NUMBER OF
(IN MONTHS) COST VALUE INVESTMENTS DISTRIBUTION
DEMAND (a) $ 255,995,340 (a) 3 17.06%
0 TO 6 84,337,193 8 5.62%
7 TO 12 21,761,347 4 1.45%
13 TO 18 110,251,165 16 7.35%
19 TO 24 205,016,572 19 13.66%
25 TO 30 88,009,804 17 5.86%
31 TO 36 148,692,074 27 9.91%
37 TO 42 155,111,905 25 10.33%
43 TO 48 141,517,488 21 9.43%
49 TO 54 139,038,136 25 9.26%
55 TO 60 151,152,190 19 10.07%
TOTAL $ 1,500,883,214 184 100.00%
Average Maturity of Unrestricted Pool: 2.33 Years
(a) $20 million is earmarked for the City's Electric Utility power-trading. 0%
2%
4%
6%
8%
10%
12%
14%
16%
18%
20%
22%
24%

INVESTMENT MATURITY DISTRIBUTION

UNRESTRICTED POOLED PORTFOLIO
AS OF OCTOBER 31, 2025
City of Santa Clara Monthly Report
10/31/2025
Description Issue Date Coupon Rate Maturity Date CUSIP Par Value S&P Rating Settle Date Cost Value YTM at Cost Market Value Unrealized G/LUNITED STATES TREASURY 12/15/2023 4.375% 12/15/2026 91282CJP7 12,575,000.00 AA+ 6/2/2025 12,642,295.90 4.01% 12,662,396.25 20,100.35UNITED STATES TREASURY 12/15/2023 4.375% 12/15/2026 91282CJP7 11,110,000.00 AA+ 12/18/2024 11,138,642.97 4.24% 11,187,214.50 48,571.53UNITED STATES TREASURY 1/31/2025 4.125% 1/31/2027 91282CMH1 4,065,000.00 AA+ 2/3/2025 4,058,013.28 4.22% 4,085,487.60 27,474.32 UNITED STATES TREASURY 1/31/2025 4.125% 1/31/2027 91282CMH1 2,400,000.00 AA+ 2/18/2025 2,394,281.25 4.25% 2,412,096.00 17,814.75UNITED STATES TREASURY 2/15/2024 4.125% 2/15/2027 91282CKA8 12,205,000.00 AA+ 12/19/2024 12,180,208.59 4.22% 12,271,273.15 91,064.56UNITED STATES TREASURY 4/15/2024 4.500% 4/15/2027 91282CKJ9 21,925,000.00 AA+ 11/20/2024 22,050,041.02 4.25% 22,183,715.00 133,673.98 UNITED STATES TREASURY 5/15/2017 2.375% 5/15/2027 912828X88 5,400,000.00 AA+ 8/8/2022 5,248,546.88 3.01% 5,298,534.00 49,987.12UNITED STATES TREASURY 5/15/2024 4.500% 5/15/2027 91282CKR1 15,280,000.00 AA+ 12/18/2024 15,373,112.50 4.23% 15,472,222.40 99,109.90 UNITED STATES TREASURY 5/15/2024 4.500% 5/15/2027 91282CKR1 2,200,000.00 AA+ 9/17/2024 2,257,492.19 3.46% 2,227,676.00 -29,816.19UNITED STATES TREASURY 6/17/2024 4.625% 6/15/2027 91282CKV2 27,665,000.00 AA+ 9/27/2024 28,426,868.16 3.55% 28,092,977.55 -333,890.61 UNITED STATES TREASURY 6/17/2024 4.625% 6/15/2027 91282CKV2 10,000,000.00 AA+ 10/16/2024 10,188,671.88 3.87% 10,154,700.00 -33,971.88UNITED STATES TREASURY 6/17/2024 4.625% 6/15/2027 91282CKV2 5,020,000.00 AA+ 10/22/2024 5,102,947.66 3.96% 5,097,659.40 -5,288.26 UNITED STATES TREASURY 8/1/2022 2.750% 7/31/2027 91282CFB2 9,350,000.00 AA+ 9/14/2022 8,996,818.36 3.60% 9,212,648.50 215,830.14UNITED STATES TREASURY 8/15/1997 6.375% 8/15/2027 912810FA1 9,390,000.00 AA+ 10/5/2023 9,913,052.34 4.78% 9,839,311.50 -73,740.84 UNITED STATES TREASURY 8/15/2017 2.250% 8/15/2027 9128282R0 4,540,000.00 AA+ 9/6/2022 4,304,310.16 3.40% 4,433,582.40 129,272.24UNITED STATES TREASURY 9/30/2022 4.125% 9/30/2027 91282CFM8 7,495,000.00 AA+ 10/11/2024 7,546,528.13 3.88% 7,565,527.95 18,999.82UNITED STATES TREASURY 9/30/2022 4.125% 9/30/2027 91282CFM8 3,785,000.00 AA+ 11/3/2022 3,760,308.79 4.27% 3,820,616.85 60,308.06UNITED STATES TREASURY 10/31/2022 4.125% 10/31/2027 91282CFU0 42,865,000.00 AA+ 3/6/2025 43,036,439.69 4.02% 43,293,650.00 257,210.31UNITED STATES TREASURY 10/31/2022 4.125% 10/31/2027 91282CFU0 16,115,000.00 AA+ 9/17/2024 16,442,335.94 3.43% 16,276,150.00 -166,185.94UNITED STATES TREASURY 10/31/2022 4.125% 10/31/2027 91282CFU0 18,960,000.00 AA+ 10/11/2024 19,088,128.13 3.89% 19,149,600.00 61,471.87UNITED STATES TREASURY 10/31/2022 4.125% 10/31/2027 91282CFU0 4,255,000.00 AA+ 12/13/2022 4,309,517.19 3.83% 4,297,550.00 -11,967.19UNITED STATES TREASURY 10/31/2022 4.125% 10/31/2027 91282CFU0 4,750,000.00 AA+ 1/31/2023 4,833,310.55 3.72% 4,797,500.00 -35,810.55 UNITED STATES TREASURY 11/17/1997 6.125% 11/15/2027 912810FB9 3,100,000.00 AA+ 7/24/2024 3,288,058.59 4.14% 3,254,039.00 -34,019.59 UNITED STATES TREASURY 11/30/2022 3.875% 11/30/2027 91282CFZ9 7,130,000.00 AA+ 9/5/2024 7,182,917.97 3.63% 7,169,286.30 -13,631.67UNITED STATES TREASURY 1/3/2023 3.875% 12/31/2027 91282CGC9 7,325,000.00 AA+ 2/8/2023 7,335,270.52 3.85% 7,367,338.50 32,067.98UNITED STATES TREASURY 1/3/2023 3.875% 12/31/2027 91282CGC9 4,850,000.00 AA+ 2/2/2023 4,906,078.13 3.62% 4,878,033.00 -28,045.13UNITED STATES TREASURY 1/3/2023 3.875% 12/31/2027 91282CGC9 5,475,000.00 AA+ 1/31/2023 5,518,415.04 3.70% 5,506,645.50 -11,769.54UNITED STATES TREASURY 1/3/2023 3.875% 12/31/2027 91282CGC9 7,175,000.00 AA+ 9/27/2024 7,247,030.27 3.54% 7,216,471.50 -30,558.77UNITED STATES TREASURY 1/31/2023 3.500% 1/31/2028 91282CGH8 855,000.00 AA+ 5/16/2023 855,400.78 3.49% 853,264.35 -2,136.43 UNITED STATES TREASURY 2/28/2023 4.000% 2/29/2028 91282CGP0 8,080,000.00 AA+ 1/26/2024 8,002,541.98 4.05% 8,151,992.80 149,450.82UNITED STATES TREASURY 2/28/2023 4.000% 2/29/2028 91282CGP0 2,450,000.00 AA+ 3/7/2023 2,422,820.31 4.25% 2,471,829.50 49,009.19UNITED STATES TREASURY 2/28/2023 4.000% 2/29/2028 91282CGP0 5,215,000.00 AA+ 10/11/2024 5,230,685.74 3.90% 5,261,465.65 30,779.91 UNITED STATES TREASURY 2/28/2023 4.000% 2/29/2028 91282CGP0 7,360,000.00 AA+ 5/16/2023 7,532,500.00 3.46% 7,425,577.60 -106,922.40UNITED STATES TREASURY 3/31/2023 3.625% 3/31/2028 91282CGT2 2,680,000.00 AA+ 5/4/2023 2,691,241.91 3.42% 2,681,983.20 -9,258.71UNITED STATES TREASURY 5/1/2023 3.500% 4/30/2028 91282CHA2 5,075,000.00 AA+ 5/2/2023 5,042,488.28 3.64% 5,063,479.75 20,991.47UNITED STATES TREASURY 5/31/2023 3.625% 5/31/2028 91282CHE4 11,735,000.00 AA+ 6/5/2023 11,695,577.73 3.70% 11,743,683.90 48,106.17UNITED STATES TREASURY 5/31/2023 3.625% 5/31/2028 91282CHE4 10,115,000.00 AA+ 3/3/2025 10,002,391.60 3.99% 10,122,485.10 120,093.50UNITED STATES TREASURY 5/31/2023 3.625% 5/31/2028 91282CHE4 8,285,000.00 AA+ 1/26/2024 8,149,074.22 4.04% 8,291,130.90 142,056.68UNITED STATES TREASURY 6/30/2023 4.000% 6/30/2028 91282CHK0 6,025,000.00 AA+ 7/10/2023 5,934,570.68 4.36% 6,086,635.75 152,065.07UNITED STATES TREASURY 7/31/2023 4.125% 7/31/2028 91282CHQ7 4,950,000.00 AA+ 8/2/2023 4,921,962.89 4.25% 5,017,122.00 95,159.11UNITED STATES TREASURY 8/31/2023 4.375% 8/31/2028 91282CHX2 2,900,000.00 AA+ 1/26/2024 2,936,527.61 4.03% 2,959,131.00 22,603.39UNITED STATES TREASURY 10/31/2023 4.875% 10/31/2028 91282CJF9 5,900,000.00 AA+ 1/4/2024 6,140,839.84 3.94% 6,109,745.00 -31,094.84UNITED STATES TREASURY 10/31/2023 4.875% 10/31/2028 91282CJF9 5,160,000.00 AA+ 1/8/2024 5,355,717.19 4.00% 5,343,438.00 -12,279.19 UNITED STATES TREASURY 11/16/1998 5.250% 11/15/2028 912810FF0 11,160,000.00 AA+ 9/17/2024 11,969,100.00 3.37% 11,679,609.60 -289,490.40 UNITED STATES TREASURY 11/30/2023 4.375% 11/30/2028 91282CJN2 8,025,000.00 AA+ 1/26/2024 8,150,704.10 4.01% 8,200,827.75 50,123.65 UNITED STATES TREASURY 1/2/2024 3.750% 12/31/2028 91282CJR3 14,950,000.00 AA+ 1/19/2024 14,770,132.81 4.02% 15,007,856.50 237,723.69 11/14/2025 5:30 PM 1 of 6
Attachment A
City of Santa Clara Monthly Report
10/31/2025
Description Issue Date Coupon Rate Maturity Date CUSIP Par Value S&P Rating Settle Date Cost Value YTM at Cost Market Value Unrealized G/LUNITED STATES TREASURY 1/2/2024 3.750% 12/31/2028 91282CJR3 6,250,000.00 AA+ 1/4/2024 6,202,148.44 3.92% 6,274,187.50 72,039.06 UNITED STATES TREASURY 1/31/2024 4.000% 1/31/2029 91282CJW2 6,400,000.00 AA+ 2/13/2024 6,367,750.00 4.11% 6,472,768.00 105,018.00UNITED STATES TREASURY 1/31/2024 4.000% 1/31/2029 91282CJW2 4,735,000.00 AA+ 9/5/2024 4,814,348.24 3.58% 4,788,836.95 -25,511.29UNITED STATES TREASURY 1/31/2024 4.000% 1/31/2029 91282CJW2 5,030,000.00 AA+ 2/14/2024 4,968,107.42 4.28% 5,087,191.10 119,083.68UNITED STATES TREASURY 2/16/1999 5.250% 2/15/2029 912810FG8 8,610,000.00 AA+ 7/24/2024 9,040,500.00 4.04% 9,062,369.40 21,869.40UNITED STATES TREASURY 2/29/2024 4.250% 2/28/2029 91282CKD2 4,375,000.00 AA+ 9/27/2024 4,498,046.88 3.56% 4,459,787.50 -38,259.38UNITED STATES TREASURY 2/29/2024 4.250% 2/28/2029 91282CKD2 2,850,000.00 AA+ 3/7/2024 2,867,923.83 4.11% 2,905,233.00 37,309.17UNITED STATES TREASURY 4/1/2024 4.125% 3/31/2029 91282CKG5 10,050,000.00 AA+ 4/11/2024 9,938,900.39 4.37% 10,207,785.00 268,884.61UNITED STATES TREASURY 4/30/2024 4.625% 4/30/2029 91282CKP5 16,425,000.00 AA+ 4/30/2024 16,412,167.97 4.64% 16,955,034.75 542,866.78UNITED STATES TREASURY 4/30/2024 4.625% 4/30/2029 91282CKP5 5,625,000.00 AA+ 8/2/2024 5,809,570.31 3.86% 5,806,518.75 -3,051.56 UNITED STATES TREASURY 5/31/2024 4.500% 5/31/2029 91282CKT7 4,950,000.00 AA+ 6/7/2024 4,993,892.58 4.30% 5,091,372.00 97,479.42 UNITED STATES TREASURY 7/1/2024 4.250% 6/30/2029 91282CKX8 24,360,000.00 AA+ 9/5/2024 25,072,406.07 3.58% 24,862,546.80 -209,859.27 UNITED STATES TREASURY 7/1/2024 4.250% 6/30/2029 91282CKX8 1,100,000.00 AA+ 8/15/2024 1,128,316.41 3.67% 1,122,693.00 -5,623.41UNITED STATES TREASURY 7/1/2024 4.250% 6/30/2029 91282CKX8 16,955,000.00 AA+ 7/3/2024 16,858,965.82 4.38% 17,304,781.65 445,815.83UNITED STATES TREASURY 7/1/2024 4.250% 6/30/2029 91282CKX8 7,590,000.00 AA+ 7/3/2024 7,538,411.72 4.40% 7,746,581.70 208,169.98UNITED STATES TREASURY 7/31/2024 4.000% 7/31/2029 91282CLC3 9,575,000.00 AA+ 9/17/2024 9,819,237.30 3.43% 9,690,187.25 -129,050.05UNITED STATES TREASURY 8/31/2022 3.125% 8/31/2029 91282CFJ5 10,650,000.00 AA+ 9/27/2024 10,429,095.70 3.59% 10,448,608.50 19,512.80UNITED STATES TREASURY 9/3/2024 3.625% 8/31/2029 91282CLK5 12,700,000.00 AA+ 9/5/2024 12,736,214.84 3.56% 12,684,633.00 -51,581.84UNITED STATES TREASURY 9/3/2024 3.625% 8/31/2029 91282CLK5 1,870,000.00 AA+ 9/3/2024 1,864,156.25 3.69% 1,867,737.30 3,581.05UNITED STATES TREASURY 9/30/2024 3.500% 9/30/2029 91282CLN9 5,575,000.00 AA+ 10/10/2024 5,481,792.97 3.87% 5,542,999.50 61,206.53UNITED STATES TREASURY 9/30/2024 3.500% 9/30/2029 91282CLN9 5,185,000.00 AA+ 10/8/2024 5,101,756.45 3.86% 5,155,238.10 53,481.65UNITED STATES TREASURY 10/31/2024 4.125% 10/31/2029 91282CLR0 3,175,000.00 AA+ 10/31/2024 3,172,395.51 4.14% 3,228,689.25 56,293.74 UNITED STATES TREASURY 10/31/2024 4.125% 10/31/2029 91282CLR0 1,140,000.00 AA+ 11/15/2024 1,131,539.06 4.29% 1,159,277.40 27,738.34 UNITED STATES TREASURY 12/2/2024 4.125% 11/30/2029 91282CMA6 13,100,000.00 AA+ 12/6/2024 13,123,539.06 4.08% 13,324,141.00 200,601.94UNITED STATES TREASURY 12/2/2024 4.125% 11/30/2029 91282CMA6 2,700,000.00 AA+ 12/31/2024 2,672,472.66 4.36% 2,746,197.00 73,724.34 UNITED STATES TREASURY 12/2/2024 4.125% 11/30/2029 91282CMA6 5,200,000.00 AA+ 12/13/2024 5,178,265.63 4.22% 5,288,972.00 110,706.37UNITED STATES TREASURY 1/31/2025 4.250% 1/31/2030 91282CMG3 5,100,000.00 AA+ 2/5/2025 5,081,200.85 4.33% 5,213,373.00 132,172.15UNITED STATES TREASURY 1/31/2025 4.250% 1/31/2030 91282CMG3 10,000.00 AA+ 1/31/2025 9,970.70 4.32% 10,222.30 251.60 UNITED STATES TREASURY 1/31/2025 4.250% 1/31/2030 91282CMG3 1,115,000.00 AA+ 2/6/2025 1,115,261.33 4.24% 1,139,786.45 24,525.12UNITED STATES TREASURY 2/28/2023 4.000% 2/28/2030 91282CGQ8 6,085,000.00 AA+ 3/6/2025 6,054,099.61 4.11% 6,162,462.05 108,362.44UNITED STATES TREASURY 5/31/2023 3.750% 5/31/2030 91282CHF1 3,945,000.00 AA+ 6/5/2025 3,900,310.55 4.00% 3,953,955.15 53,644.60UNITED STATES TREASURY 7/31/2025 3.875% 7/31/2030 91282CNN7 5,325,000.00 AA+ 8/28/2025 5,362,441.41 3.72% 5,364,724.50 2,283.09UNITED STATES TREASURY 7/31/2025 3.875% 7/31/2030 91282CNN7 4,250,000.00 AA+ 8/20/2025 4,260,458.98 3.82% 4,281,705.00 21,246.02UNITED STATES TREASURY 9/2/2025 3.625% 8/31/2030 91282CNX5 32,665,000.00 AA+ 9/3/2025 32,492,374.62 3.74% 32,550,019.20 57,644.58UNITED STATES TREASURY 9/2/2025 3.625% 8/31/2030 91282CNX5 3,610,000.00 AA+ 9/11/2025 3,616,909.77 3.58% 3,597,292.80 -19,616.97UNITED STATES TREASURY 9/30/2025 3.625% 9/30/2030 91282CPA3 8,000,000.00 AA+ 10/2/2025 7,977,500.00 3.69% 7,970,000.00 -7,500.00 U.S. Treasury Bond / Note Subtotal 679,655,000.00 683,692,027.28 687,250,381.55 3,558,354.27 FANNIE MAE-ACES 7/1/2023 4.181% 7/1/2028 3136BQDE6 8,354,037.47 AA+ 11/30/2023 8,029,991.83 5.14% 8,371,580.94 341,589.11 FANNIE MAE-ACES 7/1/2023 4.181% 7/1/2028 3136BQDE6 7,256,078.26 AA+ 7/31/2023 7,133,065.06 4.58% 7,271,316.03 138,250.97 FHLMC MULTIFAMILY STRUCTURED PASS THROU 1/1/2017 3.347% 11/1/2026 3137BTUM1 5,123,102.76 AA+ 5/24/2023 4,965,407.28 4.29% 5,073,767.28 108,360.00FHLMC MULTIFAMILY STRUCTURED PASS THROU 5/1/2017 3.224% 3/1/2027 3137BXQY1 8,000,000.00 AA+ 8/18/2023 7,546,250.00 4.94% 7,920,160.00 373,910.00 11/14/2025 5:30 PM 2 of 6
Attachment A
City of Santa Clara Monthly Report
10/31/2025
Description Issue Date Coupon Rate Maturity Date CUSIP Par Value S&P Rating Settle Date Cost Value YTM at Cost Market Value Unrealized G/LFHLMC MULTIFAMILY STRUCTURED PASS THROU 7/1/2017 3.243% 4/1/2027 3137F1G44 4,545,000.00 AA+ 8/18/2023 4,285,260.35 4.93% 4,497,277.50 212,017.15FHLMC MULTIFAMILY STRUCTURED PASS THROU 8/1/2017 3.117% 6/1/2027 3137F2LJ3 6,525,000.00 AA+ 8/22/2023 6,101,894.53 4.97% 6,442,654.50 340,759.97 FHLMC MULTIFAMILY STRUCTURED PASS THROU 7/1/2023 4.819% 6/1/2028 3137HACX2 7,500,000.00 AA+ 7/20/2023 7,574,910.00 4.59% 7,650,900.00 75,990.00 FHLMC MULTIFAMILY STRUCTURED PASS THROU 7/1/2023 4.777% 6/1/2028 3137HAD45 5,987,548.93 AA+ 7/27/2023 5,987,399.27 4.78% 6,033,054.30 45,655.03FHLMC MULTIFAMILY STRUCTURED PASS THROU 10/1/2023 4.740% 8/1/2028 3137HAQ74 5,750,000.00 AA+ 10/19/2023 5,623,868.00 5.25% 5,858,157.50 234,289.50 FHLMC MULTIFAMILY STRUCTURED PASS THROU 2/1/2025 4.850% 1/1/2030 3137HJZY6 9,019,000.00 AA+ 2/27/2025 9,076,532.20 4.70% 9,295,793.11 219,260.91FHLMC MULTIFAMILY STRUCTURED PASS THROU 4/1/2025 4.478% 1/1/2030 3137HKQC1 10,570,000.00 AA+ 4/10/2025 10,643,049.27 4.32% 10,748,421.60 105,372.33FHLMC MULTIFAMILY STRUCTURED PASS THROU 4/1/2025 4.410% 1/1/2030 3137HKXJ8 4,010,000.00 AA+ 4/24/2025 4,009,859.65 4.41% 4,067,343.00 57,483.35FHLMC MULTIFAMILY STRUCTURED PASS THROU 3/1/2025 4.430% 2/1/2030 3137HKPF5 5,960,000.00 AA+ 3/20/2025 5,959,934.44 4.43% 6,048,446.40 88,511.96FHLMC MULTIFAMILY STRUCTURED PASS THROU 5/1/2025 4.513% 2/1/2030 3137HLJA1 4,285,000.00 AA+ 5/29/2025 4,284,880.02 4.51% 4,361,401.55 76,521.53FHLMC MULTIFAMILY STRUCTURED PASS THROU 6/1/2025 4.348% 2/1/2030 3137HLXV9 11,370,000.00 AA+ 6/12/2025 11,369,590.68 4.35% 11,506,212.60 136,621.92FHLMC MULTIFAMILY STRUCTURED PASS THROU 9/1/2025 4.361% 5/1/2030 3137HN4R6 7,245,000.00 AA+ 9/18/2025 7,353,573.57 4.01% 7,337,591.10 -15,982.47 FHLMC MULTIFAMILY STRUCTURED PASS THROU 9/1/2025 4.421% 5/1/2030 3137HN6B9 6,945,000.00 AA+ 9/29/2025 7,048,959.71 4.06% 7,049,036.10 76.39

FHLMC MULTIFAMILY
STRUCTURED PASS THROU 7/1/2025 4.329% 6/1/2030 3137HMC65 11,192,000.00 AA+ 7/17/2025 11,191,787.35 4.33% 11,312,202.08 120,414.73 Federal Agency Commercial Mortgage-Backed Security Subtotal 129,636,767.42 128,186,213.21 130,845,315.59 2,659,102.38 ADOBE INC 4/4/2024 4.800% 4/4/2029 00724PAF6 1,635,000.00 A+ 4/4/2024 1,632,563.85 4.83% 1,676,823.30 44,259.45 ADOBE INC 4/4/2024 4.800% 4/4/2029 00724PAF6 1,340,000.00 A+ 4/4/2024 1,337,762.20 4.84% 1,374,277.20 36,515.00 ALPHABET INC 8/9/2016 1.998% 8/15/2026 02079KAC1 5,740,000.00 AA+ 1/30/2023 5,354,386.80 4.05% 5,658,893.80 304,507.00AMAZON.COM INC 4/13/2022 3.300% 4/13/2027 023135CF1 6,715,000.00 AA 4/25/2022 6,672,964.10 3.44% 6,666,652.00 -6,312.10ASTRAZENECA FINANCE LLC 2/26/2024 4.850% 2/26/2029 04636NAL7 8,500,000.00 A+ 6/27/2025 8,689,040.00 4.19% 8,716,240.00 27,200.00 BANK OF NY MELLON CORP 1/28/2021 0.750% 1/28/2026 06406RAQ0 9,000,000.00 A 2/10/2021 9,025,920.00 0.69% 8,927,280.00 -98,640.00BANK OF NY MELLON CORP 4/22/2025 4.729% 4/20/2029 06405LAH4 8,000,000.00 AA- 4/28/2025 8,093,600.00 4.40% 8,129,760.00 36,160.00 BLACKROCK INC 3/28/2017 3.200% 3/15/2027 09247XAN1 4,140,000.00 AA- 5/18/2022 4,086,055.80 3.50% 4,106,631.60 20,575.80 BLACKROCK INC 3/28/2017 3.200% 3/15/2027 09247XAN1 4,140,000.00 AA- 5/18/2022 4,085,352.00 3.50% 4,106,631.60 21,279.60 BLACKROCK INC 3/14/2024 4.700% 3/14/2029 09290DAA9 2,924,000.00 AA- 4/11/2024 2,911,222.12 4.80% 2,988,795.84 77,573.72 BLACKROCK INC 3/14/2024 4.700% 3/14/2029 09290DAA9 350,000.00 AA- 3/14/2024 349,366.50 4.74% 357,756.00 8,389.50 BOFA SECURITIES INC. 8/18/2023 5.526% 8/18/2026 06428CAA2 4,000,000.00 A+ 8/18/2023 3,998,360.00 5.54% 4,043,960.00 45,600.00 BOFA SECURITIES INC. 4/22/2021 1.734% 7/22/2027 06051GJS9 1,420,000.00 A- 8/10/2022 1,281,251.80 3.92% 1,394,908.60 113,656.80 BOFA SECURITIES INC. 1/24/2025 4.979% 1/24/2029 06051GMK2 4,980,000.00 A- 4/2/2025 5,035,178.40 4.66% 5,068,743.60 33,565.20 BRISTOL-MYERS SQUIBB CO 11/13/2020 0.750% 11/13/2025 110122DN5 5,725,000.00 A 6/30/2021 5,672,673.50 0.96% 5,719,561.25 46,887.75CISCO SYSTEMS INC 2/24/2025 4.750% 2/24/2030 17275RBX9 10,000,000.00 AA- 4/22/2025 10,124,500.00 4.46% 10,249,000.00 124,500.00 CISCO SYSTEMS INC 2/24/2025 4.750% 2/24/2030 17275RBX9 6,800,000.00 AA- 4/30/2025 6,955,924.00 4.22% 6,969,320.00 13,396.00 CITIGROUP GLOBAL MARKETS 9/29/2023 5.803% 9/29/2028 17325FBB3 11,225,000.00 A+ 9/29/2023 11,225,000.00 5.80% 11,767,504.25 542,504.25 11/14/2025 5:30 PM 3 of 6
Attachment A
City of Santa Clara Monthly Report
10/31/2025
Description Issue Date Coupon Rate Maturity Date CUSIP Par Value S&P Rating Settle Date Cost Value YTM at Cost Market Value Unrealized G/LELI LILLY & COMPANY 2/12/2025 4.550% 2/12/2028 532457CU0 6,500,000.00 A+ 6/27/2025 6,578,910.00 4.06% 6,601,920.00 23,010.00 ELI LILLY & COMPANY 8/14/2024 4.200% 8/14/2029 532457CQ9 1,555,000.00 A+ 8/14/2024 1,557,643.50 4.16% 1,567,191.20 9,547.70ELI LILLY & COMPANY 8/14/2024 4.200% 8/14/2029 532457CQ9 445,000.00 A+ 8/14/2024 444,025.45 4.25% 448,488.80 4,463.35GOLDMAN SACHS BANK USA 5/21/2024 5.414% 5/21/2027 38151LAG5 8,750,000.00 A+ 5/22/2025 8,805,037.50 5.08% 8,805,650.00 612.50 HOME DEPOT INC/THE 9/15/2025 3.950% 9/15/2030 437076DJ8 1,885,000.00 A 9/15/2025 1,878,232.85 4.03% 1,875,292.25 -2,940.60JOHN DEERE CAPITAL CORP 6/17/2021 1.050% 6/17/2026 24422EVR7 5,000,000.00 A 12/8/2021 4,908,600.00 1.47% 4,912,200.00 3,600.00 JOHN DEERE CAPITAL CORP 7/14/2023 4.950% 7/14/2028 24422EXB0 2,800,000.00 A 6/25/2025 2,868,544.00 4.09% 2,875,011.99 6,467.99 JOHN DEERE CAPITAL CORP 7/14/2023 4.950% 7/14/2028 24422EXB0 505,000.00 A 7/14/2023 504,247.55 4.98% 518,528.95 14,281.40 JOHN DEERE CAPITAL CORP 7/14/2023 4.950% 7/14/2028 24422EXB0 605,000.00 A 7/18/2023 610,874.55 4.73% 621,207.95 10,333.40 JOHNSON & JOHNSON 2/20/2025 4.500% 3/1/2027 478160DG6 4,850,000.00 AAA 3/13/2025 4,879,439.50 4.17% 4,898,645.50 19,206.00 JPMORGAN CHASE FINANCIAL CO LLC 4/22/2021 1.578% 4/22/2027 46647PCB0 4,100,000.00 A 8/10/2022 3,710,746.00 3.80% 4,049,816.00 339,070.00JPMORGAN CHASE FINANCIAL CO LLC 2/24/2022 2.947% 2/24/2028 46647PCW4 2,925,000.00 A 9/18/2023 2,674,532.25 5.13% 2,881,446.75 206,914.50JPMORGAN CHASE FINANCIAL CO LLC 4/22/2024 5.571% 4/22/2028 46647PEE2 5,000,000.00 A 8/9/2024 5,103,350.00 4.95% 5,101,700.00 -1,650.00JPMORGAN CHASE FINANCIAL CO LLC 1/24/2025 4.915% 1/24/2029 46647PEU6 2,825,000.00 A 3/13/2025 2,841,921.75 4.74% 2,875,172.00 33,250.25JPMORGAN CHASE FINANCIAL CO LLC 4/22/2024 5.581% 4/22/2030 46647PEG7 2,750,000.00 A 4/28/2025 2,835,552.50 4.87% 2,869,817.50 34,265.00KENVUE INC 10/17/2023 5.050% 3/22/2028 49177JAF9 6,250,000.00 A 6/30/2025 6,397,562.50 4.12% 6,379,375.00 -18,187.50MASTERCARD INC 5/31/2019 2.950% 6/1/2029 57636QAM6 7,500,000.00 A+ 6/27/2024 6,889,875.00 4.82% 7,250,175.00 360,300.00META PLATFORMS INC 8/9/2024 4.300% 8/15/2029 30303M8S4 5,370,000.00 AA- 8/14/2024 5,385,895.20 4.23% 5,421,927.90 36,032.70MORGAN STANLEY BANK NA 5/30/2024 5.504% 5/26/2028 61690U8B9 6,105,000.00 A+ 5/31/2024 6,117,881.55 5.45% 6,227,954.70 110,073.15MORGAN STANLEY BANK NA 5/30/2024 5.504% 5/26/2028 61690U8B9 3,145,000.00 A+ 5/30/2024 3,145,000.00 5.50% 3,208,340.30 63,340.30 NATIONAL RURAL UTILITIES COOPERATIVE FI 8/25/2025 4.150% 8/25/2028 63743HFZ0 4,380,000.00 NR 8/25/2025 4,375,094.40 4.19% 4,389,285.60 14,191.20 NATIONAL SECS CLEARING 5/20/2025 4.700% 5/20/2030 637639AQ8 10,000,000.00 AA+ 6/27/2025 10,167,800.00 4.32% 10,228,800.00 61,000.00NATIONAL SECS CLEARING 5/20/2025 4.700% 5/20/2030 637639AQ8 6,825,000.00 AA+ 6/27/2025 6,937,134.75 4.32% 6,981,156.00 44,021.25 NOVARTIS FINANCE CORPORATION 11/20/2015 3.000% 11/20/2025 66989HAJ7 10,000,000.00 AA- 1/31/2023 9,638,600.00 4.38% 9,994,600.00 356,000.00 PACCAR FINANCIAL CORP 1/31/2024 4.600% 1/31/2029 69371RS80 7,000,000.00 A+ 7/30/2024 6,996,080.00 4.61% 7,144,130.00 148,050.00PEPSICO INC 7/17/2024 4.500% 7/17/2029 713448FX1 4,380,000.00 A+ 7/17/2024 4,373,211.00 4.53% 4,469,571.00 96,360.00 PEPSICO INC 2/7/2025 4.600% 2/7/2030 713448GB8 2,380,000.00 A+ 2/7/2025 2,376,001.60 4.64% 2,433,193.00 57,191.40 STATE STREET CORP 2/28/2025 4.729% 2/28/2030 857477CW1 9,240,000.00 A 2/28/2025 9,251,365.20 4.70% 9,450,302.40 198,937.20TARGET CORP 1/24/2022 1.950% 1/15/2027 87612EBM7 4,595,000.00 A 2/1/2022 4,567,889.50 2.08% 4,494,001.90 -73,887.60TARGET CORP 1/24/2022 1.950% 1/15/2027 87612EBM7 990,000.00 A 1/24/2022 988,317.00 1.99% 968,239.80 -20,077.20 TOYOTA MOTOR CREDIT CORP 9/11/2023 5.250% 9/11/2028 89236TLB9 5,600,000.00 A+ 9/11/2023 5,590,256.00 5.29% 5,797,120.00 206,864.00 WALMART INC. 4/28/2025 4.350% 4/28/2030 931142FN8 6,000,000.00 AA 5/2/2025 6,053,940.00 4.15% 6,088,020.00 34,080.00 WALMART INC. 4/28/2025 4.350% 4/28/2030 931142FN8 3,220,000.00 AA 4/28/2025 3,214,429.40 4.39% 3,267,237.40 52,808.00Corporate Note Subtotal 250,109,000.00 249,199,111.57 253,018,257.94 3,819,146.37 AMERICAN EXPRESS CREDIT ACCOUNT MASTER 9/19/2023 5.230% 9/15/2028 02582JKD1 6,170,000.00 AAA 9/19/2023 6,169,724.20 5.23% 6,236,142.40 66,418.20AMERICAN EXPRESS CREDIT ACCOUNT MASTER 7/22/2025 4.300% 7/15/2030 02582JKV1 6,515,000.00 AAA 7/22/2025 6,514,061.19 4.30% 6,591,616.40 77,555.21 BA CREDIT CARD TRUST 12/14/2023 4.980% 11/15/2028 05522RDH8 3,045,000.00 NR 12/14/2023 3,044,591.06 4.98% 3,076,028.55 31,437.49BA CREDIT CARD TRUST 6/12/2025 4.310% 5/15/2030 05522RDK1 5,250,000.00 AAA 6/12/2025 5,249,980.05 4.31% 5,309,955.00 59,974.95 11/14/2025 5:30 PM 4 of 6
Attachment A
City of Santa Clara Monthly Report
10/31/2025
Description Issue Date Coupon Rate Maturity Date CUSIP Par Value S&P Rating Settle Date Cost Value YTM at Cost Market Value Unrealized G/LBOFA AUTO TRUST 2024-1 11/21/2023 5.740% 6/15/2028 06054YAC1 5,017,092.55 NR 11/21/2023 5,017,001.74 5.74% 5,066,460.74 49,459.00 CAPITAL ONE MULTI-ASSET EXECUTION TRUST 9/16/2025 3.820% 9/16/2030 14041NGF2 7,250,000.00 AAA 9/16/2025 7,248,625.40 3.82% 7,240,212.50 -8,412.90CHASE AUTO OWNER TRUST 2024-5A 7/30/2025 4.290% 6/25/2030 16145NAC5 3,255,000.00 NR 7/30/2025 3,254,681.99 4.29% 3,276,515.55 21,833.56CHASE ISSUANCE TRUST 9/15/2023 5.160% 9/15/2028 161571HT4 6,045,000.00 AAA 9/15/2023 6,043,324.33 5.17% 6,106,175.40 62,851.07 CHASE ISSUANCE TRUST 1/31/2024 4.600% 1/15/2029 161571HV9 7,605,000.00 AAA 1/31/2024 7,603,841.76 4.60% 7,667,741.25 63,899.49 CHASE ISSUANCE TRUST 7/25/2025 4.160% 7/15/2030 161571HZ0 9,190,000.00 AAA 7/25/2025 9,189,815.28 4.16% 9,262,601.00 72,785.72 CITIBANK CREDIT CARD ISSUANCE TRUST 6/26/2025 4.300% 6/21/2030 17305EHA6 11,485,000.00 AAA 6/26/2025 11,481,884.12 4.31% 11,601,113.35 119,229.23FIFTH THIRD AUTO TRUST 8/23/2023 5.530% 8/15/2028 31680EAD3 3,658,923.10 AAA 8/23/2023 3,658,696.25 5.53% 3,689,218.98 30,522.73 GM FINANCIAL SECURITIZED TERM AUTO RECE 1/17/2024 4.850% 12/18/2028 36268GAD7 767,491.81 NR 1/17/2024 767,337.46 4.85% 771,544.17 4,206.71GM FINANCIAL SECURITIZED TERM AUTO RECE 5/14/2025 4.280% 4/16/2030 362549AD9 1,965,000.00 AAA 5/14/2025 1,964,710.75 4.28% 1,977,300.90 12,590.15 HYUNDAI AUTO RECEIVABLES TRUST 2024-C 11/13/2023 5.540% 10/16/2028 44918CAD4 2,269,299.41 AAA 11/13/2023 2,269,001.00 5.54% 2,291,357.00 22,356.00 HYUNDAI AUTO RECEIVABLES TRUST 2024-C 3/12/2025 4.320% 10/15/2029 44935CAD3 6,570,000.00 AAA 3/12/2025 6,569,030.93 4.32% 6,610,208.40 41,177.47HYUNDAI AUTO RECEIVABLES TRUST 2024-C 6/11/2025 4.360% 12/17/2029 44935XAD7 2,825,000.00 AAA 6/11/2025 2,824,744.90 4.36% 2,849,916.50 25,171.60HYUNDAI AUTO RECEIVABLES TRUST 2024-C 9/17/2025 3.880% 4/15/2030 44935JAD8 5,770,000.00 AAA 9/17/2025 5,769,058.34 3.88% 5,765,037.80 -4,020.54KUBOTA CREDIT OWNER TRUST 2024-2A 2/19/2025 4.670% 6/15/2029 50117FAC5 4,065,000.00 NR 2/19/2025 4,064,860.57 4.67% 4,118,129.55 53,268.98 TOYOTA AUTO RECEIVABLES OWNER TRUST COM 11/14/2023 5.540% 8/15/2028 89239FAD4 1,611,706.49 AAA 11/14/2023 1,611,532.75 5.54% 1,628,951.75 17,419.00TOYOTA AUTO RECEIVABLES OWNER TRUST COM 4/30/2025 4.340% 11/15/2029 89231HAD8 4,385,000.00 AAA 4/30/2025 4,384,748.74 4.34% 4,418,808.35 34,059.61TOYOTA AUTO RECEIVABLES OWNER TRUST COM 7/30/2025 4.110% 3/15/2030 89238VAD0 4,705,000.00 AAA 7/30/2025 4,704,504.09 4.11% 4,728,572.05 24,067.96 VOLKSWAGEN AUTO LOAN ENHANCED TRUST 202 3/25/2025 4.500% 8/20/2029 92868MAD1 6,905,000.00 NR 3/25/2025 6,904,765.23 4.50% 6,966,109.25 61,344.02 Asset-Backed Security Subtotal 116,324,513.36 116,310,522.13 117,249,716.84 939,194.71 COOPERAT RABOBANK UA/NY 7/20/2023 5.080% 7/17/2026 21684LGS5 7,500,000.00 A-1 7/20/2023 7,500,000.00 5.08% 7,585,500.00 85,500.00 Certificate of Deposit Subtotal 7,500,000.00 7,500,000.00 7,585,500.00 85,500.00 PRINCIPAL PUBLIC DEPOSIT SWEEP PROGRAM 2.100% 11/1/2025 992995944 63,950.02 9/1/2020 63,950.02 63,950.02 - LOCAL AGENCY INVESTMENT FUND 4.150% 11/1/2025 6,347,617.66 9/30/1997 6,347,617.66 6,347,617.66 -CALIFORNIA ASSET MANAGEMENT PROGRAM 4.260% 11/1/2025 249,583,772.05 10/4/2022 249,583,772.05 249,583,772.05 -CALIFORNIA ASSET MANAGEMENT PROGRAM - TERM 4.290% 11/7/2025 15,000,000.00 8/4/2025 15,000,000.00 15,000,000.00 - CALIFORNIA ASSET MANAGEMENT PROGRAM - TERM 4.290% 12/1/2025 10,000,000.00 8/4/2025 10,000,000.00 10,000,000.00 - 11/14/2025 5:30 PM 5 of 6
Attachment A
City of Santa Clara Monthly Report
10/31/2025
Description Issue Date Coupon Rate Maturity Date CUSIP Par Value S&P Rating Settle Date Cost Value YTM at Cost Market Value Unrealized G/LCALIFORNIA ASSET MANAGEMENT PROGRAM - TERM 4.010% 12/24/2025 9/26/2025 10,000,000.00 10,000,000.00 10,000,000.00 - CALIFORNIA ASSET MANAGEMENT PROGRAM - TERM 3.990% 1/5/2026 8/4/2025 15,000,000.00 15,000,000.00 15,000,000.00 - CALIFORNIA ASSET MANAGEMENT PROGRAM - TERM 3.970% 1/20/2026 7/25/2025 10,000,000.00 10,000,000.00 10,000,000.00 - DREYFUS TREASURY 4.030% 11/1/2025 10/31/1997 2,456,468.96 2,456,468.96 2,456,468.96 - Cash Equivalent Subtotal 318,451,808.69 318,451,808.69 318,451,808.69 - Grand Total Count 185 1,503,339,682.88 1,501,677,089.47 1,514,400,980.61 11,061,297.73 *NR = Not Rated by S&P Global. These Asset Backed Securities are rated by Moody's Ratings as Aaa. 11/14/2025 5:30 PM 6 of 6
Attachment A
PAGE 22

STATEMENT OF TRANSACTIONS CITY OF SANTA CLARA- CUSTODY
FOR THE PERIOD OCTOBER 1, 2025 THROUGH OCTOBER 31, 2025 ACCOUNT NUMBER XXXXXXXX ¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯

STATEMENT OF TRANSACTIONS

REALIZED

CASH EQUIVALENTS
10/01/25 INTEREST RECEIVED 5,567.05

PRINCIPAL PUBLIC DEPOSIT SWEEP PRGRM
INTEREST FROM 9/1/25 TO 9/30/25
10/31/25 3,158,290.51 CASH SWEEP PURCHASES FOR STMT PERIOD 3,158,290.51- 3,158,290.51

PRINCIPAL PUBLIC DEPOSIT SWEEP PRGRM
12 TRANSACTIONS
10/31/25 3,819,139.38- CASH SWEEP SALES FOR STMT PERIOD 3,819,139.38 3,819,139.38-

PRINCIPAL PUBLIC DEPOSIT SWEEP PRGRM
2 TRANSACTIONS

BONDS & NOTES
10/06/25 INTEREST RECEIVED 71,400.00
ADOBE INC 4.800% 4/04/29
CUSIP 00724PAF6
INTEREST ON 2,975,000.000 UNITS
10/13/25 INTEREST RECEIVED 110,797.50
AMAZON.COM INC 3.300% 4/13/27
CUSIP 023135CF1
INTEREST ON 6,715,000.000 UNITS
10/15/25 INTEREST RECEIVED 23,345.41
AMERICAN EXPRES ABS 4.300% 7/15/30
CUSIP 02582JKV1
$0.00358/PV ON 6,515,000.00 PV
DUE 10/15/25
10/15/25 INTEREST RECEIVED 26,890.91
AMERICAN EXPRES ABS 5.230% 9/15/28
CUSIP 02582JKD1
$0.00436/PV ON 6,170,000.00 PV
DUE 10/15/25
Attachment B
PAGE 23

STATEMENT OF TRANSACTIONS

REALIZED

DATE PAR VALUE/SHARES DESCRIPTION CASH COST VALUE GAIN/LOSS ¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯ 10/15/25 INTEREST RECEIVED 18,856.25
BANK OF AMERICA ABS 4.310% 5/15/30
CUSIP 05522RDK1
$0.00359/PV ON 5,250,000.00 PV
DUE 10/15/25
10/15/25 INTEREST RECEIVED 25,883.74
BANK OF AMERICA ABS 5.740% 6/15/28
CUSIP 06054YAC1
$0.00392/PV ON 5,411,234.58 PV
DUE 10/15/25
10/15/25 394,142.03- PAID DOWN 394,142.03 394,134.90- 7.13 BANK OF AMERICA ABS 5.740% 6/15/28
CUSIP 06054YAC1
10/20/25 INTEREST RECEIVED 187,058.22
BK NY MELLON V-D 4.729% 4/20/29
CUSIP 06405LAH4
INTEREST ON 8,000,000.000 UNITS
10/15/25 INTEREST RECEIVED 12,636.75
BK OF AMERICA ABS 4.980% 11/15/28
CUSIP 05522RDH8
$0.00415/PV ON 3,045,000.00 PV
DUE 10/15/25
10/27/25 INTEREST RECEIVED 11,636.63
CHASE AUTO ABS 4.290% 6/25/30
CUSIP 16145NAC5
$0.00358/PV ON 3,255,000.00 PV
DUE 10/25/25
10/15/25 INTEREST RECEIVED 31,858.67
CHASE ISSUANCE ABS 0.000% 7/15/30
CUSIP 161571HZ0
$0.00347/PV ON 9,190,000.00 PV
DUE 10/15/25
Attachment B
PAGE 24

STATEMENT OF TRANSACTIONS

REALIZED

DATE PAR VALUE/SHARES DESCRIPTION CASH COST VALUE GAIN/LOSS ¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯ 10/15/25 INTEREST RECEIVED 29,152.50
CHASE ISSUANCE ABS 4.600% 1/16/29
CUSIP 161571HV9
$0.00383/PV ON 7,605,000.00 PV
DUE 10/15/25
10/15/25 INTEREST RECEIVED 25,993.50
CHASE ISSUANCE ABS 5.160% 9/15/28
CUSIP 161571HT4
$0.00430/PV ON 6,045,000.00 PV
DUE 10/15/25
10/27/25 INTEREST RECEIVED 16,948.69
FED HOME LN MTG CORP 3.117% 6/25/27
CUSIP 3137F2LJ3
$0.00260/PV ON 6,525,000.00 PV
DUE 10/25/25
10/27/25 INTEREST RECEIVED 40,375.14
FHLMC CMO V-M 4.329% 6/25/30
CUSIP 3137HMC65
$0.00361/PV ON 11,192,000.00 PV
DUE 10/25/25
10/27/25 INTEREST RECEIVED 25,586.54
FHLMC CMO V-M 4.421% 5/25/30
CUSIP 3137HN6B9
$0.00368/PV ON 6,945,000.00 PV
DUE 10/25/25
10/27/25 INTEREST RECEIVED 14,304.91
FHLMC K061 CMO V-M 3.347% 11/25/26
CUSIP 3137BTUM1
$0.00267/PV ON 5,128,739.61 PV
DUE 10/25/25
Attachment B
PAGE 25

STATEMENT OF TRANSACTIONS

REALIZED

DATE PAR VALUE/SHARES DESCRIPTION CASH COST VALUE GAIN/LOSS ¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯ 10/27/25 5,636.85- PAID DOWN 5,636.85 5,463.34- 173.51
FHLMC K061 CMO V-M 3.347% 11/25/26
CUSIP 3137BTUM1
TO SETTLE ON 10/27/2025
10/27/25 INTEREST RECEIVED 22,712.50
FHLMC K508 CMO V-M 4.740% 8/25/28
CUSIP 3137HAQ74
$0.00395/PV ON 5,750,000.00 PV
DUE 10/25/25
10/27/25 INTEREST RECEIVED 36,451.79
FHLMC K536 CMO V-M 4.850% 1/25/30
CUSIP 3137HJZY6
$0.00404/PV ON 9,019,000.00 PV
DUE 10/25/25
10/27/25 INTEREST RECEIVED 22,002.34
FHLMC K537 CMO V-M 4.430% 2/25/30
CUSIP 3137HKPF5
$0.00369/PV ON 5,960,000.00 PV
DUE 10/25/25
10/27/25 INTEREST RECEIVED 39,443.72
FHLMC K538 CMO V-M 4.478% 1/25/30
CUSIP 3137HKQC1
$0.00373/PV ON 10,570,000.00 PV
DUE 10/25/25
10/27/25 INTEREST RECEIVED 14,736.75
FHLMC K539 CMO V-M 4.410% 1/25/30
CUSIP 3137HKXJ8
$0.00368/PV ON 4,010,000.00 PV
DUE 10/25/25
Attachment B
PAGE 26

STATEMENT OF TRANSACTIONS

REALIZED

STATEMENT OF TRANSACTIONS

REALIZED

DATE PAR VALUE/SHARES DESCRIPTION CASH COST VALUE GAIN/LOSS ¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯ 10/27/25 INTEREST RECEIVED 30,118.75
FHLMC SER K505 CMO 4.819% 6/25/28
CUSIP 3137HACX2
$0.00402/PV ON 7,500,000.00 PV
DUE 10/25/25
10/15/25 INTEREST RECEIVED 18,210.58
FIFTH THIRD AUT ABS 5.530% 8/15/28
CUSIP 31680EAD3
$0.00346/PV ON 3,951,662.49 PV
DUE 10/15/25
10/15/25 292,739.39- PAID DOWN 292,739.39 292,721.24- 18.15 FIFTH THIRD AUT ABS 5.530% 8/15/28
CUSIP 31680EAD3
10/27/25 INTEREST RECEIVED 54,400.69
FNMA SER M6 CMO V-M 4.181% 7/25/28
CUSIP 3136BQDE6
$0.00348/PV ON 15,611,892.33 PV
DUE 10/25/25
10/27/25 1,776.6- PAID DOWN 1,776.60 1,725.72- 50.88
FNMA SER M6 CMO V-M 4.181% 7/25/28
CUSIP 3136BQDE6
TO SETTLE ON 10/27/2025
10/16/25 INTEREST RECEIVED 7,008.50
GM FINANCIAL ABS 4.280% 4/16/30
CUSIP 362549AD9
$0.00357/PV ON 1,965,000.00 PV
DUE 10/16/25
10/16/25 INTEREST RECEIVED 3,293.96
GM FINANCIAL ABS 4.850% 12/18/28
CUSIP 36268GAD7
$0.00404/PV ON 815,000.00 PV
DUE 10/16/25
Attachment B
PAGE 28

STATEMENT OF TRANSACTIONS

REALIZED

DATE PAR VALUE/SHARES DESCRIPTION CASH COST VALUE GAIN/LOSS ¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯ 10/16/25 47,508.19- PAID DOWN 47,508.19 47,498.64- 9.55 GM FINANCIAL ABS 4.850% 12/18/28
CUSIP 36268GAD7
10/15/25 INTEREST RECEIVED 17,412.58
HYUNDAI AUTO ABS 3.880% 4/15/30
CUSIP 44935JAD8
$0.00302/PV ON 5,770,000.00 PV
DUE 10/15/25
10/15/25 INTEREST RECEIVED 23,652.00
HYUNDAI AUTO ABS 4.320% 10/15/29
CUSIP 44935CAD3
$0.00360/PV ON 6,570,000.00 PV
DUE 10/15/25
10/15/25 INTEREST RECEIVED 10,264.17
HYUNDAI AUTO REC ABS 4.360% 12/17/29
CUSIP 44935XAD7
$0.00363/PV ON 2,825,000.00 PV
DUE 10/15/25
10/15/25 INTEREST RECEIVED 11,177.73
HYUNDAI AUTO REC ABS 5.540% 10/16/28
CUSIP 44918CAD4
$0.00442/PV ON 2,421,169.11 PV
DUE 10/15/25
10/15/25 151,869.7- PAID DOWN 151,869.70 151,849.73- 19.97 HYUNDAI AUTO REC ABS 5.540% 10/16/28
CUSIP 44918CAD4
10/22/25 INTEREST RECEIVED 139,275.00
JPMORGAN CHASE V-D 5.571% 4/22/28
CUSIP 46647PEE2
INTEREST ON 5,000,000.000 UNITS
Attachment B
PAGE 29

STATEMENT OF TRANSACTIONS

REALIZED

DATE PAR VALUE/SHARES DESCRIPTION CASH COST VALUE GAIN/LOSS ¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯ 10/22/25 INTEREST RECEIVED 76,738.75
JPMORGAN CHASE V-D 5.581% 4/22/30
CUSIP 46647PEG7
INTEREST ON 2,750,000.000 UNITS
10/15/25 INTEREST RECEIVED 15,819.63
KUBOTA CREDIT ABS 4.670% 6/15/29
CUSIP 50117FAC5
$0.00389/PV ON 4,065,000.00 PV
DUE 10/15/25
10/15/25 INTEREST RECEIVED 16,114.63
TOYOTA AUTO ABS 4.110% 3/15/30
CUSIP 89238VAD0
$0.00343/PV ON 4,705,000.00 PV
DUE 10/15/25
10/15/25 INTEREST RECEIVED 15,859.08
TOYOTA AUTO REC ABS 4.340% 11/15/29
CUSIP 89231HAD8
$0.00362/PV ON 4,385,000.00 PV
DUE 10/15/25
10/15/25 INTEREST RECEIVED 7,914.04
TOYOTA AUTO REC ABS 5.540% 8/15/28
CUSIP 89239FAD4
$0.00459/PV ON 1,714,233.53 PV
DUE 10/15/25
10/15/25 102,527.04- PAID DOWN 102,527.04 102,515.99- 11.05 TOYOTA AUTO REC ABS 5.540% 8/15/28
CUSIP 89239FAD4
10/31/25 INTEREST RECEIVED 88,812.50
U.S. TREASURY NOTES 3.500% 4/30/28
CUSIP 91282CHA2
INTEREST ON 5,075,000.000 UNITS
Attachment B
PAGE 30

STATEMENT OF TRANSACTIONS

REALIZED

DATE PAR VALUE/SHARES DESCRIPTION CASH COST VALUE GAIN/LOSS ¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯ 10/02/25 8,000,000 PURCHASED 7,977,500.00- 7,977,500.00 U.S. TREASURY NOTES 3.625% 9/30/30
CUSIP 91282CPA3
AT $99.7188 ON TRADE DATE 10/01/2025
TO SETTLE ON 10/02/2025

CITIGROUP GBL MKTS/SALOMON BRO
10/02/25 ACCRUED INTEREST ON PURCHASE 1,593.41-
U.S. TREASURY NOTES 3.625% 9/30/30
CUSIP 91282CPA3
10/31/25 6,050,000 PURCHASED 6,025,658.20- 6,025,658.20 U.S. TREASURY NOTES 3.625% 9/30/30
CUSIP 91282CPA3
AT $99.5977 ON TRADE DATE 10/30/2025
TO SETTLE ON 10/31/2025

BANC OF AMERICA SECURITIES LLC
10/31/25 ACCRUED INTEREST ON PURCHASE 18,677.71-
U.S. TREASURY NOTES 3.625% 9/30/30
CUSIP 91282CPA3
10/31/25 INTEREST RECEIVED 1,793,240.63
U.S. TREASURY NOTES 4.125% 10/31/27
CUSIP 91282CFU0
INTEREST ON 86,945,000.000 UNITS
10/31/25 INTEREST RECEIVED 88,996.88
U.S. TREASURY NOTES 4.125% 10/31/29
CUSIP 91282CLR0
INTEREST ON 4,315,000.000 UNITS
10/15/25 INTEREST RECEIVED 493,312.50
U.S. TREASURY NOTES 4.500% 4/15/27
CUSIP 91282CKJ9
INTEREST ON 21,925,000.000 UNITS
Attachment B
PAGE 31

STATEMENT OF TRANSACTIONS

REALIZED

DATE PAR VALUE/SHARES DESCRIPTION CASH COST VALUE GAIN/LOSS ¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯ 10/31/25 INTEREST RECEIVED 509,906.25
U.S. TREASURY NOTES 4.625% 4/30/29
CUSIP 91282CKP5
INTEREST ON 22,050,000.000 UNITS
10/02/25 7,250,000- SOLD 7,326,181.64 7,317,278.82- 8,902.82 U.S. TREASURY NOTES 4.625% 11/15/26
CUSIP 91282CJK8
AT $101.0508 ON TRADE DATE 10/01/2025
TO SETTLE ON 10/02/2025
RBC DAIN RAUSCHER INC.
10/02/25 ACCRUED INTEREST ON SALE 127,564.54
U.S. TREASURY NOTES 4.625% 11/15/26
CUSIP 91282CJK8
10/31/25 INTEREST RECEIVED 269,587.50
U.S. TREASURY NOTES 4.875% 10/31/28
CUSIP 91282CJF9
INTEREST ON 11,060,000.000 UNITS
10/20/25 INTEREST RECEIVED 25,893.75
VOLKSWAGEN AUTO ABS 4.500% 8/20/29
CUSIP 92868MAD1
$0.00375/PV ON 6,905,000.00 PV
DUE 10/20/25
10/27/25 INTEREST RECEIVED 21,493.34
VR FHLMC MULTIFAMI 3.224% 3/25/27
CUSIP 3137BXQY1
$0.00269/PV ON 8,000,000.00 PV
DUE 10/25/25
10/22/25 INTEREST RECEIVED 32,349.00
VR JPMORGAN CHASE & 1.578% 4/22/27
CUSIP 46647PCB0
INTEREST ON 4,100,000.000 UNITS
Attachment B
INVESTMENT AND INSURANCE PRODUCTS ARE:
• NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION (FDIC) OR ANY FEDERAL GOVERNMENT AGENCY • NOT A DEPOSIT, OBLIGATION OF, OR GUARANTEED BY ANY BANK OR BANKING AFFILIATE • SUBJECT TO INVESTMENT RISKS AND MAY LOSE VALUE, INCLUDING POSSIBLE LOSS OF PRINCIPAL AMOUNT INVESTED PAGE 32

STATEMENT OF TRANSACTIONS

REALIZED

DATE PAR VALUE/SHARES DESCRIPTION CASH COST VALUE GAIN/LOSS ¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯ 10/28/25 INTEREST RECEIVED 200,535.00
WALMART INC 4.350% 4/28/30
CUSIP 931142FN8
INTEREST ON 9,220,000.000 UNITS
================================================================================================================= ENDING BALANCE 0.00 1,184,951,824.21
¯¯¯¯¯¯¯¯¯¯¯¯¯¯ ¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯ ¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯
Attachment B
"Principal® I Custody V Solutions
Attachment 3
Department/Item
Source of
Funds
Use of
Funds Explanation
Stadium Reimbursements /
Non-Departmental Stadium
Operations
74,000 74,000 Increases the revenue estimate for Stadium reimbursements and the appropriation for Stadium
Operations in Non-Departmental. This funding will
provide for 25 additional body worn cameras
needed for Stadium events (five affirmative
Council votes required to appropriate additional
revenue).
74,000 74,000
Department/Item
Source of
Funds
Use of
Funds Explanation
Transfer to the Convention
Center Capital Fund
1,543,000 Establishes a transfer to the Convention Center Capital Fund for high priority projects including
painting of the exterior of the Convention Center,
replacement of the cooling tower and installation of
drop ceilings in several areas of the building (five
affirmative Council votes required for the use of
unused balances).

Unrestricted Ending Fund
Balance
(1,543,000) Decreases the unrestricted ending fund balance to offset the action recommended above (five
affirmative Council votes required for the use of
unused balances).
- -
Department/Item
Source of
Funds
Use of
Funds Explanation
Transfer from the Convention
Center Enterprise Fund / Santa
Clara Convention Center
Condition Assessment Repair
1,543,000 1,543,000 Recognizes a transfer from the Convention Center Enterprise Fund and appropriates it to the Santa
Clara Convention Center Condition Assessment
Repair project. Of this amount, $843,000 will fund
the painting of the Convention Center's exterior,
$650,000 will fund the replacement of the cooling
tower, and the remaining $50,000 will fund the
installation of drop ceilings to address fire sprinkler protection deficiencies (five affirmative Council
votes required to appropriate additional
revenue).
1,543,000 1,543,000
FY 2025/26 Budget Amendments
Convention Center Enterprise Fund
Convention Center Capital Fund
General Fund
1 Attachment 3
FY 2025/26 Budget Amendments
Department/Item
Source of
Funds
Use of
Funds Explanation
Fire Station 2 Window Seismic
Upgrades
(49,500) Reduces the Fire Station 2 Window Seismic
Upgrades project funding and reallocates the funds
to a new project identified by the Fire Department
as a higher prioritiy (majority affirmative Council
votes required).

Training Center Audio Visual
Equipment
49,500 Establishes a Training Center Audio Visual
Equipment project for the installation of new
equipment at the Training Center to replace the
defunct equipment that currently exists and is no
longer usable. The cost includes the new equipment
and installation labor costs (majority affirmative
Council votes required).
- -
Department/Item
Source of
Funds
Use of
Funds Explanation
Mitigation Fee Act Revenue 8,603,749 Increases the Mitigation Fee Act revenue estimate by $8,603,749 based on revenue received year-todate (five affirmative Council votes required to appropriate additional revenue).

Quimby Act Revenue 864,492 Increases the Quimby Act revenue estimate by $864,492 based on revenue received year-to-date
(five affirmative Council votes required to
appropriate additional revenue).

Park Impact Fees Monitoring
Project
189,365 Increases the Park Impact Fees Monitoring Project appropriation based on Mitigation Fee Act (MFA)
and Quimby Act revenue received year-to-date. The
appropriation is based on a calculation of two
percent (2%) of actual Quimby and MFA fees
received which are transferred to this project
annually (City Chapter 17.35 of the City Code) to
support staff and studies related to the park in-lieu
program (five affirmative Council votes required
to appropriate additional revenue).

Parkland Acquisition Project 2,319,718 Increases the Parkland Acquisition Project appropriation by $2,319,718 based on Mitigation
Fee Act and Quimby Act revenue received year-todate. The appropriation is based on 25% of total Park In-Lieu Fees received, after two percent (2%)
is allocated to the Park Impact Fees Monitoring
Project (five affirmative Council votes required
to appropriate additional revenue).

Parks and Recreation Capital Fund (532)
Fire Department Capital Fund (536)
2 Attachment 3
FY 2025/26 Budget Amendments
Department/Item
Source of
Funds
Use of
Funds Explanation
Ending Fund Balance
Reconciliation - Mitigation Fee
Act Fees
6,323,756 Increases the Mitigation Fee Act Fees Ending Fund Balance to offset the actions above (five
affirmative Council votes required to
appropriate additional revenue).

Ending Fund Balance
Reconciliation - Quimby Act
Fees
635,402 Increases the Quimby Act Fees Ending Fund
Balance to offset the actions above (five
affirmative Council votes required to
appropriate additional revenue).
9,468,241 9,468,241
Department/Item
Source of
Funds
Use of
Funds Explanation
Other Revenue /
Commerce/Peddler's Plaza
Maintenance Project
110,027 110,027 Recognizes an insurance reimbursement for property loss at the City-owned property of
Peddler's Plaza and appropriates it to the
Commerce/Peddler's Maintenance project (five
affirmative Council votes required to
appropriate additional revenue).
110,027 110,027
Public Buildings Capital Fund (538)
Parks and Recreation Capital Fund (532) (Cont'd.)
3 City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
25-1654 Agenda Date: 12/16/2025

REPORT TO COUNCIL

SUBJECT
Action to Authorize the City Manager to Issue Purchase Orders and/or to Negotiate and Execute Agreements with Dell Marketing LP, SHI International, CDW Government LLC, Carahsoft Technology Corp., Presidio Network Solutions, LLC, Insight Public Sector, TD Synnex Corporation, and/or their Authorized Resellers, Under Cooperative Purchasing Agreements for the Purchase of Various Information Technology Products and Services for Silicon Valley Power, for a Total Amount Not-toExceed $12 Million, and Approve Related Budget Amendment

BACKGROUND
Information Technology (IT) serves as a key enabler for the City of Santa Clara’s Electric Utility, Silicon Valley Power’s (“SVP”), mission to provide safe, reliable, and efficient electric service to the community. IT systems support every aspect of utility operations - from power generation and distribution management to customer service, cybersecurity, and data analytics. As technology continues to evolve, continuous improvement and modernization of SVP’s IT environment are vital to ensuring system reliability, protecting critical infrastructure, enabling data-driven decision-making, and improving service delivery. By maintaining the ability to procure, upgrade, and enhance technology systems, SVP safeguards its capacity to adapt to future challenges - including its growth targets, increased grid complexity, renewable integration, and heightened security requirements - while continuing to deliver exceptional value and service to the community and meeting the growing expectations of customers, regulators, and stakeholders.

This report seeks authorization to pursue ongoing investments in IT systems to support SVP’s operational, administrative, and strategic needs. These investments include acquiring new technologies, enhancing existing systems, and replacing legacy platforms that have reached end-oflife or no longer meet modern performance, integration, or cybersecurity standards.

SVP’s IT environment is complex and encompasses both enterprise business systems and missioncritical operational technologies and covers approximately 2,000 managed devices. Current scope includes:
· Desktop and Mobile Computing: Approximately 225 desktop computers, 175 laptops with docking stations, and 500 monitors are deployed to SVP staff and field personnel to support daily work activities. Many of these systems are high-performance workstations used for engineering, AutoCAD, GIS, SCADA configuration, and other specialized applications. · Server and Data Center Infrastructure: Approximately 97 physical and virtual servers located in SVP-managed data centers that host key applications such as GIS, energy management, work orders, and financial systems. These systems require ongoing City of Santa Clara Page 1 of 9 Printed on 12/12/2025
powered by Legistar™
25-1654 Agenda Date: 12/16/2025
maintenance, hardware refresh, and operating system upgrades to maintain reliability and security.
· Storage Area Network (SAN) and Enterprise Backup Solutions: SVP uses a SAN and Enterprise Backup Solution for Disaster Recovery. The SAN and Backup Solution have reached their end-of-life and are no longer supported by Hewlett Packard Enterprise Development LP (HPE).
· IT and Operation Technology (OT) Network and Communications Equipment: Numerous core switches, routers, firewalls, networking components for SVP’s secure communication segmented backbones, securely connecting substations, control rooms, AMI network, and administrative offices.
· Cybersecurity and Data Protection Systems: Firewalls, endpoint protection, vulnerability management, cloud security, network intrusion detection systems, backup appliances, and monitoring tools essential for maintaining the security and resiliency of SVP’s IT and OT environments.
· Enterprise and Business Applications: Software licenses and maintenance for productivity, asset management, GIS, and specialized utility applications that require ongoing vendor support.
· Peripheral and Specialty Equipment: Printers, plotters, scanners, and other hardware supporting engineering design, field data collections, and administrative operations. · Audiovisual Equipment: Audio, video, projection, and photographic equipment, screens/displays, and peripherals/accessories.

DISCUSSION
SVP System Support Group (SSG) recently conducted a review of anticipated IT system requirements. Based on that review, staff developed an estimate of expenditures required to maintain, upgrade, and replace IT equipment and services necessary for SVP’s ongoing operations.

The IT goods and services anticipated under this report are essential to support enterprise systems, network infrastructure, and cybersecurity tools, enable SVP’s business continuity and operations, replace aging hardware and avoid technical obsolescence, and mitigate security risks from malware, and other vulnerabilities.

Table 1 below summarizes the estimated five-year expenditures for IT goods and services needed to support SVP’s operations. While this request seeks multi-year spending authority, a portion of the funding is requested in this fiscal year to address immediate, high-priority needs, including cybersecurity enhancements required in advance of the SBLX and FIFA World Cup events and replacement of end-of-life OT/IT networks and storage infrastructure. Several core network components and the Storage Area Network are nearing end-of-life and expiration of vendor support.

All remaining expenditures would be phased over the five-year period to support planned system upgrades and ongoing security and infrastructure requirements.

City of Santa Clara Page 2 of 9 Printed on 12/12/2025
powered by Legistar™
25-1654 Agenda Date: 12/16/2025
Table 1 - Estimated Five-Year IT Expenditures
IT Category Description Anticipated Timing Estimated
Five-Year
Spend
Desktop and
Mobile Computing
Replacement of desktop
computers, laptops,
docking stations, and
monitors based on
established equipment
life cycles
Phased over the fiveyear term as equipment
reaches end of life;
estimated FY 2025/26
spend is $250,000
$750,000
Server and Data
Center
Ongoing refresh and
support of servers and
data center systems
Phased over the fiveyear term as equipment
reaches end of life;
estimated FY 2025/26
spend is $250,000
$700,000
Storage and
Backup
Infrastructure
Replacement of SAN
and enterprise backup
systems at two locations
Near-term; system
configuration and
purchase anticipated by
March 2026; estimated
FY 2025/26 spend is
$2,700,000
$2,700,000
Cybersecurity and
Data Protection
Cybersecurity platforms
including vulnerability
management,
remediation, log
management, secure
remote access, security
operations, data
governance, and
endpoint detection and
response
Near-term replacement
of end-of-life systems
with additional upgrades
phased over the term;
estimated FY 2025/26
spend is $1,000,000
$2,350,000
IT and OT
Network and
Communications
Equipment
Network infrastructure
supporting security IT
and operational
technology
environments, including
firewalls, core switches,
core routing, access
layer switches, wireless
access points, network
monitoring platform, and

IDS/IPS
Near-term replacement
of end-of-life systems
with additional upgrades
phased over the term;
estimated FY 2025/26
spend is $3,000,000
$5,400,000
Peripheral and
Specialty
Equipment and
Audiovisual
Equipment
Replacement and
upgrades of various
equipment
Replaced on an asneeded basis; estimated
FY 2025/26 spend is
$50,000
$100,000
Total $12,000,000
City of Santa Clara Page 3 of 9 Printed on 12/12/2025
powered by Legistar™
25-1654 Agenda Date: 12/16/2025
, ,
core routing, access
layer switches, wireless
access points, network
monitoring platform, and

IDS/IPS
p$,,
Peripheral and
Specialty
Equipment and
Audiovisual
Equipment
Replacement and
upgrades of various
equipment
Replaced on an asneeded basis; estimated
FY 2025/26 spend is
$50,000
$100,000
Total $12,000,000
To efficiently procure the broad range of technology goods and services described above, staff recommend utilizing cooperative purchasing agreements. This recommendation is in accordance with Section 2.105.270(c) of the City of Santa Clara Code, which authorizes the City to contract with vendors under contracts awarded using preestablished cooperative purchasing agreements when such agreements result from a competitive bid process that meets or exceeds the competitive bidding process of the City, as determined by the Purchasing Division Manager.

Cooperative purchasing agreements have become a common strategy among public agencies for acquiring technology goods and services. By sharing procurement efforts with other government entities, agencies leverage the full competitive process, including solicitation development, bid advertising, evaluation, and award, conducted by a lead public agency. Using these competitively awarded contracts enables the City to benefit from lower pricing due to aggregated demand, reduced administrative workload, and shorter procurement timelines. These agreements are rebid and renewed upon expiration, ensuring that participating agencies continue to benefit from competitive pricing and contract efficiencies.

The City intends to use several competitive cooperative agreements for IT-related procurements. A summary of the cooperative programs is provided below:
· NASPO ValuePoint: NASPO ValuePoint is a national cooperative purchasing program facilitating public procurement solicitations and agreements using a lead-state model and provides the highest standard of excellence in public cooperative contracting. NASPO ValuePoint is available to public agencies and is a program under National Association of State Procurement Officials (NASPO), comprising of chief procurement officials of all 50 states, the District of Columbia, and U.S. territories. · OMNIA Partners: OMNIA is a national government purchasing cooperative that administers competitive solicitations in partnership with lead public agencies. OMNIA’s process complies with public sector procurement requirements, allowing local and state government agencies, school districts (K-12), higher education institutions, and nonprofits to utilize competitively awarded contracts.
· Sourcewell: Sourcewell is a national cooperative procurement organization that conducts its own competitive solicitations as a lead agency. Its procurement process includes public advertising, evaluation, negotiation, and awarding that is consistent with public purchasing laws. Sourcewell’s competitively awarded contracts are available to government agencies, education institutions, and non-profits.

Staff requests approval for spending authority to execute agreements and/or purchase orders for a not-to-exceed amount of $12 million for a five-year period through December 31, 2030, and City of Santa Clara Page 4 of 9 Printed on 12/12/2025
powered by Legistar™
25-1654 Agenda Date: 12/16/2025
authorization to use the cooperative purchasing agreements listed in Table 2 below. In accordance with Section 2.105.270(c) of the City of Santa Clara Code, the Purchasing Division Manager has determined that the cooperative agreements listed in Table 2 resulted from a competitive bid process that meets or exceeds the competitive bidding process of the City. Staff also request the authority to substitute any of these cooperative agreements with the applicable replacement agreement issued by the same cooperative organization if the existing agreement expires during the purchase approval period; provided that the replacement agreement meets the requirements of Section 2.105.270(c) as determined by the Purchasing Division Manager.

Table 2 - Cooperative IT Purchases for SVP
Att.
#
Vendor Name Cooperative Purchase
Agreement
Description
1 Dell Marketing L.P. NASPO ValuePoint
Master Agreement No.
23026 (formerly No.
23004), which is
effective through June
30, 2028, if all options
are exercised
Desktop and mobile computing,
including computers, laptops,
equipment, and peripherals
2 SHI International Sourcewell Master
Agreement No. 121923-
SHI, which is effective
through February 27,
2031, if all options are
exercised
Hardware, software, cloud,
cybersecurity, networking,
storage, peripherals, and services
3 CDW Government
LLC
OMNIA Partners, Public
Sector Master
Agreement 2024056-
01, which is effective
from July 2, 2024,
through July 1, 2034, if
all options are
exercised
Laptops, networking equipment,
system components, desktop and
notebooks, networking
equipment, servers,
cybersecurity, and services
4 Carahsoft
Technology Corp.

OMNIA Partners, Public
Sector Master
Agreement 23-6692-01,
which is effective
through April 30, 2028
Laptops, networking equipment,
system components, desktop and
notebooks, networking
equipment, servers, and storage
5 Carahsoft
Technology Corp.

OMNIA Partners, Public
Sector Master
Agreement R240303
which is effective
through December 31,
2029, if all options are
exercised
Software solutions and services
6 Presidio Network
Solutions, LLC
Sourcewell Master
Agreement #120122,
which is effective
through March 17,
2028, if all options are
eercised
Cloud and artificial intelligence,
cybersecurity, networking, endpoint management and security, service desk, and business
workflows
City of Santa Clara Page 5 of 9 Printed on 12/12/2025
powered by Legistar™
25-1654 Agenda Date: 12/16/2025
gy p
Agreement R240303
which is effective
through December 31,
2029, if all options are
exercised
6 Presidio Network
Solutions, LLC
Sourcewell Master
Agreement #120122,
which is effective
through March 17,
2028, if all options are
exercised
Cloud and artificial intelligence,
cybersecurity, networking, endpoint management and security, service desk, and business
workflows
7 Insight Public
Sector
OMNIA Partners Public
Sector Master
Agreement 23-6692-03,
which is effective
through April 30, 2028,
if all options are
exercised
Cloud solutions, system
components, desktop and
notebooks, networking
equipment, servers, and storage
8 TD Synnex
Corporation
Sourcewell Master
Agreement #020624-
SYN, which is effective
through May 3, 2031, if
all options are
exercised
Private wireless networks, radio
access networks, network
management tools, site surveys
and assessments, tier-one OEM
solutions, advanced solutions,
endpoint solutions, cloud, artificial
intelligence, and cybersecurity
Most purchases under these cooperative agreements will be made through standard Purchase Orders. However, certain purchases will require a separate contract that references the terms of the underlying cooperative agreement. Providing authority to negotiate and execute these agreements is necessary because some IT procurements require contract documents, particularly when they involve warranties, support services, cybersecurity requirements, or software licenses. Cooperative agreements such as Sourcewell, explicitly allow participating agencies to negotiate additional terms and conditions. This is beneficial to the City as it can negotiate terms that are equal to or more favorable to the City than those contained in the base contract. This flexibility enables the City to incorporate required provisions, such as insurance requirements, data security terms, confidentiality clauses, and City-specific legal requirements, into the final agreement and to negotiate pricing that may be lower than the published cooperative rates.

In addition, some purchases made during the approved spending period will include multi-year maintenance, warranty, support, or subscription services that extend beyond December 31, 2030.

This is standard for technology purchases, as ongoing support is required after the initial product is deployed. Allowing multi-year terms does not increase the spending limit. To maintain full fiscal control, the entire contract value, including services that occur after 2030, will be charged against the $12 million authority at the time the agreement is executed. This ensures that all obligations incurred during the purchasing period remain within the approved spending limit. Staff will monitor all purchases and remaining spending capacity using the City’s financial management system, PeopleSoft. Staff will continue to manage and allocate purchases among the vendors as needed to meet operational requirements and will ensure that the total expenditure remains within the authorized $12 million spending limit during the five-year period ending December 31, 2030.

This request to use multiple cooperative agreements is consistent with practices used by other public agencies. For example, the City of Sacramento obtained City Council approval to use cooperative City of Santa Clara Page 6 of 9 Printed on 12/12/2025
powered by Legistar™
25-1654 Agenda Date: 12/16/2025
purchasing agreements for citywide IT purchases in an amount of approximately $34.5 million for FY 2025/26.

Approval of the recommendations in this report will allow SVP to procure the necessary IT goods and services through multiple cooperative purchasing agreement efficiently, transparently, and in compliance with the City’s procurement policy.

ENVIRONMENTAL REVIEW
The actions being considered do not constitute a “project” within the meaning of the California Environmental Quality Act (“CEQA”) pursuant to Section 15061(b)(3) of Title 14 of the California Code of Regulation in that it can be seen with certainty that there is no possibility that the proposed actions may have a significant effect on the environment as the proposed actions authorize the purchase of IT services, equipment and licenses necessary for the City to carry out critical administrative functions .

FISCAL IMPACT
Of the $12.0 million discussed in this Report to Council technology infrastructure improvements, $7.25 million is needed in FY 2025/26 as outlined in Table 1 of this report to allocate funds to begin several critical initiatives to address systems nearing end of life, and system enhancements, including an OT/IT Network and Communications Refresh, Cybersecurity and Data Protection strengthening, Server and Data Center Infrastructure upgrades, and Storage Area Network (SAN) and Enterprise Backup replacement.

Funding of $7,250,000 is available in the Electric Utility Fund Unrestricted Ending Fund Balance.

The budget amendment below allocates funding from the Electric Utility Fund to the Electric Utility Capital Fund to increase the Operations and Planning Technology project.

Budget Amendment
FY 2025/26
Current Increase/
(Decrease)
Revised
Electric Utility Fund (091)
Transfers to
Electric Utility Capital Fund $70,541,000 $7,250,000 $77,791,000 Ending Fund Balance
Unrestricted Ending Fund Balance $103,600,565 ($7,250,000) $96,350,565 Electric Utility Capital Fund (591)
Transfers from
Electric Utility Fund $70,541,000 $7,250,000 $77,791,000 Expenditures
Operations and Planning Technology
Project (CIP 2395)
$4,636,798 $7,250,000 $11,886,798
City of Santa Clara Page 7 of 9 Printed on 12/12/2025
powered by Legistar™
25-1654 Agenda Date: 12/16/2025
The remaining $4,750,000 needed will be incorporated in the Electric Utility Capital Fund in future years of funding in the FY 2026/27 and FY 2027/28 Proposed Biennial Capital Improvement Program Budget as part of the annual budget process. Ongoing software subscription costs will be incorporated in the Electric Utility Fund operating budget as part of the annual budget process.

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

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

RECOMMENDATION

1. Authorize the City Manager or designee to issue Purchase Orders and/or negotiate and execute agreements with Dell Marketing LP, SHI International, CDW Government LLC, Carahsoft Technology Corp., Presidio Network Solutions, LLC, Insight Public Sector, TD Synnex Corporation, and/or their authorized resellers, under cooperative purchasing agreements for the purchase of various information technology products and services for Silicon Valley Power, for a total compensation amount not-to-exceed $12 million during a five-year purchasing period through December 31, 2030, subject to the appropriation of funds and the review and approval as to form by the City Attorney;

2. Authorize the City Manager or designee to take any actions as necessary to implement and administer the Purchase Orders and agreements and negotiate and execute amendment(s) to (1) add or delete services or equipment, (2) extend the term, (3) update rates in compliance with Section 2.105.270(c) of the City of Santa Clara Code, and (4) make de minimis changes, subject to the appropriation of funds, as necessary, and to the final review and approval as to form by the City Attorney; and

3. Approve the following FY 2025/26 budget amendments:
a. In the Electric Utility Fund, increase the transfer to the Electric Utility Capital Fund and reduce the Unrestricted Ending Fund Balance by $7,250,000 (five affirmative Council votes required for the use of unused balances);
b. In the Electric Utility Capital Fund, increase the transfer from the Electric Utility Fund and increase the Operations and Planning Technology project in the amount of $7,250,000 (five affirmative Council votes required to appropriate additional revenue).

Reviewed by: Nico Procos, Director of Silicon Valley Power Approved by: Jovan D. Grogan, City Manager

ATTACHMENTS

1. NASPO ValuePoint Master Agreement No. 23026 with Dell Marketing L.P.

2. OMNIA Partners, Public Sector Master Agreement 2024056-01 with SHI International

3. OMNIA Partners, Public Sector Master Agreement 2024056-01 with CDW

4. OMNIA Partners, Public Sector Master Agreement 23-6692-01 with Carahsoft

5. OMNIA Partners, Public Sector Master Agreement R240303 with Carahsoft City of Santa Clara Page 8 of 9 Printed on 12/12/2025
powered by Legistar™
25-1654 Agenda Date: 12/16/2025

6. Sourcewell Master Agreement #120122 with Presidio Network

7. OMNIA Partners Public Sector Master Agreement 23-6692-03 with Insight

8. Sourcewell Master Agreement #020624-SYN with TD Synnex Corporation City of Santa Clara Page 9 of 9 Printed on 12/12/2025
powered by Legistar™
Persons with a hearing or speech disability may contact us by dialing 711 or 1.800.627.3529 Assignment of NASPO Master Agreement 23004 Page 1 of 3
ASSIGNMENT OF NASPO MASTER AGREEMENT 23004
This Assignment Agreement is by and among the State of Minnesota, acting through its Commissioner of Administration (State), Dell Inc., One Dell Way, Round Rock, TX 78682 (Original Contractor), and Dell Marketing L.P., One Dell Way, Mailstop RR1-33 Legal, Round Rock, TX 78682 (Assigned Contractor).

WHEREAS, the State has an agreement with the Original Contractor identified as Contract 23004, effective July 14, 2023, through June 30, 2025 (Contract), to provide Computer Equipment, Peripherals & Related Services; and WHEREAS, the Original Contractor wishes to assign all its interests in the Contract to the Assigned Contractor; and WHEREAS, the assignment provision of the Contract provides assignment of the agreement only upon written consent of the State.

NOW, THEREFORE, it is agreed by the parties to amend the Contract as follows:

1. The Assigned Contractor is assigned Contract 23026 to accommodate participating addenda under the Master Agreement.

2. This Assignment Agreement will become effective upon its approval and execution by the parties and approval of the appropriate State officials, pursuant to Minn. Stat. § 16C.05, subd. 2.

3. The State hereby approves the request of the Original Contractor to assign the Assigned Contractor all its interests, rights, and responsibilities, duties, and other provisions set forth in the Contract, which is attached and incorporated as Exhibit A, provided the Original Contractor and the Assigned Contractor agree to all provisions set forth in this Assignment Agreement.

4. Representations and Warranties:
a. The Original Contractor represents and warrants to the State that it is not in default of any of its obligations under the Contract.
b. The Assigned Contractor represents and warrants to the State that: (i) as of the effective date of this Assignment Agreement, the Assigned Contractor will have received sufficient information, right to technology, and key personnel sufficient to properly perform the duties, responsibilities, obligations, and all other provisions assigned to it, and (ii) the Assigned Contractor is ready, willing, and able to perform all of the duties, obligations, and responsibilities of the Contract. c. The representations and warranties set forth in this Section 4 are for the sole benefit of the State and its permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person or entity (including the Original Contractor and the Assigned Contractor) any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Assignment Agreement.

5. The Assigned Contractor accepts assignment of all of the provisions of the Contract.

6. Any and all amounts due to the Original Contractor by a Participating Entity for goods or services provided by the Original Contractor prior to July 14, 2023, under the Contract will be paid to the Original Contractor by the Participating Entity. Any and all amounts due under the Contract on or after July 14, 2023, will be paid to the Assigned Contractor by the Participating Entity and the Original Contractor.

7. When applicable, payment for remaining work and travel expenses from the Contract will be paid at the rates set in the Contract. The amount to be paid to the Assigned Contractor will not exceed the Contract’s total costs, minus the DocuSign Envelope ID: F019BE07-AEF0-4A14-B979-8BB85953FE52 Persons with a hearing or speech disability may contact us by dialing 711 or 1.800.627.3529 Assignment of NASPO Master Agreement 23004 Page 2 of 3
total payments made to the Original Contractor.

8. If applicable, the Assigned Contractor will provide proof of insurance with the coverage and in the amounts called for in the original solicitation document, attached herein.

9. If applicable, the Assigned Contractor will provide a copy of its Affirmative Action Certification as approved by the Minnesota Department of Human Rights.

10. If applicable, the Assigned Contractor will provide a copy of its Equal Pay Certification as approved by the Minnesota Department of Human Rights.

This Assignment Agreement is effective upon the date that the final required signatures are obtained.

IN WITNESS WHEREOF, the parties have caused this Assignment Agreement to be duly executed intending to be bound thereby.

1. ORIGINAL CONTRACTOR
Dell Inc.

The Original Contract Vendor certifies that the appropriate person(s) have executed this document on behalf of the Contract Vendor as required by applicable articles, bylaws, resolutions, or ordinances.

By:

Signature
Printed Name
Title:

Date:

By:

Title:

Date:

3. OFFICE OF STATE PROCUREMENT
In accordance with Minn. Stat. §16C.03, Subd. 3.

By:

Signature
Printed Name
Title:

Date:

2. ASSIGNED CONTRACTOR
Dell Marketing L.P.

The Assigned Contract Vendor certifies that the appropriate person(s) have executed the Contract on behalf of the Contract Vendor as required by applicable articles, bylaws, resolutions, or ordinances.

By:

Signature
Printed Name
Title:

Date:

By:

Title:

Date:

4. COMMISSIONER OF ADMINISTRATION
Or delegated representative.

By:

Signature
Printed Name
Title:

Date:

DocuSign Envelope ID: F019BE07-AEF0-4A14-B979-8BB85953FE52 Christopher Alan Garcia
Asst. Corp Secretary & SVP Legal
9/7/2023
ParaLegal Advisor
9/7/2023
Katherine Castillo
Elizabeth M. Randa
9/7/2023
Acquisition Management Specialist
Andy Doran
9/7/2023
IT Acquisitions Supervisor
ECE99192885E4FE ... 8DEF23302D0B4B8 ...
742DE739C8ED492 ...

Persons with a hearing or speech disability may contact us by dialing 711 or 1.800.627.3529 Assignment of NASPO Master Agreement 23004 Page 3 of 3
EXHIBIT A: CONTRACT
Attached and incorporated into Exhibit A is the following document(s):
• NASPO Master Agreement 23004.

DocuSign Envelope ID: F019BE07-AEF0-4A14-B979-8BB85953FE52

Page 1 of 47 ends

NASPO ValuePoint Master Agreement No.: 23004
This Contract is between the State of Minnesota, acting through its Commissioner of Administration (“Lead State”) and Dell Inc., whose designated business address is One Dell Way, Round Rock, TX 78682 (“Contractor”). State and Contractor may be referred to jointly as “Parties.”
Recitals

1. The State of Minnesota, Department of Administration, Office of State Procurement, on behalf of the State of Minnesota and NASPO ValuePoint Cooperative Procurement Program (“NASPO ValuePoint”) issued a solicitation to establish Minnesota NASPO ValuePoint Master Agreement(s) (“Contract”) with qualified manufacturers for Computer Equipment (Desktops, Laptops, Tablets, Servers, and Storage, including related Peripherals & Services);

2. Contractor provided a response to the Solicitation indicating its interest in and ability to provide the goods or services requested in the Solicitation; and

3. Subsequent to an evaluation in accordance with the terms of the Solicitation and negotiation, the Parties desire to enter into a contract; and

4. All authorized governmental entities in any state or participating US Territory are welcome to use the resulting Master Agreement through NASPO ValuePoint with the approval of the State Chief Procurement Official. Upon final award of the overarching Master Agreement, Contractors are able to sign Participating Addendums (PA) at the option of Participating States. Participating States reserve the right to add state specific terms and conditions and modify the scope of the contract in their Participating Addendum as allowed by the Master Agreement.

Accordingly, the Parties agree as follows:

Contract
Term of Contract
Effective date. July 1, 2023, or the date the Lead State obtains all required signatures under Minn. Stat. § 16C.05, subd. 2, whichever is later.

Expiration date. June 30, 2025. This Master Agreement may be extended for up to an additional 36 months, in increments as determined by the Lead State, through a duly executed amendment.

If, in the judgment of the Lead State, a follow-on, competitive procurement will be unavoidably delayed beyond the planned date of execution of the follow-on master agreement, this Master Agreement may be extended for a reasonable period of time, not to exceed six months. This subsection shall not be deemed to limit the authority of a Lead State under its state law otherwise to negotiate contract extensions.

DocuSign Envelope ID: 22C62BA3-AFF9-40A4-8FA3-F4D018802CC5 DocuSign Envelope ID: F019BE07-AEF0-4A14-B979-8BB85953FE52 NASPO
Value Point™
Ml N8SOTA

1. a.
b.

Page 2 of 47 ends

Representations and Warranties
Under Minn. Stat. §§ 15.061 and 16C.03, subd. 3, and other applicable law the Lead State is empowered to engage such assistance as deemed necessary.

Contractor warrants that it is duly qualified and shall perform its obligations under this Master Agreement in accordance with the commercially reasonable standards of care, skill, and diligence in Contractor’s industry, trade, or profession, and in accordance with the specifications set forth in this Master Agreement, to the satisfaction of the Lead State.

Contractor warrants that it possesses the legal authority to enter into this Master Agreement and that it has taken all actions required by its procedures, by-laws, and applicable laws to exercise that authority, and to lawfully authorize its undersigned signatory to execute this Master Agreement, or any part thereof, and to bind Contractor to its terms.

Awarded Band(s)
The solicitation included three product Bands: Band 1, Personal Computing Devices – Windows Operating Systems:

Desktops, Laptops, Tablets; and Band 2, Personal Computing Devices – Non-Windows Operating Systems: Desktops, Laptops, Tablets; and Band 3, Servers and Storage. The Contractor is awarded the following Band(s):

Band 1, Personal Computer Devices – Windows Operating Systems Band 2, Personal Computer Devices - Non-Windows Operating Systems Band 3, Servers and Storage
Configuration Dollar Limits
The following configuration limits apply to the Master Agreement. Participating Entities may define their configuration limits in their Participating Addendum. The Participating Entity’s Chief Procurement Official may increase or decrease the configuration limits, as defined in their Participating Addendum. The Participating Entity will determine with the Contractor how to approve these modifications to the Product and Service Schedule.

The dollar limits identified below are based on a SINGLE computer/system configuration. This is NOT a restriction on the purchase of multiple configurations (e.g., an entity could purchase 10 laptops at $15,000 each, for a total purchase price of $150,000).

ITEM CONFIGURATION
Band One $15,000
Band Two $15,000
Band Three $1,000,000
Peripherals $10,000
Services Addressed in the Participating Addendum
Restrictions
The following restrictions apply to the Master Agreement. A Participating Entity may set further restrictions of products in their Participating Addendum. The Participating Entity will determine with the Contractor how to approve these modifications to the Entity’s Product and Service Schedule.

Software
Software is restricted to operating systems and commercial off-the-shelf (COTS) software and is subject to equipment configuration limits.

DocuSign Envelope ID: 22C62BA3-AFF9-40A4-8FA3-F4D018802CC5 DocuSign Envelope ID: F019BE07-AEF0-4A14-B979-8BB85953FE52

2. a.
b.

3. 4.

5. a.

Page 3 of 47 ends

Any software purchased must be related to the procurement of equipment.

Software must be pre-loaded or provided as an electronic link with the initial purchase of equipment, except for the exceptions allowed under Paragraph 5.a.4.

Software such as middleware which is not always installed on the equipment, but is related to storage and server equipment (Band 3) purchased, is allowed and may be procured after the initial purchase of equipment.

General Services
Services must be related to the procurement of equipment.

Service limits will be addressed by each State.

Wireless phone and internet service is not allowed.

Managed Print Services are not allowed.

Cloud Services
Cloud Services are restricted to Services that function as operating systems and software needed to support or configure hardware purchased under the scope of the contract and is subject to equipment configuration limits.

Any Cloud Service purchased must be related to the procurement of equipment.

Third-Party Products
Third-Party Products can be offered only in the Bands they have been awarded. All third-party products must meet the definition(s) of the Band(s) in which they are being offered.

Products manufactured by another Contractor holding a Minnesota NASPO ValuePoint Master Agreement for Computer Equipment cannot be offered unless approved by the Lead State.

Additional Product/Services
Hardware and software required to solely support wide area network (WAN) operation and management are not allowed.

Lease/Rentals of equipment may be allowed and will be addressed by each State.

Cellular Phone Equipment is not allowed.

EPEAT Bronze requirement may be waived, on a State case-by-case basis, if approved by the State’s Chief Procurement Officer. EPEAT Bronze requirement does not currently apply to storage.

DocuSign Envelope ID: 22C62BA3-AFF9-40A4-8FA3-F4D018802CC5 DocuSign Envelope ID: F019BE07-AEF0-4A14-B979-8BB85953FE52 b.

C.
d.
e.

2. 3.

4. 1.

2. 3.

4. 1.

2. 1.

2. 3.

Page 4 of 47 ends

Authorized Representative
Master Agreement Administrator. The Master Agreement Administrator designated by NASPO ValuePoint and the State of Minnesota, Department of Administration is Elizabeth Randa, Acquisition Management Specialist.

Elizabeth Randa, Acquisition Management Specialist
Department of Administration
Office of State Procurement
112 Administration Building
50 Sherburne Avenue
St. Paul, MN 55155
E-mail: [email protected]
Phone: 651.201.3122
Contractor’s Authorized Representative. The Contractor's Authorized Representative is Ashley Salinas, SLED Contract Program Manager.

Ashley Salinas, SLED Contract Program Manager
Dell Inc.

One Dell Way
Round Rock, TX 78682
[email protected]
Phone: 512.542.1237
If the Contractor’s Authorized Representative changes at any time during this Contract, the Contractor must immediately notify the Lead State.

Notices
If one party is required to give notice to the other under the Master Agreement, such notice shall be in writing and shall be effective upon receipt. Delivery may be by certified United States mail or by hand, in which case a signed receipt shall be obtained. An email shall constitute sufficient notice, provided the receipt of the transmission is confirmed by the receiving party. Either party must notify the other of a change in address for notification purposes. All notices to the Lead State shall be addressed to the Master Agreement Administrator.

Exhibits
The following Exhibits are attached and incorporated into this Contract. In the event of a conflict between the terms of this Contract and its Exhibits, or between Exhibits, the order of precedence is first the Contract, and then in the following order:

Exhibit A: NASPO ValuePoint Terms and Conditions
Exhibit B: Minnesota Terms and Conditions
Exhibit C: Requirement
Exhibit D: Price Schedule
Exhibit E: Contractor Terms and Conditions
Survival of Terms:

The following clauses survive the expiration or cancellation of this Master Agreement: Indemnification; State Audits; Government Data Practices and Intellectual Property; Publicity and Endorsement; Governing Law, Jurisdiction, and Venue; and Data Disclosure. Any other Contract term that states it shall survive, shall survive.

DocuSign Envelope ID: 22C62BA3-AFF9-40A4-8FA3-F4D018802CC5 DocuSign Envelope ID: F019BE07-AEF0-4A14-B979-8BB85953FE52

6. a.
b.

7. 8.

Page 5 of 47 ends

Entire Agreement
This Contract and any written addenda thereto constitute the entire agreement of the parties to the Master Agreement.

1. Contractor
The Contractor certifies that the appropriate
person(s) have executed the Contract on behalf of
the Contractor as required by applicable articles,
bylaws, resolutions, or ordinances.

2. State Agency
With delegated authority
Print name: Print name:

Signature: Signature:

Title: Date: Title: Date:

3. Commissioner of Administration
As delegated to The Office of State Procurement
Print name:

Signature:

Title: Date:

DocuSign Envelope ID: 22C62BA3-AFF9-40A4-8FA3-F4D018802CC5 ParaLegal Advisor 7/14/2023
Katherine Castillo
Acquisition Management Specialist 7/14/2023
Elizabeth M. Randa
Andy Doran
IT Acquisitions Supervisor 7/14/2023
DocuSign Envelope ID: F019BE07-AEF0-4A14-B979-8BB85953FE52

10. 8DEF23302D0B4B8 ... 742DE739C8ED492 ...

Page 6 of 47 ends

Exhibit A: NASPO ValuePoint Master Agreement Terms and Conditions Conflict of Terms/Order of Precedence.

Any order placed under this Master Agreement shall consist of the following documents:

A Participating Entity’s Participating Addendum (“PA”); Minnesota NASPO ValuePoint Master Agreement, as negotiated, including all exhibits; A Purchase Order issued against a PA (terms and conditions set forth in a Purchase Order will not be deemed to modify, diminish, or otherwise derogate the terms and conditions set forth in a Participating Addendum or Minnesota NASPO ValuePoint Master Agreement).

These documents shall be read to be consistent and complementary. Any conflict among these documents shall be resolved by giving priority to these documents in the order listed above. Contractor terms and conditions that apply to this Master Agreement are only those that are expressly accepted by the Lead State and must be in writing and attached to this Master Agreement as an Exhibit or Attachment.

Contractor terms and conditions may be incorporated if expressly accepted by the Lead State and attached to the Master Agreement as an Exhibit or Attachment, or by written reference (including reference to information contained in a URL or referenced policy). A written reference, including by URL or policy, is incorporated into the Master Agreement only if the Master Agreement expressly identifies that reference. URL’s must be explicitly referenced to be incorporated into the Master Agreement. URL’s contained within the URL’s that are explicitly referenced are not incorporated into the Master Agreement. Any Contractor term or condition incorporated by URL or written reference applies to this Master Agreement only to the extent such term or condition is not prohibited by applicable law. Any change to information contained in a URL or referenced policy will not affect any financial obligation, place any additional material obligation on an ordering entity, or materially diminish an ordering entity’s ability to use the product or service.

A written Master Agreement (which may include the contents of the RFP and selected portions of Contractor’s response incorporated therein by reference) will constitute the entire agreement of the parties to the Master Agreement. No other terms and conditions shall apply, including terms and conditions listed in the Contractor’s response to the RFP, or terms listed or referenced on the Contractor's website not otherwise incorporated into the Master Agreement, in the Contractor quotation/sales order, or in similar documents subsequently provided by the Contractor.

Additional Agreement with NASPO. Upon request by NASPO ValuePoint, awarded Contractor shall enter into a direct contractual relationship with NASPO ValuePoint related to Contractor’s obligations to NASPO ValuePoint under the terms of the Master Agreement, the terms of which shall be the same or similar (and not less favorable) than the terms set forth in the Master Agreement.

Definitions.

Acceptance is defined by the applicable commercial code, except Acceptance shall not occur before the completion of delivery in accordance with the Order, installation if required, and a reasonable time for inspection of the Product.

Accessory means a product that enhances the user experience but does not extend the functionality of the computer (e.g. mouse pad or monitor stand). For the purposes of this Contract, accessories are considered peripherals.

DocuSign Envelope ID: 22C62BA3-AFF9-40A4-8FA3-F4D018802CC5 DocuSign Envelope ID: F019BE07-AEF0-4A14-B979-8BB85953FE52

1. 2.
a.
b.

C.
d.
e.
a.
b.

1. 2.

Page 7 of 47 ends

_____ as a Service (_aaS) refers to any good provided in a subscription-based model that is defined in the industry as “_____ as a Service”. Examples are “Software as a Service”, “Infrastructure as a Service”, and “Storage as a Service”, and shall follow the NIST definitions of those services. ____ as a Service are permitted only when they meet the restrictions found in Paragraph 5.c, above.

Band means a category of products. There are three product bands which may be awarded through this Contract. Each product band includes related peripherals and services.

Components are the parts that make up a computer configuration.

Contractor means the person or entity delivering Products or performing services under the terms and conditions set forth in this Master Agreement.

Configuration means the combination of hardware and software components that make up the total functioning system.

Customer (see Purchasing Entity).

Desktop means a personal computer intended for regular use at a single location. A desktop computer typically comes in several units connected together during installation: (1) the processor, 2) display monitor, and 3) input devices usually a keyboard and a mouse. Desktops, including desktop virtualization endpoints such as zero and thin clients, are included in Bands 1 and 2 of this Contract.

Embedded Software means one or more software applications which permanently reside on a computing device.

Energy Star® is a voluntary energy efficiency program sponsored by the U.S. Environmental Protection Agency.

The Energy Star program makes it easy to identify energy efficient computers by labeling products that deliver the same or better performance as comparable models while using less energy and saving money. For additional information on the Energy Star program, including product specifications and a list of qualifying products, visit the Energy Star website at http://www.energystar.gov.

EPEAT is a type-1 ecolabel for identifying and purchasing sustainable IT products. EPEAT-registered products must meet sustainability criteria detailed in voluntary consensus-based standards that are free and publicly available on the Green Electronics Council’s website at www.greenelectronicscouncil.org. Products are classified as Bronze, Silver, or Gold based on meeting criteria that address the life cycle of the products. Product life cycle includes material extraction, hazardous substance reduction, end-of-life management, packaging, and corporate sustainability. Only products listed as Active in the online EPEAT Registry are considered to meet the EPEAT criteria.

FOB Destination means that shipping charges are included in the price of the item and the shipped item becomes the legal property and responsibility of the receiver when it reaches its destination unless there is acceptance testing required.

FOB Inside Delivery means that shipping charges are included in the price of the item, and that the shipped item becomes the legal property and responsibility of the receiver when it reaches the inside delivery point, which is beyond the front door or loading dock. FOB Inside Delivery is a special shipping arrangement that may include additional fees payable by the Purchasing Entity. FOB Inside Delivery must be annotated on the Purchasing Entity ordering document.

DocuSign Envelope ID: 22C62BA3-AFF9-40A4-8FA3-F4D018802CC5 DocuSign Envelope ID: F019BE07-AEF0-4A14-B979-8BB85953FE52 C.
d.
e.
f.
g.
h.
i.
j.
k.

I.
m.
n.

Page 8 of 47 ends

Intellectual Property means any and all patents, copyrights, service marks, trademarks, trade secrets, trade names, patentable inventions, or other similar proprietary rights, in tangible or intangible form, and all rights, title, and interest therein.

Laptop means a personal computer for mobile use. A laptop includes a display, keyboard, point device such as a touchpad, and speakers in a single unit. A laptop can be used away from an outlet using a rechargeable battery.

Laptops include notebooks, ultrabooks, netbooks, Zero and thin client devices, and computers with mobile operating systems. Laptops are included in Bands 1 and 2 of this Contract.

Lead State means the State centrally administering any resulting Master Agreement(s).

Mandatory Requirement is a requirement that the failure to meet results in the rejection of the responder’s proposal unless all responders are unable to meet the mandatory requirement. The terms “must” and “shall” identify a mandatory requirement. Any objection to a mandatory requirement should be identified by responders in the Question and Answer period.

Manufacturer means a company that, as one of its primary business functions, designs, assembles, owns the trademark/patent for, and markets branded computer equipment.

Master Agreement means the underlying agreement executed by and between the Lead State, acting on behalf of NASPO ValuePoint, and the Contractor.

Middleware means the software “glue” that helps programs and databases (which may be on different computers) work together. The most basic function of middleware is to enable communication between different pieces of software.

NASPO ValuePoint is a division of the National Association of State Procurement Officials (“NASPO”), a 501(c)(3) limited liability company. NASPO ValuePoint facilitates administration of the NASPO cooperative group contracting consortium of state chief procurement officials for the benefit of state departments, institutions, agencies, and political subdivisions and other eligible entities (i.e., colleges, school districts, counties, cities, some nonprofit organizations, etc.) for all states, the District of Columbia, and territories of the United States. NASPO ValuePoint is identified in the Master Agreement as the recipient of reports and may perform contract administration functions relating to collecting and receiving reports as well as other contract administration functions as assigned by the Lead State.

Option means an item of equipment or a feature that may be chosen as an addition to or replacement for standard equipment and features.

Order or Purchase Order means any purchase order, sales order, contract or other method used by a Purchasing Entity to order the Products.

Participating Addendum means a bilateral agreement executed by a Contractor and a Participating Entity incorporating this Master Agreement and any other additional Participating Entity specific language or other requirements, e.g. ordering procedures specific to the Participating Entity, other terms and conditions.

Participating Entity means a state (as well as the District of Columbia and U.S territories), city, county, district, other political subdivision of a State, or a nonprofit organization under the laws of some states properly authorized to enter into a Participating Addendum, that has executed a Participating Addendum.

Participating State means a state that has executed a Participating Addendum.

DocuSign Envelope ID: 22C62BA3-AFF9-40A4-8FA3-F4D018802CC5 DocuSign Envelope ID: F019BE07-AEF0-4A14-B979-8BB85953FE52

0. p.
q.
r.
s.
t.
u.

V.
w.

X.
y.
z.
aa.

Page 9 of 47 ends

Partner means a company, authorized by the Contractor and approved by the Participating Entity, to provide marketing, support, or other authorized contract services on behalf of the Contractor in accordance with the terms and conditions of the Contractor’s Master Agreement. A Partner may include, but is not limited to, an agent, subcontractor, fulfillment partner, channel partner, business partner, servicing subcontractor, etc.

Peripherals means any hardware product that can be attached to, added within, or networked with personal computers, servers, or storage. Peripherals extend the functionality of a computer without modifying the core components of the system.

Per Transaction Multiple Unit Discount means a contractual volume discount based on dollars in a single purchase order or combination of purchase orders submitted at one time by a Participating Entity or multiple entities conducting a cooperative purchase.

Premium Savings Package(s) (PSP) are deeply discounted standard configurations available to Purchasing Entities using the Master Agreement. NASPO ValuePoint reserves the right to expand and modify the PSP throughout the life of the contract. For more information see: https://www.naspovaluepoint.org/portfolio/57/.

Product means any equipment, software (including embedded software), documentation, service, or other deliverable supplied or created by the Contractor pursuant to this Master Agreement. The term Products, supplies and services, and products and services are used interchangeably in these terms and conditions.

Purchasing Entity means a state (including the District of Columbia and U.S. territories), city, county, district, other political subdivision of a state, other public entities domestic or foreign, and nonprofit organizations under the laws of some states if authorized by a Participating Addendum, that issues a Purchase Order under the terms of the Master Agreement, or any Participating Addendum thereto, and becomes financially committed to the purchase.

Ruggedized means equipment specifically designed to operate reliably in harsh usage environments and conditions, such as strong vibrations, extreme temperatures, and wet or dusty conditions. Ruggedized equipment may be proposed under the band that most closely fits the equipment being proposed.

Server means computer hardware dedicated to run one or more services or applications (as a host) to serve the needs of the users of other computers on a network. Servers may be either physical or virtual. Servers, including server appliances, are included in Band 3 of this Contract. Server appliances have their hardware and software preconfigured by the manufacturer, and include embedded networking components such as those found in blade chassis systems.

Services are broadly classified as installation or de-installation, maintenance, support, training, migration, and optimization of products offered or supplied under the Master Agreement. These classifications of services may include, but are not limited to: warranty services, maintenance, installation, de-installation, factory integration (software or hardware components), asset management, recycling or disposal, training and certification, preimplementation design, disaster recovery planning and support, service desk or helpdesk, imaging, and any other directly related technical support service required for the effective operation of a product offered or supplied.

Contractors may offer limited professional services related ONLY to the equipment and configuration of the equipment purchased through the resulting contracts.

EACH PARTICIPATING ENTITY WILL DETERMINE RESTRICTIONS AND NEGOTIATE TERMS FOR SERVICES THROUGH THEIR PARTICIPATING ADDENDUM.

Software means, for the purposes of this Contract, commercial operating off the shelf machine-readable object code instructions including microcode, firmware, and operating system software that meet the restrictions specified DocuSign Envelope ID: 22C62BA3-AFF9-40A4-8FA3-F4D018802CC5 DocuSign Envelope ID: F019BE07-AEF0-4A14-B979-8BB85953FE52 bb.
cc.
dd.
ee.
ff.
gg.
hh.
ii.
jj.
kk.

Page 10 of 47 ends

in Paragraph 5.a. “Software” applies to all parts of software and documentation, including new releases, updates, and modifications of software.

Storage means hardware or a virtual appliance with the ability to store large amounts of data. Storage, including SAN switching necessary for the proper functioning of storage equipment, is included in Band 3 of this Contract Storage Area Network (SAN) is a high-speed special-purpose network (or subnetwork) that interconnects different kinds of data storage devices with associated data servers on behalf of a larger network of users.

Tablet means a mobile computer that provides a touchscreen that acts as the primary means of control. Tablets, including notebooks, ultrabooks, and netbooks with touchscreen capabilities, are included in Bands 1 and 2 of this Contract.

Takeback Program means the Contractor’s process for accepting the return of equipment or other products at the end of the product’s life.

Thin Client is a lightweight computer that has been optimized for establishing a remote connection with a server-based computing environment.

Third Party Product is a good sold by the Contractor that is manufactured by another company. Third Party Products are intended to enhance or supplement a Contractor’s own product line, and are not intended to represent more than a third of any Contractor’s total sales under this Master Agreement.

Upgrade means the replacement of existing software, hardware, or hardware component with a newer version.

Warranty means the Manufacturer’s general warranty tied to the product at the time of purchase.

Wide Area Network (WAN) is a data network that serves users across a broad geographic area and often uses transmission devices provided by common carriers.

Term of the Master Agreement.

The initial term of this Master Agreement is for 2 years. This Master Agreement may be extended beyond the original contract period for 36 additional months at the Lead State’s discretion and by mutual agreement and upon review of requirements of Participating Entities, current market conditions, and Contractor performance.

The Master Agreement may be extended for a reasonable period of time if in the judgment of the Lead State a follow-on, competitive procurement will be unavoidably delayed (despite good faith efforts) beyond the planned date of execution of the follow-on master agreement. This subsection shall not be deemed to limit the authority of a Lead State under its state law otherwise to negotiate contract extensions.

Amendments.

The terms of this Master Agreement shall not be waived, altered, modified, supplemented or amended in any manner whatsoever without a written amendment to the Master Agreement executed by the Contractor and Lead State as required by law. Master Agreement amendments will be negotiated by the Lead State with the Contractor whenever necessary to address changes in the terms and conditions, costs, timetable, or increased or decreased scope of work.

Participants and Scope.

Canadian Participation. Subject to the approval of Contractor, any Canadian provincial government or provincially funded entity in Alberta, British Columbia, Manitoba, New Brunswick, Newfoundland and Labrador, DocuSign Envelope ID: 22C62BA3-AFF9-40A4-8FA3-F4D018802CC5 DocuSign Envelope ID: F019BE07-AEF0-4A14-B979-8BB85953FE52 II.
mm.
nn.

00. pp.
qq.
rr.
ss.
tt.

3. a.
b.

4. 5.
a.

Page 11 of 47 ends

Nova Scotia, Ontario, Prince Edward Island, Quebec, or Saskatchewan, and territorial government or territorial government funded entity in the Northwest Territories, Nunavut, or Yukon, including municipalities, universities, community colleges, school boards, health authorities, housing authorities, agencies, boards, commissions, and crown corporations, may be eligible to use Contractor's Master Agreement. Canadian Participation. Subject to the approval of the Contractor, any Canadian provincial government or provincially funded entity in Ontario, Quebec, Nova Scotia, New Brunswick, Manitoba, British Columbia, Prince Edward Island, Saskatchewan, Alberta, Northwest Territories, Nunavut, Yukon, and Newfoundland and Labrador, including municipalities, universities, community colleges, school boards, health authorities, housing authorities, agencies, boards, commissions, and crown corporations, may be eligible to use Contractor's Master Agreement.

Contractor may not deliver Products under this Master Agreement until a Participating Addendum acceptable to the Participating Entity and Contractor is executed. The NASPO ValuePoint Master Agreement Terms and Conditions are applicable to any Order by a Participating Entity (and other Purchasing Entities covered by their Participating Addendum), except to the extent altered, modified, supplemented or amended by a Participating Addendum. By way of illustration and not limitation, this authority may apply to unique delivery and invoicing requirements, confidentiality requirements, defaults on Orders, governing law and venue relating to Orders by a Participating Entity, indemnification, and insurance requirements. Statutory or constitutional requirements relating to availability of funds may require specific language in some Participating Addenda in order to comply with applicable law. The expectation is that these alterations, modifications, supplements, or amendments will be addressed in the Participating Addendum or, with the consent of the Purchasing Entity and Contractor, may be included in the ordering document (e.g. purchase order or contract) used by the Purchasing Entity to place the Order.

Use of specific NASPO ValuePoint Master Agreements by state agencies, political subdivisions and other Participating Entities (including cooperatives) authorized by individual state’s statutes to use state contracts are subject to the approval of the respective State Chief Procurement Official. Issues of interpretation and eligibility for participation are solely within the authority of the respective State Chief Procurement Official.

Obligations under this Master Agreement are limited to those Participating Entities who have signed a Participating Addendum and Purchasing Entities within the scope of those Participating Addenda. States or other entities permitted to participate may use an informal competitive process to determine which Master Agreements to participate in through execution of a Participating Addendum. Financial obligations of Participating Entities who are states are limited to the orders placed by the departments or other state agencies and institutions having available funds. Participating Entities who are states incur no financial obligations on behalf of other Purchasing Entities. Contractor shall email a fully executed PDF copy of each Participating Addendum to [email protected] to support documentation of participation and posting in appropriate data bases.

NASPO and NASPO ValuePoint are not parties to the Master Agreement.

Participating Addenda shall not be construed to amend the following provisions in this Master Agreement between the Lead State and Contractor that prescribe NASPO ValuePoint requirements: Term of the Master Agreement; Amendments; Participants and Scope; Administrative Fee; NASPO ValuePoint Summary and Detailed Usage Reports; NASPO ValuePoint Cooperative Program Marketing and Performance Review; Right to Publish; Price and Rate Guarantee Period; and Individual Customers. Any such language shall be void and of no effect.

Participating Entities who are not states may under some circumstances sign their own Participating Addendum, subject to the consent to participation by the Chief Procurement Official of the state where the Participating Entity is located. Coordinate requests for such participation through NASPO ValuePoint. Any permission to participate through execution of a Participating Addendum is not a determination that procurement authority exists in the Participating Entity; they must ensure that they have the requisite procurement authority to execute a Participating Addendum.

DocuSign Envelope ID: 22C62BA3-AFF9-40A4-8FA3-F4D018802CC5 DocuSign Envelope ID: F019BE07-AEF0-4A14-B979-8BB85953FE52 b.

C.
d.
e.
f.
g.

Page 12 of 47 ends

Resale. “Resale” means any payment in exchange for transfer of tangible goods, software, or assignment of the right to services. Subject to any specific conditions included in the Master Agreement, or as explicitly permitted in a Participating Addendum, Purchasing Entities may not resell Products (the definition of which includes services that are deliverables). Absent any such condition or explicit permission, this limitation does not prohibit: payments by employees of a Purchasing Entity for Products; sales of Products to the general public as surplus property; and fees associated with inventory transactions with other governmental or nonprofit entities and consistent with a Purchasing Entity’s laws and regulations. Any sale or transfer permitted by this subsection must be consistent with license rights granted for use of intellectual property.

Individual Customers.

Except to the extent modified by a Participating Addendum, each Purchasing Entity shall follow the terms and conditions of the Master Agreement and applicable Participating Addendum and will have the same rights and responsibilities for their purchases as the Lead State has in the Master Agreement, including but not limited to, any indemnity or right to recover any costs as such right is defined in the Master Agreement and applicable Participating Addendum for their purchases. Each Purchasing Entity will be responsible for its own charges, fees, and liabilities. The Contractor will apply the charges and invoice each Purchasing Entity individually.

Independent Contractor.

The Contractor is an independent contractor. Contractor shall have no authorization, express or implied, to bind the Lead State, Participating States, other Participating Entities, or Purchasing Entities to any agreements, settlements, liability or understanding whatsoever, and agrees not to hold itself out as an agent except as expressly set forth herein or as expressly agreed in any Participating Addendum.

Contracting Personnel.

Contractor must provide adequate contracting personnel to assist states with the completing and processing Participating Addenda. It is preferred that each Contractor be able to provide each Participating Entity with a primary contact person for that Participating Entity.

Changes in Contractor Representation.

The Contractor must notify the Lead State of changes in the Contractor’s key administrative personnel managing the Master Agreement in writing within 10 calendar days of the change. The Lead State reserves the right to approve changes in key personnel, as identified in the Contractor’s proposal. Such approval shall not be unreasonably withheld.

The Contractor agrees to propose replacement key personnel having substantially equal or better education, training, and experience as was possessed by the key person proposed and evaluated in the Contractor’s proposal.

Contractor Verification.

The Contractor is responsible for delivering products or performing services under the terms and conditions set forth in the Master Agreement. The Contractor must ensure partners utilized in the performance of this contract adhere to all the terms and conditions. The term Partner will be utilized in naming the relationship a Contractor has with another company to market and sell under the contract. Participating Entities will have final determination/approval if a Partner may be approved for that state in the role identified by the Contractor.

Contractor Performance Meeting.

An annual performance meeting may be held each year with the NASPO ValuePoint Sourcing Team. Historically performance meetings have been held in Minnesota, but the Lead State may hold the meetings in person or virtually at the Lead State’s discretion.

All contractors that are invited to participate must send their Primary Account Representative, unless an exception is granted in writing by the Lead State. It is possible that not all contractors will be invited to participate in a performance meeting.

DocuSign Envelope ID: 22C62BA3-AFF9-40A4-8FA3-F4D018802CC5 DocuSign Envelope ID: F019BE07-AEF0-4A14-B979-8BB85953FE52 h.

6. 7.

8. 9.

10. 11.

Page 13 of 47 ends

Laws and Regulations.

Any and all Products offered and furnished shall comply fully with all applicable Federal, State, and local laws and regulations, including Minn. Stat. § 181.59 prohibiting discrimination and business registration requirements of the Office of the Minnesota Secretary of State. To the extent any purchase is subject to Federal Acquisition Regulations, as may be required by the terms of a federal grant, a Participating Entity and Contractor may include in their Participating Addendum terms that reflect such a requirement.

Price and Rate Guarantee Period.

All minimum discounts and rates must be guaranteed for the initial term of the Master Agreement. Following the initial Master Agreement period, any request for minimum discount or rate adjustment must be for a guarantee period as offered by the Contractor, and must be made at least 30 days prior to the effective date. Requests for minimum discount or rate adjustment must include sufficient documentation supporting the request. Any adjustment or amendment to the Master Agreement shall not be effective unless approved by the Lead State. No retroactive adjustments to minimum discounts or rates will be allowed.

Premium Savings Package Program.

The Lead State reserves the right to create a Premium Savings Package Program (PSP) as outlined in the Definitions, Paragraph 2.ee of Exhibit A. Participation by Contractor is voluntary. The details and commitments of the PSP will be detailed as a part of any request for Contractor to participate.

Services.

Participating Entities must explicitly allow services in their Participating Addenda for the approved services to be allowed under that Participating Addendum. The Participating Addendum by each Participating Entity will address service agreement terms and related travel.

Ordering.

Master Agreement and purchase order numbers shall be clearly shown on all acknowledgments, packing slips, invoices, and on all correspondence.

Purchasing Entities may define entity or project-specific requirements and informally compete the requirement among companies having a Master Agreement on an “as needed” basis. This procedure may also be used when requirements are aggregated or other firm commitments may be made to achieve reductions in pricing. This procedure may be modified in Participating Addenda and adapted to the Purchasing Entity’s rules and policies. The Purchasing Entity may in its sole discretion determine which Master Agreement Contractors should be solicited for a quote. The Purchasing Entity may select the quote that it considers most advantageous, cost and other factors considered.

Each Purchasing Entity will identify and utilize its own appropriate purchasing procedure and documentation.

Contractor is expected to become familiar with the Purchasing Entities’ rules, policies, and procedures regarding the ordering of supplies or services contemplated by this Master Agreement.

Contractor shall not begin work without a valid Purchase Order or other appropriate commitment document under the law of the Purchasing Entity.

Orders may be placed consistent with the terms of this Master Agreement during the term of the Master Agreement.

All Orders pursuant to this Master Agreement, at a minimum, shall include:

The service description or supplies being delivered;
DocuSign Envelope ID: 22C62BA3-AFF9-40A4-8FA3-F4D018802CC5 DocuSign Envelope ID: F019BE07-AEF0-4A14-B979-8BB85953FE52

12. 13.

14. 15.

16. a.
b.

C.
d.
e.
f.

Page 14 of 47 ends

The place and requested time of delivery;
A billing address;
The name, phone number, and address of the Purchasing Entity representative; The price per hour or other pricing elements consistent with this Master Agreement and the contractor’s proposal;
A ceiling amount of the order for services being ordered; The Master Agreement identifier; and
Statement of Work, when applicable.

All communications concerning administration of Orders placed shall be furnished solely to the authorized purchasing agent within the Purchasing Entity’s purchasing office, or to such other individual identified in writing in the Order.

Orders must be placed pursuant to this Master Agreement prior to the termination date thereof, but may have a delivery date or performance period up to 120 days past the then-current termination date of this Master Agreement. Contractor is reminded that financial obligations of Purchasing Entities payable after the current applicable fiscal year are contingent upon agency funds for that purpose being appropriated, budgeted, and otherwise made available.

Notwithstanding the expiration, cancellation or termination of this Master Agreement, Contractor agrees to perform in accordance with the terms of any Orders then outstanding at the time of such expiration or termination.

Contractor shall not honor any Orders placed after the expiration, cancellation or termination of this Master Agreement, or otherwise inconsistent with its terms. Orders from any separate indefinite quantity, task orders, or other form of indefinite delivery order arrangement priced against this Master Agreement may not be placed after the expiration or termination of this Master Agreement, notwithstanding the term of any such indefinite delivery order agreement.

Trade-In.

Any trade-in programs offered during the life of the Master Agreement must be approved by the Lead State.

Participating Entities must explicitly allow trade-in programs in their Participating Addenda for the approved programs to be allowed under that Participating Addendum. Trade-in value shall not decrease the discounts offered through the Master Agreement.

Shipping and Delivery.

The prices are the delivered price to any Purchasing Entity for standard 3-5 day shipping. If an order is requested with expedited shipping, the Contractor must provide a firm “not to exceed” price for the expedited shipping on the quote. All deliveries shall be FOB Destination, freight pre-paid, with all transportation and handling charges paid by the Contractor. Responsibility and liability for loss or damage shall remain the Contractor’s until final inspection and acceptance when responsibility shall pass to the Purchasing Entity except as to latent defects, fraud and Contractor’s warranty obligations. Any order for less than the specified amount is to be shipped with the freight prepaid and added as a separate item on the invoice. Any portion of an Order to be shipped without transportation charges that is back ordered shall be shipped without charge.

DocuSign Envelope ID: 22C62BA3-AFF9-40A4-8FA3-F4D018802CC5 DocuSign Envelope ID: F019BE07-AEF0-4A14-B979-8BB85953FE52 g.
h.
i.

17. 18.
a.

2. 3.

4. 5.

6. 7.

Page 15 of 47 ends

Specific delivery instructions, including FOB Inside Delivery, will be noted on the order form or Purchase Order.

Any damage to the building interior, scratched walls, damage to the freight elevator, etc., will be the responsibility of the Contractor. If damage does occur, it is the responsibility of the Contractor to promptly notify the Purchasing Entity placing the Order.

All products must be delivered in the manufacturer’s standard package. Costs shall include all packing and crating charges. Cases shall be of durable construction, good condition, properly labeled and suitable in every respect for storage and handling of contents. Each shipment shall be marked with the Purchasing Entity’s Purchase Order number and other information sufficient for the Purchasing Entity to properly identify the shipment as outlined in the Participating Addendum of the Purchasing Entity.

Inspection and Acceptance.

Where the Master Agreement, a Participating Addendum, or an Order does not otherwise specify a process for inspection and Acceptance, this section governs. This section is not intended to limit rights and remedies under the applicable commercial code.

Acceptance. Purchasing Entity shall determine whether all Products and Services delivered meet the Contractor's published specifications. No payment shall be made for any Products or Services until the Purchasing Entity has accepted the Products or Services. The Purchasing Entity will make every effort to notify the Contractor within thirty (30) calendar days following delivery of non-acceptance of a Product or completion of Service. In the event that the Contractor has not been notified within 30 calendar days from delivery of Product or completion of Service, the Product and Services will be deemed accepted on the 31st day after delivery of Product or completion of Services. Failure to reject upon receipt, however, does not relieve the Contractor of liability for latent or hidden material defects. Acceptance of such goods may be revoked in accordance with the provisions of the applicable commercial code, and the Contractor is liable for any resulting expense incurred by the Purchasing Entity related to the preparation and shipping of Product rejected and returned, or for which Acceptance is revoked. The warranty period shall begin upon Acceptance. If the parties agree to acceptance testing, the terms of subsection (c), below, apply.

Acceptance Testing. The Purchasing Entity and the Contractor shall determine if Acceptance Testing is applicable and required for the purchase. “Acceptance Testing” means the process for ascertaining that the Product meets the standard of performance prior to Acceptance by the Purchasing Entity.

The Acceptance Testing period shall be thirty (30) calendar days starting from the day after the Product is delivered or, if installed, the day after the Product is installed and Contractor certifies that the Product is ready for Acceptance Testing. If the Product does not meet the standard of performance during the initial period of Acceptance Testing, Purchasing Entity may, at its discretion, continue Acceptance Testing on a day-to-day basis until the standard of performance is met. Upon rejection, the Contractor will have fifteen (15) calendar days to cure the standard of performance issue(s). If after the cure period, the Product still has not met the standard of performance, the Purchasing Entity may, at its option: (a) declare Contractor to be in breach and terminate the Order; (b) demand replacement Product from Contractor at no additional cost to Purchasing Entity; or, (c) continue the cure period for an additional time period agreed upon by the Purchasing Entity and the Contractor.

No Product shall be deemed Accepted and no charges shall be paid until the standard of performance is met. Products that do not meet specifications may be rejected. Failure to reject upon receipt, however, does not relieve the Contractor of liability for material (nonconformity that substantially impairs value) latent or hidden defects subsequently revealed when goods are put to use. Acceptance of such goods may be revoked in accordance with the provisions of the applicable commercial code, and the Contractor is liable for any resulting expense incurred by the Purchasing Entity related to the preparation and shipping of Product rejected and returned, or for which Acceptance is revoked. The warranty period shall begin upon Acceptance.

DocuSign Envelope ID: 22C62BA3-AFF9-40A4-8FA3-F4D018802CC5 DocuSign Envelope ID: F019BE07-AEF0-4A14-B979-8BB85953FE52 b.

C.
19 .
a.
b.

1. 2.

Page 16 of 47 ends

If any services do not conform to contract requirements, the Purchasing Entity may require the Contractor to perform the services again in conformity with contract requirements, at no increase in Order amount. When defects cannot be corrected by re-performance, the Purchasing Entity may require the Contractor to take necessary action to ensure that future performance conforms to contract requirements; and reduce the contract price to reflect the reduced value of services performed.

Title of Product.

Definitions. For purposes of this section, the following terms are defined as follows:
“Deliverables” means any reports, analyses, scripts, code, or other work results that Contractor delivers to Purchasing Entity within the framework of fulfilling Contractor’s obligations to Purchasing Entity. "Equipment” means Contractor-branded hardware products. “Proprietary Rights” means all patents, copyrights, trademarks, trade secrets, and other intellectual property rights of a party.

Upon Acceptance by the Purchasing Entity, Contractor shall convey to Purchasing Entity title to the Equipment free and clear of all liens, encumbrances, or other security interests. Purchasing Entity’s rights to use the software delivered by Contractor are governed by the terms of the applicable end-user license agreement. Unless different terms have been agreed between the parties, the terms posted on www.dell.com/eula (the “EULA”) shall apply.

Contractor’s EULA must be made available to Purchasing Entities for review prior to negotiating a Participating Addendum or the issuance of an Order and shall meet or exceed the terms set forth in this Master Agreement.

Unless expressly otherwise agreed, microcode, firmware or operating system software required to enable the Equipment with which it is shipped to perform its basic or enhanced functions, is licensed for use solely on such Equipment.

Contractor grants Purchasing Entity a non-exclusive, non-transferable, irrevocable license to use (without the right to sublicense) the Deliverables provided by Contractor for Purchasing Entity’s internal business and governmental purposes, only and solely in accordance with the applicable service specification and subject to this Master Agreement. The grant of this license is subject to Purchasing Entity’s compliance with the terms of this Master Agreement and Purchasing Entity’s payment of applicable amounts due. Such license shall be perpetual unless granted pursuant to the purchase of a subscription, in which case the license shall be for the term of the subscription. Purchasing Entity may authorize its service providers to use the Deliverables, but solely on Purchasing Entity’s behalf, solely for Purchasing Entity’s internal business or governmental purposes, and Purchasing Entity shall be responsible for service provider’s compliance with these restrictions. This section shall not affect a Purchasing Entity’s right to transfer ownership of a product, and transfer, if permitted by Contractor or its licensors, licenses associated with such product, to another individual or entity as part of the Purchasing Entity’s surplus program or sale of used products to employees or former employees.

Contractor reserves for itself all Proprietary Rights that it has not expressly granted to Purchasing Entity herein.

The license granted in this clause 20(c) does not apply to: (i) Equipment; (ii) Contractor-branded generally available software; or (ii) items licensed or otherwise provided under a separate agreement. Contractor is not limited in developing, using, or marketing services or products that are similar to the Deliverables or Professional Services provided hereunder, any service, specification, or, subject to Contractor’s confidentiality obligations to Purchasing Entity, in using the Deliverables or performing similar Professional Services for any other projects. Notwithstanding the previous, Contractor’s use of Deliverables created specifically for and paid for by a Purchasing Entity is subject to Purchasing Entity approval.

DocuSign Envelope ID: 22C62BA3-AFF9-40A4-8FA3-F4D018802CC5 DocuSign Envelope ID: F019BE07-AEF0-4A14-B979-8BB85953FE52 d.

20. a.
b.

C.
d.

1. 2.

Page 17 of 47 ends

Any and all licensing, maintenance, cloud services, or order specific agreements referenced within the terms and conditions of this Master Agreement are agreed to only to the extent that the terms do not conflict with the terms of the Participating Addendum or the terms of the Master Agreement as incorporated into the Participating Addendum, and to the extent the terms are not in conflict with the Participating Entity’s applicable laws. In the event of a conflict in the terms and conditions, the conflict shall be resolved as detailed in the Order of Precedence defined herein. Notwithstanding the foregoing, licensing, maintenance, cloud services agreements, or order specific agreements may be further negotiated by the Contractor or, if applicable, the Licensor, and the potential Purchasing Entity, provided the contractual documents are duly executed in writing.

If (i) Contractor is or becomes aware of any infringement claim made against a third-party branded product offered by Contractor through this Master Agreement, (ii) the third-party branded product is determined to infringe upon the intellectual property rights of another third party, and (iii) such infringement is not remedied by the third party so that the product is no longer infringing, Contractor shall immediately cease offering the product under this Master Agreement and notify the Lead State, NASPO, Participating Entities, and purchasers of the product.

Warranty.

The Contractor must ensure warranty service and maintenance for all equipment, including third party products provided. The Contractor must facilitate the Manufacturer or Publisher warranty and maintenance of third party products furnished through the Master Agreement. The Contractor shall provide the warranty service and maintenance for equipment and all peripherals on the Master Agreement.

System Failure or Damage.

In the event of system failure or damage caused by the Contractor or its Product, the Contractor shall use reasonable efforts to restore or assist in restoring the system to operational capacity. The Contractor shall be responsible under this provision to the extent a 'system' is defined at the time of the Order; otherwise the rights of the Purchasing Entity shall be governed by the Warranty.

Payment.

Payment after Acceptance is normally made within 30 days following the date the entire order is delivered or the date a correct invoice is received, whichever is later. After 45 days the Contractor may assess overdue account charges up to a maximum rate of one percent per month on the outstanding balance, unless a different late payment amount is specified in a Participating Addendum, Order, or otherwise prescribed by applicable law.

Payments will be remitted by mail or electronically. Payments may be made via a State or political subdivision “Purchasing Card” with no additional charge.

Prices are exclusive of taxes, duties, and fees, unless otherwise quoted. If a withholding tax is required by law, the tax will be added and identified on the applicable invoice. All applicable taxes, duties, and fees must be identified on the quote.

Leasing or Alternative Financing Methods.

Lease purchase and term leases are allowable only for Purchasing Entities whose rules and regulations permit leasing of software. Individual Purchasing Entities may enter into a lease agreement for the products covered in this Master Agreement, if they have the legal authority to enter into these types of agreements without going through a competitive process and if the applicable PAs permit leasing. No lease agreements will be reviewed or evaluated as part of the RFP evaluation process.

Contract Provisions for Orders Utilizing Federal Funds.

Pursuant to Appendix II to 2 Code of Federal Regulations (CFR) Part 200, Contract Provisions for Non-Federal Entity Contracts Under Federal Awards, Orders funded with federal funds may have additional contractual requirements or certifications that must be satisfied at the time the Order is placed or upon delivery. These federal requirements may be DocuSign Envelope ID: 22C62BA3-AFF9-40A4-8FA3-F4D018802CC5 DocuSign Envelope ID: F019BE07-AEF0-4A14-B979-8BB85953FE52 e.
f.

21. 22.

23. 24.

25.

Page 18 of 47 ends

proposed by Participating Entities in Participating Addenda and Purchasing Entities for incorporation in Orders placed under this Master Agreement.

Self Audit.

The Contractor must conduct at a minimum a quarterly self-audit, unless approved by the Lead State. The audit will sample a minimum of one tenth of one percent (.001) of orders with a maximum of 100 audits per quarter conducted.

For example: Up to 1,000 sales = 1 audit; 10,000 sales = 10 audits; Up to 100,000 sales = 100 audits. This will be a random sample of orders and invoices and must include documentation of pricing. Summary findings must be reported to Lead State with actions to correct documented findings.

Assignment/Subcontracts.

Contractor shall not assign, sell or otherwise transfer all or any part of this Master Agreement without prior written consent from the Lead State, such consent not to be unreasonably withheld.

The Lead State, or Participating Entity, shall not assign, delegate or otherwise transfer all or any part of this Master Agreement without prior written consent from Contractor, except for assignment or delegation to a Participating Entity State agency or eligible Purchasing Entity. The Lead State reserves the right to assign any rights or duties, including written assignment of contract administration duties to NASPO ValuePoint and other third parties.

Insurance.

Contractor shall, during the term of this Master Agreement, maintain in full force and effect, the insurance described in this section. Contractor shall acquire such insurance from an insurance carrier or carriers legally authorized to conduct business in the Lead State and in each Participating Entity’s state and having a rating of A-, Class VII or better, in the most recently published edition of A.M. Best’s Insurance Reports. Failure to buy and maintain the required insurance may result in this Master Agreement’s termination or, at a Participating Entity’s option, result in termination of its Participating Addendum.

Coverage shall be written on an occurrence basis. The minimum acceptable limits shall be as indicated below:

Commercial General Liability covering premises operations, independent contractors, products and completed operations, blanket contractual liability, personal injury (including death), advertising liability, and property damage, with a limit of not less than $1 million per occurrence/$2 million general aggregate; Contractor must comply with any applicable State Workers Compensation or Employers Liability Insurance requirements.

Contractor shall pay premiums on all insurance policies. Contractor will use reasonable efforts to give thirty (30) days prior written notice to State prior to cancellation or non-renewal of any of the policies providing such coverage; provided, however that Contractor shall not be obligated to provide such notice if, concurrently with such cancellation or non-renewal, Contractor obtains coverage from different insurer(s) meeting the requirements described herein.

Prior to commencement of performance, Contractor shall provide to the Participating Entity a certificate of insurance showing the Contractor’s general liability insurance policy or other documentary evidence acceptable to the Lead State that (1) names the Participating Entity as an additional insured, (2) provides that written notice of cancellation shall be delivered in accordance with the policy provisions, and (3) provides that the Contractor’s liability insurance policy shall be primary, with any liability insurance of any Participating Entity as secondary and noncontributory. Unless otherwise agreed in any Participating Addendum, other state Participating Entities’ rights DocuSign Envelope ID: 22C62BA3-AFF9-40A4-8FA3-F4D018802CC5 DocuSign Envelope ID: F019BE07-AEF0-4A14-B979-8BB85953FE52

26. 27.
a.
b.

28. a.
b.

1. 2.

C.
d.

Page 19 of 47 ends

and Contractor’s obligations are the same as those specified in the first sentence of this subsection except the endorsement is provided to the applicable state.

During the term of this Master Agreement, Contractor shall upon request provide to the Lead State and Participating Entities evidence of coverage that meets the requirements of this Section and the applicable Participating Addendum. Failure to provide evidence of coverage, within thirty (30) calendar days of receipt of request may, at the sole option of the Lead State, or any Participating Entity, result in this Master Agreement’s termination or the termination of any Participating Addendum.

Coverage and limits shall not limit Contractor’s liability and obligations under this Master Agreement, any Participating Addendum, or any Purchase Order.

Administrative Fees.

The Contractor shall pay to NASPO ValuePoint, or its assignee, a NASPO ValuePoint Administrative Fee of onequarter of one percent (0.25% or 0.0025) no later than sixty (60) days following the end of each calendar quarter.

The NASPO ValuePoint Administrative Fee shall be submitted quarterly and is based on all sales of products and services under the Master Agreement (less any charges for taxes or shipping). The NASPO ValuePoint Administrative Fee is not negotiable.

The NASPO ValuePoint Administrative Fee in this section shall be based on the gross amount of all sales (less any charges for taxes or shipping) at the adjusted prices (if any) in Participating Addenda.

Additionally, some states may require an additional fee be paid directly to the state only on purchases made by Purchasing Entities within that state. For all such requests, the fee level, payment method and schedule for such reports and payments will be incorporated into the Participating Addendum that is made a part of the Master Agreement. The Purchasing Entity may allow the Contractor to adjust the Master Agreement pricing to account for these additional fees for purchases made by Purchasing Entities within the jurisdiction of the Participating Entity. All such agreements shall not affect the NASPO ValuePoint Administrative Fee percentage or the prices paid by the Purchasing Entities outside the jurisdiction of the state requesting the additional fee.

NASPO ValuePoint Reports
Sales Data Reporting. In accordance with this section, Contractor shall report to NASPO ValuePoint all Orders under this Master Agreement for which Contractor has invoiced the ordering entity or individual, including Orders invoiced to Participating Entity or Purchasing Entity employees for personal use if such use is permitted by this Master Agreement and the applicable Participating Addendum (“Sales Data”). Timely and complete reporting of Sales Data is a material requirement of this Master Agreement. Reporting requirements, including those related to the format, contents, frequency, or delivery of reports, may be updated by NASPO ValuePoint with reasonable notice to Contractor and without amendment to this Master Agreement. NASPO ValuePoint shall have exclusive ownership of any media on which reports are submitted and shall have a perpetual, irrevocable, non-exclusive, royalty free, and transferable right to display, modify, copy, and otherwise use reports, data, and information provided under this section.

Summary Sales Data. “Summary Sales Data” is Sales Data reported as cumulative totals by state. Contractor shall, using the reporting tool or template provided by NASPO ValuePoint, report Summary Sales Data to NASPO ValuePoint for each calendar quarter no later than thirty (30) days following the end of the quarter. If Contractor has no reportable Sales Data for the quarter, Contractor shall submit a zero-sales report.

Detailed Sales Data. “Detailed Sales Data” is Sales Data that includes for each Order all information required by the Solicitation or by NASPO ValuePoint, including customer information, Order information, and line-item details.

DocuSign Envelope ID: 22C62BA3-AFF9-40A4-8FA3-F4D018802CC5 DocuSign Envelope ID: F019BE07-AEF0-4A14-B979-8BB85953FE52 e.
f.

29. a.
b.

30. a.
b.

Page 20 of 47 ends

Contractor shall, using the reporting tool or template provided by NASPO ValuePoint, report Detailed Sales Data to NASPO ValuePoint for each calendar quarter no later than thirty (30) days following the end of the quarter. Detailed Sales Data shall be reported in the format provided in the Solicitation or provided by NASPO ValuePoint. The total sales volume of reported Detailed Sales Data shall be consistent with the total sales volume of reported Summary Sales Data.

Sales Data Crosswalks. Reserved.

Executive Summary. Contractor shall, upon request by NASPO ValuePoint, provide NASPO ValuePoint with an executive summary that includes but is not limited to a list of states with an active Participating Addendum, states with which Contractor is in negotiations, and any Participating Addendum roll-out or implementation activities and issues. NASPO ValuePoint and Contractor will determine the format and content of the executive summary.

NASPO ValuePoint Cooperative Program Marketing, Training, and Performance Review.

Contractor agrees to work cooperatively with NASPO ValuePoint personnel. Contractor agrees to present plans to NASPO ValuePoint for the education of Contractor’s contract administrator(s) and sales/marketing workforce regarding the Master Agreement contract, including the competitive nature of NASPO ValuePoint procurements, the Master agreement and participating addendum process, and the manner in which qualifying entities can participate in the Master Agreement.

Contractor agrees, as Participating Addendums become executed, if requested by ValuePoint personnel to provide plans to launch the program within the Participating Entity. Plans will include time frames to launch the agreement and confirmation that the Contractor’s website has been updated to properly reflect the contract offer as available in the Participating Entity.

Contractor agrees, absent anything to the contrary outlined in a Participating Addendum, to consider customer proposed terms and conditions, as deemed important to the customer, for possible inclusion into the customer agreement. Contractor will ensure that their sales force is aware of this contracting option.

Contractor agrees to participate in an annual contract performance review at a location selected by the Lead State and NASPO ValuePoint, which may include a discussion of marketing action plans, target strategies, marketing materials, as well as Contractor reporting and timeliness of payment of administration fees.

Contractor acknowledges that the NASPO ValuePoint logos may not be used by Contractor in sales and marketing until a logo use agreement is executed with NASPO ValuePoint.

The Lead State expects to evaluate the utilization of the Master Agreement at the annual performance review.

Lead State may, in its discretion, cancel the Master Agreement pursuant to Paragraph 42 of Exhibit A, or not exercise an option to renew, when Contractor utilization does not warrant further administration of the Master Agreement.

The Lead State may exercise its right to not renew the Master Agreement if contractor fails to record or report revenue for three consecutive quarters, upon 60-calendar day written notice to the Contractor. Cancellation based on nonuse or under-utilization will not occur sooner than two years after award of the Master Agreement. This subsection does not limit the discretionary right of either the Lead State or Contractor to cancel the Master Agreement pursuant to Paragraph 42 of Exhibit A or to terminate for default pursuant to Paragraph 44 of Exhibit A.

Contractor agrees to notify the Lead State and NASPO ValuePoint of any contractual most-favored-customer provisions in any Cooperative Purchasing Agreements that may affect the promotion of this Master Agreements or whose terms provide for adjustments to future rates or pricing based on rates, pricing in, or Orders from this master agreement. Upon request of the Lead State or NASPO ValuePoint, Contractor shall provide a copy of any such provisions. For the purposes of this paragraph, Cooperative Purchasing Agreement shall mean a cooperative DocuSign Envelope ID: 22C62BA3-AFF9-40A4-8FA3-F4D018802CC5 DocuSign Envelope ID: F019BE07-AEF0-4A14-B979-8BB85953FE52 d.
e.

31. a.
b.

C.
d.
e.
f.
g.

Page 21 of 47 ends

purchasing program facilitating public procurement solicitations and agreements using a lead agency model. This does not include contracts with any federal agency or any federal contract.

Right to Publish.

Throughout the duration of this Master Agreement, Contractor must secure from the Lead State prior approval for the public release of information that pertains to the potential work or activities covered by the Master Agreement. This limitation does not preclude publication about the award of the Master Agreement or marketing activities consistent with any proposed and accepted marketing plan. The Contractor shall not make any representations of NASPO ValuePoint’s opinion or position as to the quality or effectiveness of the services that are the subject of this Master Agreement without prior written consent. Failure to adhere to this requirement may result in termination of the Master Agreement for cause.

Records Administration and Audit.

The Contractor shall maintain books, records, documents, and other evidence pertaining to this Master Agreement and Orders placed by Purchasing Entities under it to the extent and in such detail as shall adequately reflect performance and administration of payments and fees. Contractor shall permit the Lead State, a Participating Entity, a Purchasing Entity, the federal government (including its grant awarding entities and the U.S. Comptroller General), and any other duly authorized agent of a governmental agency, to audit, inspect, examine, copy and transcribe Contractor's books, documents, papers and records directly pertinent to this Master Agreement or orders placed by a Purchasing Entity under it for the purpose of making audits, examinations, excerpts, and transcriptions.

This right shall survive for a period of six (6) years following termination of this Agreement or final payment for any order placed by a Purchasing Entity against this Agreement, whichever is later, or such longer period as is required by the Purchasing Entity’s state statutes, to assure compliance with the terms hereof or to evaluate performance hereunder.

Without limiting any other remedy available to any governmental entity, the Contractor shall reimburse the applicable Lead State, Participating Entity, or Purchasing Entity for any overpayments inconsistent with the terms of the Master Agreement or Orders or underpayment of fees found as a result of the examination of the Contractor’s records.

The rights and obligations herein exist in addition to any quality assurance obligation in the Master Agreement requiring the Contractor to self-audit contract obligations and that permits the Lead State to review compliance with those obligations.

Indemnification
General Indemnity. Contractor shall indemnify, defend (to the extent permitted by a state’s Attorney General), and hold harmless an Indemnified Party from any claims or causes of action, including attorney’s fees, to the extent arising from Contractor’s intentional, willful, or negligent acts or omissions; actions that give rise to strict liability; and actions arising from breach of contract or warranty. “Indemnified Party” means NASPO, NASPO ValuePoint, the Lead State, Participating Entities, and Purchasing Entities, along with their officers and employees.

The indemnification obligations of this section do not apply in the event the claim or cause of action is the result of the Indemnified Party’s sole negligence. This clause will not be construed to bar any legal remedies the Contractor may have for the Indemnified Party’s failure to fulfill its obligation under this Contract.

Intellectual Property Indemnification.

DocuSign Envelope ID: 22C62BA3-AFF9-40A4-8FA3-F4D018802CC5 DocuSign Envelope ID: F019BE07-AEF0-4A14-B979-8BB85953FE52

32. 33.
a.
b.

34. a.
b.

Page 22 of 47 ends

In the event of any such claim by any third party against the Indemnified Party that Products, Software, Services or Deliverables prepared, produced, or branded by Contractor and delivered pursuant to this Master Agreement infringe or misappropriate that third party's U.S. patent, copyright, trade secret, or other intellectual property rights ("Indemnified Claims"), the Indemnified Party shall promptly notify the Contractor. The Contractor, at its own expense, shall indemnify, defend to the extent permitted by the Indemnified Party’s laws, and hold harmless the Indemnified Party against any loss, cost, expense, or liability (including legal fees) arising out of such a claim, whether or not such claim is successful against the Indemnified Party.

If Contractor receives prompt notice of such a claim that in the Contractor's opinion is likely to result in an adverse ruling, the Contractor shall at its option (1) obtain a right for the Indemnified Party to continue using such Products, Deliverables, or Software or allow Contractor to continue performing the Services; (2) modify such Products, Software, Services, or Deliverables to make them non-infringing without materially affecting their utility or functionality; (3) replace such Products, Software, Services, or Deliverables with a non-infringing equivalent; or (4) refund any pre-paid fees for the allegedly infringing Services that have not been performed or provide a reasonable depreciated or pro rata refund for the allegedly infringing Product, Deliverables, or Software.

Notwithstanding the foregoing, Contractor shall have no obligation under this Section for any claim resulting or arising from (1) modifications of the Products, Software, Services, or Deliverables that were not performed by, on behalf of, or at the direction of Contractor; (2) the combination, operation, or use of the Products, Software, Services, or Deliverables in connection with a third-party product, software or service (the combination of which causes the claimed infringement); or (3) Contractor's compliance with Indemnified Party’s written specifications or directions, including the incorporation of any software or other materials or processes provided by or requested by Indemnified Party. Contractor's duty to indemnify and defend under this Section is contingent upon: (a) Contractor receiving prompt written notice of the third-party claim or action for which Contractor must indemnify Indemnified Party, (b) Contractor having the right to solely control the defense and resolution of such claim or action, unless the Indemnified Party’s law requires approval for a third party to defend the Indemnified Party and such approval is not received, and (c) Indemnified Party’s cooperation with Contractor in defending and resolving such claim or action. This Section states Indemnified Party’s exclusive remedies for any third-party intellectual property claim or action and nothing in this Master Agreement or elsewhere will obligate Contractor to provide any greater indemnity to Indemnified Party.

Limitations of Liability
The Parties agree that neither Contractor nor the indemnified party shall be liable to each other, regardless of the form of action, for consequential, incidental, indirect, or special damages except any claim related to bodily injury or death; an unauthorized release or breach of not public data as set forth more fully in Minn. Ch. 13; or a claim or demand based on patent, copyright, or other intellectual property infringement.

Contractor’s liability is limited to 2 times the amount paid by Purchasing Entity to Contractor during the 12 months preceding the date of the dispute concerning any products and services, or $5,000,000, whichever is greater. This limit on liability does not apply to claims for bodily injury or death or for intellectual property infringement.

Contractor’s obligations under this section shall not extend to any combination of the Product with any other product, system or method, unless the Product, system or method is:
provided by the Contractor or the Contractor’s subsidiaries or affiliates; specified by the Contractor to work with the Product; or DocuSign Envelope ID: 22C62BA3-AFF9-40A4-8FA3-F4D018802CC5 DocuSign Envelope ID: F019BE07-AEF0-4A14-B979-8BB85953FE52 35 .
a.
b.

1. 2.

3. 1.

Page 23 of 47 ends

reasonably required, in order to use the Product in its intended manner, and the infringement could not have been avoided by substituting another reasonably available product, system or method capable of performing the same function; or
It would be reasonably expected to use the Product in combination with such product, system or method.

License of Pre-Existing Intellectual Property.

Intentionally deleted.

Assignment of Antitrust Rights.

Contractor irrevocably assigns to a Participating Entity who is a state any claim for relief or cause of action which the Contractor now has or which may accrue to the Contractor in the future by reason of any violation of state or federal antitrust laws (15 U.S.C. § 1-15 or a Participating Entity’s state antitrust provisions), as now in effect and as may be amended from time to time, in connection with any goods or services provided in that state for the purpose of carrying out the Contractor's obligations under this Master Agreement or Participating Addendum, including, at the Participating Entity's option, the right to control any such litigation on such claim for relief or cause of action.

Debarment.

The Contractor certifies that neither it nor its principals are presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in this transaction (contract) by any governmental department or agency. This certification represents a recurring certification made at the time any Order is placed under this Master Agreement. If the Contractor cannot certify this statement, attach a written explanation for review by the Lead State.

Governing Law and Venue.

The construction and effect of the Master Agreement after award shall be governed by the law of the state serving as Lead State. The construction and effect of any Participating Addendum or Order against the Master Agreement shall be governed by and construed in accordance with the laws of the Participating Entity’s or Purchasing Entity’s State.

Venue for any claim, dispute or action concerning the terms of the Master Agreement shall be in the state serving as Lead State. Venue for any claim, dispute, or action concerning any Order placed against the Master Agreement or the effect of a Participating Addendum shall be in the Purchasing Entity’s State.

If a claim is brought in a federal forum, then it must be brought and adjudicated solely and exclusively within the United States District Court for (in decreasing order of priority): the Lead State for claims relating to contract performance or administration if the Lead State is a party; a Participating State if a named party; the state where the Participating Entity or Purchasing Entity is located if either is a named party.

Confidentiality, Non-Disclosure, and Injunctive Relief.

Confidentiality. Contractor acknowledges that it and its employees or agents may, in the course of providing a Product under this Master Agreement, be exposed to or acquire information that is confidential to Purchasing Entity or Purchasing Entity’s clients.

Any and all information of any form that is marked as confidential by one party (the “originating party”) and is or would by its nature be deemed confidential obtained by the other party or its employees or agents (the “receiving party”) in the performance of this Master Agreement, including, but not necessarily limited to (1) any Purchasing Entity’s records, (2) personnel records, and (3) information concerning individuals, is confidential information of the originating party (“Confidential Information”).

DocuSign Envelope ID: 22C62BA3-AFF9-40A4-8FA3-F4D018802CC5 DocuSign Envelope ID: F019BE07-AEF0-4A14-B979-8BB85953FE52

3. 4.

36. 37.

38. 39.
a.
b.

40. a.

Page 24 of 47 ends

Any reports or other documents or items (including software) that result from the use of the Confidential Information by the receiving party shall be treated in the same manner as the Confidential Information.

Confidential Information does not include information that (1) is or becomes (other than by disclosure by the receiving party) publicly known; (2) is furnished by the originating party to others without restrictions similar to those imposed by this Master Agreement; (3) is rightfully in the receiving party’s possession without the obligation of nondisclosure prior to the time of its disclosure under this Master Agreement; (4) is obtained from a source other than the originating party without the obligation of confidentiality, (5) is disclosed with the written consent of the originating party or; (6) is independently developed by employees, agents or subcontractors of the receiving party who can be shown to have had no access to the Confidential Information.

Non-Disclosure. The receiving party shall hold Confidential Information in confidence, using at least the industry standard of confidentiality, and shall not copy, reproduce, sell, assign, license, market, transfer or otherwise dispose of, give, or disclose Confidential Information to third parties or use Confidential Information for any purposes whatsoever other than what is necessary to the performance of Orders placed under this Master Agreement.

Each party shall advise each of its employees and agents of their obligations to keep Confidential Information confidential. Contractor shall use commercially reasonable efforts to assist Purchasing Entity in identifying and preventing any unauthorized use or disclosure of any Confidential Information.

Without limiting the generality of the foregoing, the receiving party shall advise the originating party, and the applicable Participating Entity, and the Lead State if the originating party is a Purchasing Entity, and the Lead State if the originating party is a Participating Entity, immediately if the receiving party learns or has reason to believe that any person who has had access to Confidential Information has violated or intends to violate the terms of this Master Agreement, and the receiving party shall at its expense cooperate with advise the originating party in seeking injunctive or other equitable relief in the name of either party against any such person.

Except as directed by the originating party, the receiving party will not at any time during or after the term of this Master Agreement disclose, directly or indirectly, any Confidential Information to any person, except in accordance with this Master Agreement, and that upon termination of this Master Agreement or at the originating party’s request, the receiving party shall turn over to the originating party all documents, papers, and other matter in the receiving party’s possession that embody Confidential Information.

Notwithstanding the foregoing, Contractor may keep one copy of such Confidential Information necessary for quality assurance, audits and evidence of the performance of this Master Agreement, and Purchasing Entity may retain Confidential Information to the extent and for the duration required by applicable law.

Injunctive Relief. Each party acknowledges that the other party’s breach of this section, including disclosure of any Confidential Information, will cause irreparable injury to originating party that is inadequately compensable in damages. Accordingly, the originating party may seek and obtain injunctive relief against the breach or threatened breach of the foregoing undertakings, in addition to any other legal remedies that may be available. Contractor acknowledges and agrees that the covenants contained herein are necessary for the protection of the legitimate business interests of Purchasing Entity and are reasonable in scope and content.

Purchasing Entity Law. These provisions shall be applicable only to extent they are not in conflict with the applicable public disclosure laws of any Purchasing Entity.

The rights granted Purchasing Entities and Contractor obligations under this section shall also extend to the cooperative’s Confidential Information, defined to include Participating Addenda, as well as Orders or transaction data relating to Orders under this Master Agreement that identify the entity/customer, Order dates, line item DocuSign Envelope ID: 22C62BA3-AFF9-40A4-8FA3-F4D018802CC5 DocuSign Envelope ID: F019BE07-AEF0-4A14-B979-8BB85953FE52

2. 3.
b.

1. 2.

3. 4.

C.
d.
e.

Page 25 of 47 ends

descriptions and volumes, and prices/rates. This provision does not apply to disclosure to the Lead State, a Participating State, or any governmental entity exercising an audit, inspection, or examination pursuant to Paragraph 33 of Exhibit A. To the extent permitted by law, Contractor shall notify the Lead State of the identity of any entity seeking access to the Confidential Information described in this subsection.

Public Information.

This Master Agreement and all related documents are subject to disclosure pursuant to the Lead State’s public information laws.

Cancellation.

Unless otherwise set forth in this Master Agreement, this Master Agreement may be canceled by either party upon 60 days written notice prior to the effective date of the cancellation. Further, any Participating Entity may cancel its participation upon 30 days written notice, unless otherwise stated in the Participating Addendum. Cancellation may be in whole or in part. Any cancellation under this provision shall not affect the rights and obligations attending orders outstanding at the time of cancellation, including any right of a Purchasing Entity to indemnification by the Contractor, rights of payment for Products delivered and accepted, rights attending any warranty or default in performance in association with any Order, and requirements for records administration and audit. Cancellation of the Master Agreement due to Contractor default may be immediate as set forth in Paragraph 44 of Exhibit A.

Force Majeure.

Neither party to this Master Agreement shall be held responsible for delay or default caused by fire, riot, unusually severe weather, other acts of God, or war which are beyond that party’s reasonable control. The Lead State may terminate this Master Agreement after determining such delay or default will reasonably prevent successful performance of the Master Agreement.

Defaults and Remedies.

The occurrence of any of the following events shall be an event of default under this Master Agreement:

Nonperformance of contractual requirements; or
A material breach of this Master Agreement; or
Any certification, representation or warranty by Contractor in response to the RFP or in this Master Agreement that proves to be untrue or materially misleading; or Institution of proceedings under any bankruptcy, insolvency, court-ordered reorganization or similar law, by or against Contractor, or the appointment of a receiver or similar officer for Contractor or any of its property, which is not vacated or fully stayed within thirty (30) calendar days after the institution or occurrence thereof; or
Any default specified in another section of this Master Agreement.

Upon the occurrence of an event of default, except for material breach, the Lead State shall issue a written notice of default, identifying the nature of the default, and providing a period of 30 calendar days in which Contractor shall have an opportunity to cure the default. The Lead State shall not be required to provide advance written notice or a cure period and may immediately terminate this Master Agreement in whole or in part if the Lead State, in its sole discretion, determines that it is reasonably necessary to preserve public safety or prevent immediate public crisis. Time allowed for cure shall not diminish or eliminate Contractor’s liability for damages, including liquidated damages to the extent provided for under this Master Agreement. The Lead State may immediately terminate this Master Agreement upon material breach of the Master Agreement by Contractor.

DocuSign Envelope ID: 22C62BA3-AFF9-40A4-8FA3-F4D018802CC5 DocuSign Envelope ID: F019BE07-AEF0-4A14-B979-8BB85953FE52

41. 42.

43. 44.
a.
b.

1. 2.

3. 4.

Page 26 of 47 ends

If Contractor is afforded an opportunity to cure and fails to cure the default within the period specified in the written notice of default, Contractor shall be in breach of its obligations under this Master Agreement and the Lead State shall have the right to exercise any or all of the following remedies:

Exercise any remedy provided by law; and
Terminate this Master Agreement and any related contracts or portions thereof; and Impose liquidated damages as provided in this Master Agreement; and Suspend Contractor from being able to respond to future bid solicitations; and Suspend Contractor’s performance; and
Withhold payment until the default is remedied.

Unless otherwise specified in the Participating Addendum, in the event of a default under a Participating Addendum, a Participating Entity shall provide a written notice of default as described in this section and shall have all of the rights and remedies under this paragraph regarding its participation in the Master Agreement, in addition to those set forth in its Participating Addendum. Unless otherwise specified in a Purchase Order, a Purchasing Entity shall provide written notice of default as described in this section and have all of the rights and remedies under this paragraph and any applicable Participating Addendum with respect to an Order placed by the Purchasing Entity.

Nothing in these Master Agreement Terms and Conditions shall be construed to limit the rights and remedies available to a Purchasing Entity under the applicable commercial code.

Waiver of Breach.

Failure of the Lead State, Participating Entity, or Purchasing Entity to declare a default or enforce any rights and remedies shall not operate as a waiver under this Master Agreement or Participating Addendum. Any waiver by the Lead State, Participating Entity, or Purchasing Entity must be in writing. Waiver by the Lead State or Participating Entity of any default, right or remedy under this Master Agreement or Participating Addendum, or by Purchasing Entity with respect to any Purchase Order, or breach of any terms or requirements of this Master Agreement, a Participating Addendum, or Purchase Order shall not be construed or operate as a waiver of any subsequent default or breach of such term or requirement, or of any other term or requirement under this Master Agreement, Participating Addendum, or Purchase Order.

Notices.

If one party is required to give notice to the other under the Master Agreement, such notice shall be in writing and shall be effective upon receipt. Delivery may be by certified United States mail or by hand, in which case a signed receipt shall be obtained. A facsimile or electronic transmission shall constitute sufficient notice, provided the receipt of the transmission is confirmed by the receiving party. Either party must notify the other of a change in address for notification purposes. All notices to the Lead State shall be addressed as follows:

Elizabeth Randa, Acquisition Management Specialist
112 Administration Bldg.
50 Sherburne Avenue
St. Paul, MN 55155
[email protected]
No Waiver of Sovereign Immunity.

In no event shall this Master Agreement, any Participating Addendum or any contract or any Purchase Order issued thereunder, or any act of the Lead State, a Participating Entity, or a Purchasing Entity be a waiver of any form of defense DocuSign Envelope ID: 22C62BA3-AFF9-40A4-8FA3-F4D018802CC5 DocuSign Envelope ID: F019BE07-AEF0-4A14-B979-8BB85953FE52 C.
d.

45. 46.

47. 1.

2. 3.

4. 5.

Page 27 of 47 ends

or immunity, whether sovereign immunity, governmental immunity, immunity based on the Eleventh Amendment to the Constitution of the United States or otherwise, from any claim or from the jurisdiction of any court.

This section applies to a claim brought against the Participating Entities who are states only to the extent Congress has appropriately abrogated the state’s sovereign immunity and is not consent by the state to be sued in federal court. This section is also not a waiver by the state of any form of immunity, including but not limited to sovereign immunity and immunity based on the Eleventh Amendment to the Constitution of the United States.

DocuSign Envelope ID: 22C62BA3-AFF9-40A4-8FA3-F4D018802CC5 DocuSign Envelope ID: F019BE07-AEF0-4A14-B979-8BB85953FE52

Page 28 of 47 ends

Exhibit B: Minnesota Terms and Conditions
Change Requests.

The Lead State reserves the right to request, during the term of the Master Agreement, changes to the products offered within the Band(s). Products introduced during the term of the Master Agreement shall go through a formal review process. The process for updating the products offered within a Band is outlined in Paragraph 2 of Exhibit B. The Contractor shall evaluate and recommend products for which agencies have an expressed need. The Lead State shall require the Contractor to provide a summary of its research of those products being recommended for inclusion in the Master Agreement as well as defining how adding the product will enhance the Master Agreement. The Lead State may request that products, other than those recommended, are added to the Master Agreement.

In the event that the Lead State desires to add new products and services that are not included in the original Master Agreement, the Lead State requires that independent manufacturers and resellers cooperate with the already established Contractor in order to meet the Lead State’s requirements. Evidence of the need to add products or services should be demonstrated to the Lead State. The Master Agreement shall be modified via supplement or amendment. The Lead State will negotiate the inclusion of the products and services with the Contractor. No products or services will be added to the Master Agreement without the Lead State’s prior approval.

Product and Service Schedule (PSS).

Creating the Product and Service Schedule (PSS). Contractor will use the attached sample PSS to create and maintain a complete listing of all products and services offered under the Master Agreement. The PSS must conform to the contracted minimum discounts. Contractor may create and maintain a separate PSS for a Participating Entity based on the requirements and restrictions of the Participating Entity.

Contractors are encouraged to provide remote learning bundles for K-12 Education. These bundles can be included in the response to the PSS.

Maintaining the PSS.

In General. Throughout the term of the Master Agreement, on a quarterly basis, Contractor may update the PSS to make model changes, add new products or services, or remove obsolete or discontinued products or services. Any updates to the PSS must conform to the Master Agreement requirements, including the scope of the Master Agreement and contracted minimum discounts.

Process. Contractor must provide notification to the Lead State of any changes to their PSS using the attached Action Request Form (ARF).
a) The Lead State does not need to approve Contractor’s request to make model changes, add their own manufactured products, or remove discontinued or obsolete products or services, and Contractor does not need the Lead State’s approval prior to posting an updated PSS. b) The Lead State must approve Contractor’s request to add new third party manufacturers to Contractor’s PSS. If the proposed third-party manufacturer holds a NASPO Master Agreement for Computer Equipment, Contractor must obtain written authorization from that manufacturer. Contractor must have the Lead State’s approval prior to posting the updated PSS.
c) Contractor must maintain a historic record of all past PSSs on their dedicated NASPO ValuePoint website.

DocuSign Envelope ID: 22C62BA3-AFF9-40A4-8FA3-F4D018802CC5 DocuSign Envelope ID: F019BE07-AEF0-4A14-B979-8BB85953FE52

1. 2.
a.
b.

1. 2.

Page 29 of 47 ends

d) Pursuant to the audit provisions of the Master Agreement, upon the request of NASPO ValuePoint, the Lead State, or a Participating Entity, Contractor must provide an historic version of any Baseline Price List.

Purchase Orders.

There will be no minimum order requirements or charges to process an individual purchase order. The Participating Addendum number and the PO number must appear on all documents (e.g., invoices, packing slips, etc.). The Ordering Entity’s purchase order constitutes a binding contract.

Risk of Loss or Damage.

The Purchasing Entity is relieved of all risks of loss or damage to the goods or equipment during periods of transportation, and installation by the Contractor and in the possession of the Contractor or their authorized agent.

Payment Card Industry Data Security Standard and Cardholder Information Security.

Contractor assures all of its Network Components, Applications, Servers, and Subcontractors (if any) comply with the Payment Card Industry Data Security Standard (“PCIDSS”). “Network Components” shall include, but are not limited to, Contractor’s firewalls, switches, routers, wireless access points, network appliances, and other security appliances; “Applications” shall include, but are not limited to, all purchased and custom external (web) applications. “Servers” shall include, but are not limited to, all of Contractor’s web, database, authentication, DNS, mail, proxy, and NTP servers. “Cardholder Data” shall mean any personally identifiable data associated with a cardholder, including, by way of example and without limitation, a cardholder’s account number, expiration date, name, address, social security number, or telephone number.

Subcontractors (if any) must be responsible for the security of all Cardholder Data in its possession; and will only use Cardholder Data for assisting cardholders in completing a transaction, providing fraud control services, or for other uses specifically required by law. Contractor must have a business continuity program which conforms to PCIDSS to protect Cardholder Data in the event of a major disruption in its operations or in the event of any other disaster or system failure which may occur to operations; will continue to safeguard Cardholder Data in the event this Agreement terminates or expires; and ensure that a representative or agent of the payment card industry and a representative or agent of the Purchasing Entity shall be provided with full cooperation and access to conduct a thorough security review of Contractor’s operations, systems, records, procedures, rules, and practices in the event of a security intrusion in order to validate compliance with PCIDSS.

Foreign Outsourcing of Work.

Upon request, the Contractor is required to provide information regarding the location of where services, data storage, and location of data processing under the Master Agreement will be performed.

State Audits (Minn. Stat. § 16C.05, subd. 5).

The books, records, documents, and accounting procedures and practices of the Contractor or other party, that are relevant to the Master Agreement or transaction are subject to examination by the contracting agency and either the Lead State’s Legislative Auditor or State Auditor as appropriate for a minimum of six years after the end of the Master Agreement or transaction. The Lead State reserves the right to authorize delegate(s) to audit this Master Agreement and transactions.

Certification of Nondiscrimination (in accordance with Minn. Stat. § 16C.053).

If the value of this Contract, including all extensions, is $50,000 or more, Contractor certifies it does not engage in and has no present plans to engage in discrimination against Israel, or against persons or entities doing business in Israel, when making decisions related to the operation of the contractor's business. For purposes of this section, "discrimination" includes but is not limited to engaging in refusals to deal, terminating business activities, or other actions that are intended to limit commercial relations with Israel, or persons or entities doing business in Israel, when such actions are taken in a manner that in any way discriminates on the basis of nationality or national origin and is not based on a valid business reason.

DocuSign Envelope ID: 22C62BA3-AFF9-40A4-8FA3-F4D018802CC5 DocuSign Envelope ID: F019BE07-AEF0-4A14-B979-8BB85953FE52

3. 4.

5. 6.

7. 8.

Page 30 of 47 ends

Human Rights/Affirmative Action.

The Lead State requires affirmative action compliance by its Contractors in accordance with Minn. Stat. § 363A.36 and Minn. R. 5000.3400 to 5000.3600.

Covered Contracts and Contractors. If the Contract exceeds $100,000 and the Contractor employed more than 40 full-time employees on a single working day during the previous 12 months in Minnesota or in the state where it has its principal place of business, then the Contractor must comply with the requirements of Minn. Stat. § 363A.36 and Minn. R. 5000.3400-5000.3600.

Minn. R. 5000.3400-5000.3600 implement Minn. Stat. § 363A.36. These rules include, but are not limited to, criteria for contents, approval, and implementation of affirmative action plans; procedures for issuing certificates of compliance and criteria for determining a contractor’s compliance status; procedures for addressing deficiencies, sanctions, and notice and hearing; annual compliance reports; procedures for compliance review; and contract consequences for noncompliance. The specific criteria for approval or rejection of an affirmative action plan are contained in various provisions of Minn. R. 5000.3400 5000.3600 including, but not limited to, parts 5000.3420- 5000.3500 and parts 5000.3552 5000.3559.

Disabled Workers. Minn. R. 5000.3550 provides the Contractor must comply with the following affirmative action requirements for disabled workers.

AFFIRMATIVE ACTION FOR DISABLED WORKERS
(a) The Contractor must not discriminate against any employee or applicant for employment because of physical or mental disability in regard to any position for which the employee or applicant for employment is qualified. The Contractor agrees to take affirmative action to employ, advance in employment, and otherwise treat qualified disabled persons without discrimination based upon their physical or mental disability in all employment practices such as the following: employment, upgrading, demotion or transfer, recruitment, advertising, layoff or termination, rates of pay or other forms of compensation, and selection for training, including apprenticeship. (b) The Contractor agrees to comply with the rules and relevant orders of the Minnesota Department of Human Rights issued pursuant to the Minnesota Human Rights Act. (c) In the event of the Contractor’s noncompliance with the requirements of this clause, actions for noncompliance may be taken in accordance with Minn. Stat. § 363A.36 and the rules and relevant orders of the Minnesota Department of Human Rights issued pursuant to the Minnesota Human Rights Act.
(d) The Contractor agrees to post in conspicuous places, available to employees and applicants for employment, notices in a form to be prescribed by the commissioner of the Minnesota Department of Human Rights. Such notices must state the Contractor’s obligation under the law to take affirmative action to employ and advance in employment qualified disabled employees and applicants for employment, and the rights of applicants and employees. (e) The Contractor must notify each labor union or representative of workers with which it has a collective bargaining agreement or other contract understanding, that the Contractor is bound by the terms of Minn. Stat. § 363A.36 of the Minnesota Human Rights Act and is committed to take affirmative action to employ and advance in employment physically and mentally disabled persons.

Consequences. The consequences of a Contractor’s failure to implement its affirmative action plan or make a good faith effort to do so include, but are not limited to, suspension or revocation of a certificate of compliance by DocuSign Envelope ID: 22C62BA3-AFF9-40A4-8FA3-F4D018802CC5 DocuSign Envelope ID: F019BE07-AEF0-4A14-B979-8BB85953FE52

9. a.
b.

C.
d.

Page 31 of 47 ends

the commissioner, refusal by the commissioner to approve subsequent plans, and termination of all or part of the Contract by the commissioner or the State.

Certification. The Contractor hereby certifies that it is in compliance with the requirements of Minn. Stat. § 363A.36, subd. 1 and Minn. R. 5000.3400-5000.3600 and is aware of the consequences for noncompliance. It is agreed between the parties that Minn. Stat. 363.36 and Minn. R. 5000.3400 to 5000.3600 are incorporated into any contract between these parties based upon this specification or any modification of it. A copy of Minn. Stat. § 363A.36 and Minn. R. 5000.3400 to 5000.3600 are available upon request from the contracting agency.

Equal Pay Certification.

If required by Minn. Stat. §363A.44, the Contractor must have a current Equal Pay Certificate prior to Contract execution. If Contractor's Equal Pay Certificate expires during the term of this Contract, Contractor must promptly reapply for an Equal Pay Certificate with the Minnesota Department of Human Rights and notify the State's Authorized Representative once the Contractor has received the renewed Equal Pay Certificate. If Contractor claims to be exempt, the Lead State may require Contractor to verify its exempt status.

Americans with Disabilities Act (ADA).

Products provided under the Master Agreement must comply with the requirements of the Americans with Disabilities Act (ADA). The Contractor’s catalog and other marketing materials utilized to offer products under the Master Agreement must state when a product is not in compliance. If any descriptive marketing materials are silent as to these requirements, the Contractor agrees that the customer can assume the product meets or exceeds the ADA requirements.

Nonvisual Access Standards.

Pursuant to Minn. Stat. § 16C.145, the Contractor shall comply with the following nonvisual technology access standards:

That the effective interactive control and use of the technology, including the operating system applications programs, prompts, and format of the data presented, are readily achievable by nonvisual means; That the nonvisual access technology must be compatible with information technology used by other individuals with whom the blind or visually impaired individual must interact; That nonvisual access technology must be integrated into networks used to share communications among employees, program participants, and the public; and
That the nonvisual access technology must have the capability of providing equivalent access by nonvisual means to telecommunications or other interconnected network services used by persons who are not blind or visually impaired.

These standards do not require the installation of software or peripheral devices used for nonvisual access when the information technology is being used by individuals who are not blind or visually impaired.

Accessibility Standards.

Contractor acknowledges and is fully aware that the Lead State (Executive branch state agencies) has developed IT Accessibility Standard effective September 1, 2010. The standard entails, in part, the Web Content Accessibility Guidelines (WCAG) and Section 508 which can be viewed at: https://mn.gov/mnit/government/policies/accessibility/.

The Standards apply to web sites, software applications, electronic reports and output documentation, training delivered in electronic formats (including, but not limited to, documents, videos, and webinars), among others. As upgrades are made to the software, products, or subscriptions available through this Contract, the Contractor agrees to DocuSign Envelope ID: 22C62BA3-AFF9-40A4-8FA3-F4D018802CC5 DocuSign Envelope ID: F019BE07-AEF0-4A14-B979-8BB85953FE52 e.

10. 11.
12 .
a.
b.

C.
d.

13.

Page 32 of 47 ends

develop functionality which supports accessibility. If any issues arise due to nonconformance with the above-mentioned accessibility Standards, the Contractor agrees to provide alternative solutions upon request at no additional charge to the State.

When updates or upgrades are made to the products or services available through this Contract, the Contractor agrees to document how the changes will impact or improve the product’s or service’s accessibility and usability. This documentation, upon request, must be provided to the Lead State in advance of the change, occurring within an agreed upon timeframe sufficient for the state to review the changes and either approve them or request a remediation plan from the Contractor. Contractor warrants that its Products comply with the above-mentioned accessibility Standards and agrees to indemnify, defend, and hold harmless the Lead State against any claims related to non-compliance of Contractor’s Product with the above-mentioned accessibility Standards. If agreed-upon updates fail to improve the product or service’s accessibility or usability as planned, the failure to comply with this requirement may be cause for contract cancellation or for the Lead State to consider the Contractor in default.

Conflict Minerals.

Contractor agrees to provide information upon request regarding adherence to the Conflict Minerals section of the Dodd-Frank Wall Street Reform and Consumer Protection Act (Section 1502).

See: http://beta.congress.gov/111/bills/hr4173/111hr4173enr.pdf#page=838 http://www.sec.gov/news/press/2012/2012-163.htm
Hazardous Substances.

To the extent that the goods to be supplied by the Contractor contain or may create hazardous substances, harmful physical agents or infectious agents as set forth in applicable state and federal laws and regulations, the Contractor must provide Material Safety Data Sheets regarding those substances. A copy must be included with each delivery.

Copyrighted Material Waiver.

The Lead State reserves the right to use, reproduce and publish proposals in any manner necessary for State agencies and local units of government to access the responses, including but not limited to photocopying, State Intranet/Internet postings, broadcast faxing, and direct mailing. In the event that the response contains copyrighted or trademarked materials, it is the responder’s responsibility to obtain permission for the Lead State to reproduce and publish the information, regardless of whether the responder is the manufacturer or reseller of the products listed in the materials. By signing its response, the responder certifies that it has obtained all necessary approvals for the reproduction and distribution of the contents of its response and agrees to indemnify, protect, save and hold the Lead State, its representatives and employees harmless from any and all claims arising from the violation of this section and agrees to pay all legal fees incurred by the Lead State in the defense of any such action.

Publicity.

The Contractor shall make no representations of the State’s opinion or position as to the quality or effectiveness of the products or services that are the subject of the Master Agreement without the prior written consent of the State’s Assistant Director or designee of Office of State Procurement. Representations include any publicity, including but not limited to advertisements, notices, press releases, reports, signs, and similar public notices.

Performance While Dispute is Pending.

Notwithstanding the existence of a dispute, the parties shall continue without delay to carry out all of their responsibilities under the Master Agreement that are not affected by the dispute. If a party fails to continue without delay to perform its responsibilities under the Master Agreement, in the accomplishment of all undisputed work, any additional cost incurred by the other parties as a result of such failure to proceed shall be borne by the responsible party.

DocuSign Envelope ID: 22C62BA3-AFF9-40A4-8FA3-F4D018802CC5 DocuSign Envelope ID: F019BE07-AEF0-4A14-B979-8BB85953FE52

14. 15.

16. 17.

18.

Page 33 of 47 ends

Organizational Conflicts of Interest.

An organizational conflict of interest exists when, because of existing or planned activities or because of relationships with other persons:
the Contractor is unable or potentially unable to render impartial assistance or advice to the State; the Contractor’s objectivity in performing the work is or might be otherwise impaired; or the Contractor has an unfair competitive advantage.

The Contractor agrees that if an organizational conflict of interest is discovered after award, an immediate and full disclosure in writing shall be made to the Assistant Director of the Lead State’s Department of Administration’s Office of State Procurement that shall include a description of the action the Contractor has taken or proposes to take to avoid or mitigate such conflicts. If an organizational conflict of interest is determined to exist, the Lead State may, at its discretion, cancel the Master Agreement. In the event the Contractor was aware of an organizational conflict of interest prior to the award of the Master Agreement and did not disclose the conflict to the Master Agreement Administrator, the Lead State may terminate the Master Agreement for default. The provisions of this clause shall be included in all subcontracts for work to be performed, and the terms “Contract,” “Contractor,” “Master Agreement”, “Master Agreement Administrator” and “Contract Administrator” modified appropriately to preserve the State’s rights.

Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion Certification regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion – Lower Tier Covered Transactions. Instructions for certification:

By signing and submitting this proposal, the prospective lower tier participant [responder] is providing the certification set out below.

The certification in this clause is a material representation of fact upon which reliance was placed when this transaction was entered into. If it is later determined that the prospective lower tier participant knowingly rendered an erroneous certification, in addition to other remedies available to the federal government, the department or agency with which this transaction originated may pursue available remedies, including suspension and debarment.

The prospective lower tier participant shall provide immediate written notice to the person to whom this proposal [response] is submitted if at any time the prospective lower tier participant learns that its certification was erroneous when submitted or had become erroneous by reason of changed circumstances.

The terms covered transaction, debarred, suspended, ineligible lower tier covered transaction, participant, person, primary covered transaction, principal, proposal, and voluntarily excluded, as used in this clause, have the meaning set out in the Definitions and Coverages section of rules implementing Executive Order 12549. You may contact the person to which this proposal is submitted for assistance in obtaining a copy of those regulations.

The prospective lower tier participant agrees by submitting this response that, should the proposed covered transaction be entered into, it shall not knowingly enter into any lower tier covered transaction [subcontract equal to or exceeding $25,000] with a person who is proposed for debarment under 48 CFR part 9, subpart 9.4, debarred, suspended, declared ineligible, or voluntarily excluded from participation in this covered transaction, unless authorized by the department or agency with which this transaction originated.

DocuSign Envelope ID: 22C62BA3-AFF9-40A4-8FA3-F4D018802CC5 DocuSign Envelope ID: F019BE07-AEF0-4A14-B979-8BB85953FE52

19. a.
b.

20. a.

1. 2.

3. 4.

Page 34 of 47 ends

The prospective lower tier participant further agrees by submitting this proposal that it will include this clause titled, “Certification Regarding Debarment, Suspension, Ineligibility, and Voluntary Exclusion – Lower Tier Covered Transaction,” without modification, in all lower tier covered transactions and in all solicitations for lower tier covered transactions.

A participant in a covered transaction may rely upon a certification of a prospective participant in a lower tier covered transaction that it is not proposed for debarment under 48 CFR part 9, subpart 9.4, debarred, suspended, ineligible, or voluntarily excluded from covered transactions, unless it knows that the certification is erroneous. A participant may decide the method and frequency by which it determines the eligibility of its principals. Each participant may, but is not required to, check the list of parties excluded from federal procurement and nonprocurement programs.

Nothing contained in the foregoing shall be construed to require establishment of a system of records in order to render in good faith the certification required by this clause. The knowledge and information of a participant is not required to exceed that which is normally possessed by a prudent person in the ordinary course of business dealings.

Except for transactions authorized under paragraph 5 of these instructions, if a participant in a covered transaction knowingly enters into a lower tier covered transaction with a person who is proposed for debarment under 48 CFR part 9, subpart 9.4, suspended, debarred, ineligible, or voluntarily excluded from participation in this transaction, in addition to other remedies available to the Federal government, the department or agency with which this transaction originated may pursue available remedies, including suspension and debarment.

Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion – Lower Tier Covered Transactions.

The prospective lower tier participant certifies, by submission of this proposal, that neither it nor its principals is presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in this transaction by any Federal department or agency.

Where the prospective lower tier participant is unable to certify to any of the statements in this certification, such prospective participant shall attach an explanation to this proposal.

Government Data Practices.

The Contractor and the Lead State must comply with the Minnesota Government Data Practices Act, Minn. Stat. Ch. 13, (and where applicable, if the Lead State contracting party is part of the judicial branch, with the Rules of Public Access to Records of the Judicial Branch promulgated by the Minnesota Supreme Court as the same may be amended from time to time) as it applies to all data provided by the Lead State to the Contractor and all data provided to the Lead State by the Contractor. In addition, the Minnesota Government Data Practices Act applies to all data created, collected, received, stored, used, maintained, or disseminated by the Contractor in accordance with the Master Agreement that is private, nonpublic, protected nonpublic, or confidential as defined by the Minnesota Government Data Practices Act, Ch. 13 (and where applicable, that is not accessible to the public under the Rules of Public Access to Records of the Judicial Branch).

In the event the Contractor receives a request to release the data referred to in this article, the Contractor must immediately notify the Lead State. The Lead State will give the Contractor instructions concerning the release of the data to the requesting party before the data is released. The civil remedies of Minn. Stat. § 13.08, apply to the release of the data by either the Contractor or the Lead State.

The Contractor agrees to indemnify, save, and hold the Lead State, its agent and employees, harmless from all claims arising out of, resulting from, or in any manner attributable to any violation of any provision of the Minnesota DocuSign Envelope ID: 22C62BA3-AFF9-40A4-8FA3-F4D018802CC5 DocuSign Envelope ID: F019BE07-AEF0-4A14-B979-8BB85953FE52

6. 7.

8. 9.
b.

1. 2.

21.

Page 35 of 47 ends

Government Data Practices Act (and where applicable, the Rules of Public Access to Records of the Judicial Branch), including legal fees and disbursements paid or incurred to enforce this provision of the Master Agreement. In the event that the Contractor subcontracts any or all of the work to be performed under the Master Agreement, the Contractor shall retain responsibility under the terms of this article for such work.

Survivability.

Certain rights and duties of the Lead State and Contractor will survive the expiration or cancellation of the RFP and resulting Master Agreement. These rights and duties include but are not limited to paragraphs: Indemnification; Limitations of Liability; State Audits; Government Data Practices; Governing Law and Venue; Publicity; and Administrative Fees.

Severability.

If any provision of the Master Agreement, including items incorporated by reference, is found to be illegal, unenforceable, or void, then both the Lead State and the Contractor shall be relieved of all obligations arising under such provisions. If the remainder of the Master Agreement is capable of performance it shall not be affected by such declaration or finding and shall be fully performed.

DocuSign Envelope ID: 22C62BA3-AFF9-40A4-8FA3-F4D018802CC5 DocuSign Envelope ID: F019BE07-AEF0-4A14-B979-8BB85953FE52

22. 23.

Page 36 of 47 ends

Exhibit C: Requirements
Contractor Verification.

Contractor must be a manufacturer of a Product in the Band(s) it is awarded a Master Agreement. “Re-branding” a product that is manufactured by another company does not meet this requirement. If the Contractor ceases production, sells or assigns their manufacturing to another vendor, or otherwise no longer manufactures a product during the life of the Master Agreement the Lead State reserves the right to terminate the Contractor’s Master Agreement.

Warranty and Maintenance.

Contractor must ensure warranty service and maintenance for all equipment, including third party products provided.

The Contractor must facilitate the Manufacturer or Publisher warranty and maintenance of third party products furnished through the Master Agreement. The Contractor shall provide the warranty service and maintenance for equipment and all peripherals on the Master Agreement.

Website.

Contractor must develop and maintain a URL to a web site specific to the awarded Master Agreement. Contractor’s Master Agreement website must offer twenty-four (24) hours per day, seven (7) days per week availability, except for regularly scheduled maintenance times. The website must be separate from the Contractor’s commercially available (i.e., public) on-line catalog and ordering systems. No other items or pricing may be shown on the website without written approval from the Lead State
Mandatory Specifications:
• Designated Baseline Price List(s) (e.g., MSRP, List, or Education) • Product and Service Schedule (PSS)
• Product specifications, pricing, and configuration aids for the major product categories proposed that can be used to obtain an on-line quote,
• Service options and service agreements available on the contract. Please refer to Paragraph 5. • Contact information for order placement, service concerns (warranty and maintenance), problem reporting, and billing concerns
• Sales representatives for participating entities
• Links to environmental certification, including but not limited to take-back/recycling programs, EPEAT, Energy Star, etc.

Desirable Specifications:
• Purchase order tracking
• Information on accessibility and accessible products
• Signed Master Agreement
• Online ordering capability with the ability to remember multiple ship to locations (if applicable to product) • List of approved partners, if applicable
Within 30 calendar days of the notice of intent to award a Master Agreement, Contractor must provide a sample URL of the Master Agreement webpage to the Lead State for review and approval. The Lead State will review and determine acceptability of the website format and data. If the information is determined to be unacceptable or incorrect, the Contractor will have 15 calendar days to provide revisions to the Lead State. After the Lead State approves the website, Contractor may not make material changes to the website without notifying the Lead State through the ARF process and receiving written approval of the changes.

DocuSign Envelope ID: 22C62BA3-AFF9-40A4-8FA3-F4D018802CC5 DocuSign Envelope ID: F019BE07-AEF0-4A14-B979-8BB85953FE52

1. 2.

3. a.
b.

Page 37 of 47 ends

Environmental Certifications.

Contractor must include environmental or supply chain responsibility certifications and registrations for products sold through this Contract on their website. Contractor must provide these certifications and registrations for specific products to Participating Entities upon request.

EPEAT Registration.

Contractor agrees that applicable products offered that have EPEAT Standards provided under the Master Agreement must have achieved a minimum EPEAT Bronze registration. This requirement does not apply to Band 3.

Contractor may propose the addition of a product that has not yet achieved a minimum EPEAT Bronze registration. The Lead State, in its sole discretion may require Contractor to provide the following documentation to support the addition of the proposed product:
• A letter from the Green Electronics Council (GEC) on GEC’s letterhead confirming that the verification process is underway; or
• A copy of Contractor’s GEC contract, Conformity Assurance Board (CAB) contract, and a letter from Contractor’s CAB stating that the relevant product has been registered with the CAB and that verification is underway.

The Lead State reserves the right to reject the inclusion of such product, or if approved, require Contractor to remove the product at a later date if the product does not achieve a minimum EPEAT Bronze registration. The Contractor must remove any products that subsequently exit the verification process without achieving EPEAT Bronze or greater from the Master Agreement.

Third-Party Products.

Some products offered may be manufactured by a third party. Contractor, however, must provide or facilitate the warranty service and maintenance for all Third-Party Products on the Master Agreement either directly or pass-through from the manufacturer. Contractor may not offer products manufactured by another Contractor holding a Minnesota NASPO ValuePoint Master Agreement for Computer Equipment without approval from the Lead State. Warranty for third-party products must be provided by the Contractor. Warranty documents for products manufactured by a third party are preferred to be delivered to the Participating Entity with the products. Contractor can only offer Third-Party Products in a Band they have been awarded.

Third-Party Products are intended to enhance or supplement a Contractor’s own product line, and are not intended to represent more than a third of Contractor’s total sales under this Master Agreement. The Lead State may limit the sale of Third-Party Products through the Master Agreement during the life of the Master Agreement should Third-Party Product sales be determined to consistently exceed one third of the total sales under this Master Agreement. Such limitation may take the form of any action the Lead State so chooses, up to and including non-renewal or cancellation of the Master Agreement.

Partner Utilization.

If utilizing partners, the Contractor is responsible for the partners providing products and services, as well as warranty service and maintenance for equipment the partner provides. Participating Entities have the option of utilizing partners.

Contractor must provide a Participating Entity a copy of its plan for partner utilization upon request. Contractor must make available a list of approved partners for each Participating Entity. Participating Entities must approve specific Partners as outlined within the relevant Participating Addendum, and only partners approved by the Participating Entity may be deployed. The Participating Entity will define the process to add and remove partners in their Participating Addendum.
2019 National Defense Authorization Act, Section 889(f)(3).

Under the 2019 National Defense Authorization Act, Section 889(f)(3), the US military is prohibited from purchasing video surveillance and telecommunications equipment from certain Chinese-owned technology firms. While US state are DocuSign Envelope ID: 22C62BA3-AFF9-40A4-8FA3-F4D018802CC5 DocuSign Envelope ID: F019BE07-AEF0-4A14-B979-8BB85953FE52

4. 5.

6. 7.

Page 38 of 47 ends

not subject to this act, there is increasing concern for the security of state data. Contractor certifies for the term of this Master Agreement that it is not subject to laws, rules, or policies potentially requiring disclosure of, or provision of access to, customer data to foreign governments or entities controlled by foreign governments, and that Contractor's Products do not contain, include, or utilize components or services supplied by any entity subject to the same.

Contractor also certifies that its Products do not contain, include, or utilize any covered technology prohibited under Section 889 of the National Defense Authorization Act, as amended.

DocuSign Envelope ID: 22C62BA3-AFF9-40A4-8FA3-F4D018802CC5 DocuSign Envelope ID: F019BE07-AEF0-4A14-B979-8BB85953FE52

Page 39 of 47 ends

Exhibit D: Pricing Schedule
Attached and incorporated into this Master Agreement as Exhibit D is the Price Schedule.

DocuSign Envelope ID: 22C62BA3-AFF9-40A4-8FA3-F4D018802CC5 DocuSign Envelope ID: F019BE07-AEF0-4A14-B979-8BB85953FE52 Exhibit D: Price Schedule
NASPO ValuePoint Computer Equipment (2023-2028)

CONTROL SET
Master Agreement: 23004
Contractor Name: Dell Marketing, LP
Awarded Bands:
x Band 1: Personal Computing Devices (Windows)
x Band 2: Personal Computing Devices (Non-Windows)
x Band 3: Servers and Storage
Band Category Code Category Description Discount off
Baseline List
1 1B Band 1 - Minimum Discount 18.0%
1 1T Band 1 - Third Party Product Minimum Discount 5.5% 2 2B Band 2 - Minimum Discount 18.0%
2 2T Band 2 - Third Party Product Minimum Discount 5.5% 3 3B Band 3 - Minimum Discount 18.0%
3 3T Band 3 - Third Party Product Minimum Discount 5.5% S-1 Standalone Services 4.0%
S-2 Warranty Services 4.0%
S-3 Training and Other Professional Services 4.0%
DocuSign Envelope ID: 22C62BA3-AFF9-40A4-8FA3-F4D018802CC5 DocuSign Envelope ID: F019BE07-AEF0-4A14-B979-8BB85953FE52 Exhibit D: Price Schedule Discount Structure
Master Agreement: 23004
Contractor Name: Dell Marketing, LP
Baseline Price List: Posted on Contractor's dedicated NASPO ValuePoint website Band 1: Personal Computer Equipment (Windows OS)
Band Category Code Category Description Discount off
Baseline List
1 1B Band 1 - Minimum Discount 18.0%
1 1B-1 Desktops - Alienware, Inspiron, Vostro, XPS 0.5% 1 1B-2 Notebooks - Alienware, Inspiron, Vostro, XPS 2.5% 1 1B-3 Projectors/Monitors/Other Electronics 2.5%
1 1B-4 Displays 2.5%
1 1B-5 Imaging 2.5%
1 1B-6 Dell Branded - Printer accessories, parts, and toner 1.5% 1 1B-7 Spare Parts related to Band 1 0.5%
1 1B-8 Customer Kits 15.0%
1 1B-9 Ready to Ship configurations 4.0%
1 1T Band 1 - Third Party Product Minimum Discount 5.5% 1 1T-1 Selected Third Party - Software and Peripherals 0.5% Band 2: Personal Computer Equipment (Non-Windows OS)
Band Category Code Category Description Discount off
Baseline List
2 2B Band 2 - Minimum Discount 18.0%
2 2B-1 Commercial Chromebooks 15.0%
2 2B-2 Consumer Chromebooks 15.0%
2 2B-3 Projectors/Monitors/Other Electronics 2.5%
2 2B-4 Displays 2.5%
2 2B-5 Imaging 2.5%
2 2B-6 Dell Branded - Printer accessories, parts, and toner 1.5% 2 2B-7 Spare Parts related to Band 2 0.5%
2 2B-8 Customer Kits 15.0%
2 2B-9 Ready to Ship configurations 4.0%
2 2T Band 2 - Third Party Product Minimum Discount 5.5% 2 2T-1 Selected Third Party - Software and Peripherals (Non-discountable) 0.5% Band 3: Servers and Storage
Band Category Code Category Description Discount off
Baseline List
3 3B Band 3 - Minimum Discount 18.0%
3 3B-1 Spare Parts related to Band 3 0.5%
3 3B-2 Customer Kits 15.0%
3 3T Band 3 - Third Party Product Minimum Discount 5.5% 3 3T-1 Selected Third Party - Software and Peripherals 0.5% DocuSign Envelope ID: 22C62BA3-AFF9-40A4-8FA3-F4D018802CC5 DocuSign Envelope ID: F019BE07-AEF0-4A14-B979-8BB85953FE52 Exhibit D: Price Schedule Volume-Based Discounts
Master Agreement: 23004
Contractor Name: Dell Marketing, LP
Bands 1 & 2

1. Per Transaction Multiple Unit Discount(s)
Min $ Single Transaction Max $ Single Transaction Per Transaction Multiple Unit Discount
$100,000.00 $199,999.99 1.0%
$200,000.00 $399,999.99 2.0%
$400,000.00 $599,999.99 4.0%
$600,000.00 $999,999.99 6.0%
$1,000,000.00 No Maximum 8.0%

2. Cumulative Discount(s)
Threshold Discount Level
Up to 2B 0.0%
$2B to $4B 1.0%
$4B to $6B 2.0%
$6B to $8B 3.0%
$8B to $10B 4.0%
Greater than $10B 5.0%

3. Other Discount(s)
Band 3

1. Per Transaction Multiple Unit Discount(s)
Min $ Single Transaction Max $ Single Transaction Per Transaction Multiple Unit Discount
$250,000.00 $499,999.99 1.0%
$500,000.00 $999,999.99 2.0%
$1,000,000.00 $1,499,999.99 4.0%
$1,500,000.00 $1,999,999.99 6.0%
$2,000,000.00 No Maximum 8.0%
none
Contractor provides a contractual volume discount program as follows based on dollars in a single purchase order or combination of purchase orders submitted at one time by a Purchasing Entity, or multiple entities conducting a cooperative purchase.

Note: Cumulative Discount does not apply to Category Exceptions, 3rd party products, services, and special promotional offers
Note: Per Transaction Multiple Unit Discount does not apply to Category Exceptions, 3rd party products, services, and special promotional offers
Note: Per Transaction Multiple Unit Discount does not apply to Category Exceptions, 3rd party products, services, and special promotional offers.

Contractor provides a contractual volume discount program as follows based on dollars in a single purchase order or combination of purchase orders submitted at one time by a Purchasing Entity, or multiple entities conducting a cooperative purchase.

DocuSign Envelope ID: 22C62BA3-AFF9-40A4-8FA3-F4D018802CC5 DocuSign Envelope ID: F019BE07-AEF0-4A14-B979-8BB85953FE52 Exhibit D: Price Schedule Volume-Based Discounts

2. Cumulative Discount(s)
Column1 Discount Level
Up to 2B 0.0%
$2B to $4B 1.0%
$4B to $6B 2.0%
$6B to $8B 3.0%
$8B to $10B 4.0%
Greater than $10B 5.0%

3. Other Discount(s)
Additional discount(s) available.

Contractor provides a cumulative volume discount as follows based on dollars resulting from the cumulative purchases by all purchases made by Purchasing Entities for the duration of the Master Agreement. none
Note: Cumulative Discount does not apply to Category Exceptions, 3rd party products, services, and special promotional offers.

DocuSign Envelope ID: 22C62BA3-AFF9-40A4-8FA3-F4D018802CC5 DocuSign Envelope ID: F019BE07-AEF0-4A14-B979-8BB85953FE52 Exhibit D: Price Schedule Services
Master Agreement: 23004
Contractor Name: Dell Marketing, LP
Travel for Services will be negotiated with each Participating Entity in the Participating Addendum.

All Awarded Bands
Category Code Description of Service Percent Discount
S-1 Standalone Services 4.0%
S-2 Warranty Services 4.0%
S-3 Training and Other Professional Services 4.0%
Each Purchasing Entity will determine if and how services will be offered in the Participating DocuSign Envelope ID: 22C62BA3-AFF9-40A4-8FA3-F4D018802CC5 DocuSign Envelope ID: F019BE07-AEF0-4A14-B979-8BB85953FE52 Exhibit D: Price Schedule Lease Rates
Master Agreement: 23004
Contractor Name: Dell Marketing, LP
All Awarded Bands
Optional: Lease Rates
Dell Financial Services (DFS’) payment solutions offer flexible end-of term options designed to suit each entity’s unique needs. Payment terms are generally from 24 through 60 months and are tailored to match the essential useful life of the equipment to the payment term. Payments can be billed monthly, quarterly, semi-annually or annually.

DFS payment solution rates are adjusted quarterly in accordance with a formula based on fluctuations in treasury notes. Our rates are a function of several factors including estimates of future residual values, prevailing interest rates, borrowing costs, general and administrative expenses, and solution structure. Once a payment schedule has commenced, the rate remains constant for the term of the schedule.

DocuSign Envelope ID: 22C62BA3-AFF9-40A4-8FA3-F4D018802CC5 DocuSign Envelope ID: F019BE07-AEF0-4A14-B979-8BB85953FE52 Exhibit D: Price Schedule Prompt Payment Discount
Master Agreement: 23004
Contractor Name: Dell Marketing, LP
in 30
in 15, Net 30
in 10, Net 30
X Net 30
All Awarded Bands
Other (specify):

DocuSign Envelope ID: 22C62BA3-AFF9-40A4-8FA3-F4D018802CC5 DocuSign Envelope ID: F019BE07-AEF0-4A14-B979-8BB85953FE52 -

Page 47 of 47 ends

Exhibit E: Contractor Terms and Conditions
Attached by reference as Exhibit E are the following Contractor document(s):
• Software Licenses. Customer’s rights to use the Software delivered by Supplier are governed by the terms of the applicable end-user license agreement. Unless different terms have been agreed between the parties, the terms posted on www.dell.com/eula (the “EULA”) shall apply. Supplier will provide a hard copy of the applicable terms upon request. Unless expressly otherwise agreed, microcode, firmware or operating system software required to enable the Equipment with which it is shipped to perform its basic or enhanced functions, is licensed for use solely on such Equipment.
• Dell Return Policy. Customer may return Products to Supplier pursuant to the return policy at www.dell.com/returnspolicy.
• Equipment Warranty. Unless provided otherwise in a Schedule, additional terms governing the limited warranties for Equipment are found at https://www.dell.com/learn/us/en/uscorp1/terms-of-sale-commercialand-public-sector-warranties?c=us&l=en&s=corp or in the applicable documentation or Product Notice for the specific Equipment.
• Product- and Service-Specific Terms. Scope and details of Services and Product-specific terms are specified in the applicable standard service description that is attached to or referred in a Schedule or Quote, or is made available through the then-current Supplier website for product- or service-specific terms, currently located at www.dell.com/offeringspecificterms. Such standard descriptions are from time to time referred to as “Service Description(s)”, “Product Notices” or “Service Briefs.” The version of the applicable document that is effective as of the date of the applicable Quote, shall be deemed incorporated into the Order. Scope and details of customized Professional Services not covered by such a standard description shall be documented in a mutually agreed Statement of Work (“SOW”).

These Contractor terms and conditions are being provided for informational purposes only. They are intended to be negotiated by Contractor and a Participating Entity as part of a Participating Addendum, or by Contractor and a Purchasing Entity as part of an Order, and shall apply only as agreed to in writing by the parties. Unless such terms are expressly accepted in writing, terms in the following document(s) that derogate the application to a Purchasing Entity of a corresponding term in this Master Agreement or applicable Participating Addendum shall be deemed void.

DocuSign Envelope ID: 22C62BA3-AFF9-40A4-8FA3-F4D018802CC5 DocuSign Envelope ID: F019BE07-AEF0-4A14-B979-8BB85953FE52

! "#$ %&'&(')

*+,"-*,

./01 23456785 01 9
5:

4 ;3<68
:
==> 5/ ;56

5 ?365/
715> @
A
B3C D> ;57E=
1> F?
GHIJD K;3<68
:
==L 74M ;NO O45
64750347= 236E
> D P7
0M134 Q

> ;3R
61 5> ?S TTJ
K;<EE=0
6L

;3<68
:
== 01 7 ;575
3U F044
1357 =387= V3

64R
45 <405 74M 1
6 08
833E
6750

86 75
M
<4M
6 5/
=7:1 3U 5/
;575
3U F044
1357 KF044
1357 ;575<5
1 ;
85034 Q
L 5/75 3UU
61 833E
6750

E638<6
R
45 13=<50341 53 V3

64R
45 45050
1 @765080E75034 01 3E
4 53
=0V09=

U
M
67=> 1575
E63
048
> 74M R<4080E7= V3

64R
457=
45050
1> /0V/
6 M<875034> WX
M<875034>
434E63U05> 56097= V3

64R
45> 74M 35/
6 E<9=08
45050
1 =3875
M 04 5/
Y405
M ;575
1 74M 2747M7

;3<68
:
== 011<
M 7 E<9=08 13=080575034 U36 .
8/43=3VZ @63M<851 74M ;
6 08
1 :05/

=75
M
;3=<50341 U63R :/08/ ;<EE=0
6 :71 7:76M
M 7 83456785 04 275
V36Z

;<EE=0
6 M
106
1 53 83456785 :05/ ;3<68
:
== 53 E63
0M

[<0ER
45> E63M<851> 36 1
6 08
1 53
;3<68
:
== 74M 5/

45050
1 5/75 788
11 ;3<68
:
==\1 833E
6750

E<68/7104V 834567851
K@765080E7504V ]45050
1L

&^ ,_"` +# *+,"-*,

Q
]aa]2.Ob] PQ.]
./01 23456785 01
UU
850

<E34 5/
M75
3U 5/
U047= 10V475<6
9 =3:

]c@O
Q.OA? PQ.] Q?P ]c.]?;OA?
./01 23456785
CE06
1 a
96<76Z J> T> <4=
11 05 01
8748
==
M 1334
6 E<61<745 53 Q6508=

./01 23456785 7==3:1 <E 53 5/6

7MM050347= 34
XZ
76 C5
410341 <E34 5/
6 [<
15 3U ;3<68
:
== 74M :6055
4 7V6

R
45 9Z ;<EE=0
6 ;3<68
:
==
6 57041 5/
60V/5 53 83410M
6 7MM050347=
C5
410341 9
Z34M 1

4 Z
761 71 6
[<06
M <4M
6 C8
E50347= 8068<R15748
1 B
;Y
bObQd Aa .]
F;
?35:05/1574M04V 74Z
CE0675034 36 5
6R0475034 3U 5/01 23456785> 7==
E7ZR
45 39=0V750341 048<66
M E6036 53
CE0675034 36 5
6R0475034 :0== 1<6
0 > 71 :0== 5/

U3==3:04Ve Q6508=
1 5/63<V/ I 1<6
0 5/

CE0675034 36 8748
==75034 3U 5/01 23456785
Q==
35/
6 60V/51 :0== 8
71 <E34
CE0675034 36 5
6R0475034 3U 5/01 23456785

fghijklm nmopqgrp sft uuvwxyz{|uvvf|u}~{|xwuz|}~vvuxv Sourcewell ~

!
" !

#
$%&'()$*+, (
-.&/+0, -
0$
1'/$0
023345
6 7544 368
59 :;
$<253=
>:, (6892?:@, 86
0 6
5?
@ A@ @:A:
9 5> 5:@ (6838@A4 @2B=5::
9 2>9
6 :;
0845?5:A:58> *2=B
6 45@:
9 AB8

023345
6C@ $<253=
>:, (6892?:@, 86 0
6 5?
@ (6838@A4 D(6838@A4E 5@ A::A?;
9 A>9 5>?86386A:
9 5>:8 :;5@ /8>:6A?:

F$<253=
>:G A>9 F(6892?:@G @;A44 =
A> :;
:;569H3A6:I @8J:7A6
, ?8=32:
6 3
653;
6A4@, ?8=32:
6 ;A697A6
, A>9 A@@8?5A:
9 '+ @
6 5?
@ 6
@849 BI 1
>986 A>9 368
59 9 BI
:;569 3A6:5
@
F0
6 5?
@G @;A44 =
A> A44 368J
@@58>A4 @
6 5?
@ 368
59 9 BI 1
>986 2>9
6 8J A
0:A:
=
>: 8J K86L
F0:A:
=
>: 8J K86LG 86 F0-KG @;A44 =
A> A 98?2=
>: =2:2A44I AM6

9 238> B
:7

> :;
1 >986 A>9 :;
)
=B
6 :;A: 6
J
6 >?
@ :;
@
:
6=@ A>9 ?8>95:58>@ A>9
9 @?65B
@ :;
0 6
5?
@ :8 B
368
59 9, :;
A@@8?5A:
9 @?;
924
A>9 365?
, A>9 A>I @3
?5A4
?8>95:58>@ A3345?AB4
:8 :;A: 0-K

#44 $<253=
>: A>9 (6892?:@ 368
59 9 2>9
6 :;5@ /8>:6A?: =2@: B
>
7 A>9 :;
?266
>: =89
4 023345
6 =AI 8JJ
6 ?48@
H82: 86 6
J26B5@;
9 $<253=
>: 86 (6892?:@ 5J :;
I A6
?4
A64I 5>95?A:
9 5> 023345
6C@ 36892?: A>9 365?5>M 45@:
&>4
@@ AM6

9 :8 BI :;
(A6:5?53A:5>M $>:5:5
@ 5> A9
A>?
,
$<253=
>: 86 (6892?:@ =2@: B
9 45

6 9 A@ 83
6A:58>A4 :8 :;
(A6:5?53A:5>M $>:5:IC@ @5:

+;5@ /8>:6A?: 8JJ
6@ A> 5>9
J5>5:
<2A>:5:I 8J @A4
@, A>9 7;54
@2B@:A>:5A4
842=
5@ A>:5?53A:
9,
@A4
@ A>9 @A4
@
842=
A6
>8: M2A6A>:

9 N
023345
6 7A66A>:@ :;A: A44 $<253=
>:, (6892?:@, A>9 0
6 5?
@ J26>5@;
9 A6
J6

J68= 45
>@
A>9
>?2=B6A>?
@
'> A995:58>, 023345
6 7A66A>:@ :;
0 6
5?
@ A6
J6

J68= =A:
65A4 9
J
?:@
J86 >5>
:I DOE 9AI@ ?8==
>?5>M 75:; J5>A4 A??
3:A>?
8J 0
6 5?
@ 2>4
@@ 8:;
675@
@3
?5J5
9 5>
A 0-K D:;
FKA66A>: (
6589GE
K#

#*+P
(A6:5?53A:5>M $>:5:I AM6

@ :8 488L @84
4I :8 :;

=A>2JA?:26
6 :8 6
A?; A 6
@842:58> 5> A>I 95@32:
8 6 7A66A>:I :
6=@ 75:; :;
=A>2JA?:26
6 #>I =A>2JA?:26
6C@ 7A66A>:I :;A:

Q:
>9@ B
I8>9 :;

Q356A:58> 8J :;
023345
6C@ 7A66A>:I 7544
B
3A@@
9 8> :8 :;
(A6:5?53A:5>M $>:5:I

$R/$(+ #0 -+S$
K'0$ (
-1'.$. '* +S'0 #T
$$)$*+ #*.-
#*P -
.$
'00&$.,
S$
$&*.$
1$*.-
.'0/U#')0 #UU -+S$
K#

#*+'$0, $'+S$
$R(
$00 -
')(U'$.,
'*/U&.'*T N&+ *-+ U')'+$. +-, #*P K#

#*+P -V )$
/S#*+#N'U'+P -
V'+*$00 V-
#
(#
+'/&U#
(&
(-0$, K#

#*+P -V *-*'*V
'*T$)$*+, -
#*P K#

#*+P
$U#+'*T +-
+S'
. (#
+P 0$
1'/$0 -
(
-.&/+0
+S'0 .'0/U#')$
/-*+#'*$. '* +S'0 (#
#T
#(S
.-$0 *-+ #VV$/+ +S$ +$
)0 -V #*P K#

#*+P (
-1'.$. NP # )#*&V#/+&
$

/
.$#U$
0, .'0+
'N&+-
0, #*.-

$0$UU$
0 &38> /8>:6A?:

Q
?2:58> A>9 :;682M;82:
:;
/8>:6A?: :
6=, 023345
6 =2@: 368
59 :8 0826?
7 44 A ?266
>: =
A>@ :8
A459A:
86 A2:;
>:5?A:
023345
6C@ A2:;865W
9 9
A4
6@, 95@:65B2:86@, 86 6
@
44 6@ 6
4A:5

:8 :;
$<253=
>:,
(6892?:@, A>9 0
6 5?
@ 8JJ
6 9 2>9
6 :;5@ /8>:6A?:, 7;5?; 7544 B
5>?86386A:
9 5>:8 :;5@
/8>:6A?: BI 6
J
6 >?

': 5@ :;
023345
6C@ 6
@38>@5B545:I :8
>@26
0826?
7 44 6
?
5 @ :;
=8@:
?266
>: 5>J86=A:58>

XYZ[\]^_ `_abcYdb eXf gghijklmnghhXngopmnjiglnopqrhhgrsqjh

!
"#$ %&'(
)#*$ '& +
&
)
*
"(
& #,* -'"#&.)# / 0
&)
( .# '& 0
'/ #,
&)

*#.#
( " +

&1* %&' '*.

2,
" &'
("3 &)"3

'#
* #' %.&#) .#"3
"##
*$ . &)"3

'#
( !
*# &
4
)# .
%.&#) .#"3
"##51* #'#. )'*# '4 .)

*#'"
6,* !
."* #,.# #,

'#
( )'*# * 4'& (

&
(

!
"#$ %&'(
)#*$ ."( +
&
)
* #,.# .&
'
&.#'". 4'& #,
& "#
"(
(
& '*
$ ."(
")
(
* . )'*#* #' #,
%.&#) .#"3
"##51* &

*#
( (

&5 ').#'"

3.&(
** '4 #,
.5!
"# !
#,'( ),'*
" 05 #,
%.&#) .#"3
"##5$ #,
#'#. )'*# .**').#
(
/#, ."5
&),.*
' #'" '4 #,

!
"#$ %&'(
)#*$ '& +
&
)
* !
*# ./.5* 0
(*)'*
( "
#,
&)"3

'#
#' #,
. ).0
%.&#) .#"3
"##5 .# #,
#!
'4
&),.*

+78%%89: 9; +78%%89: -<+6+
(

&
(

!
"# ."( %&'(
)#* !
*# 0
&'
&5
.)=.3
(
;.!.3
(

!
"# ."( %&'(
)#* !.5 0
&
>
)#
(
84 #,
(.!.3
* "'# &
.(5
. .&
"# .# #,
#!
'4 (

&5$ +

& !
*#
&!# #,

!
"# ."( %&'(
)#* #' 0

&
#
&"
( /#," . &
.*'".0
#!
.# "' )'*# #' +'
&)
/
'& #* %.&#) .#"3
"##
*$ "
.))'&(.")
/#, #,
+

&1*

#
&" %')5$ /,), )." 0
4'
"( .# ///
+78
)'!

#
&"%')5
%.&#) .#"3

"##
* &
*
&

#,
&3,# #' "*
)# #,

!
"# ."( %&'(
)#* /#," 0
*"
** (.5* #!

.4#
& (

&5 /,
&
)&)
!*#.")
* '& )'"(#'"* &

"#
44 )#

"*
)#'" '4 #,

!
"#
."( %&'(
)#* .# #,
#!
'4 (

&5
8" #,

"# '4 #,
(

&5 '4 "'")'"4'&!"3

!
"#
."( %&'(
)#*$ #,
%.&#) .#"3
"##5 / "'#45 #,
+

& .* *''" .* '**0
."( #,

+

& / &
.)
"'")'"4'&!"3

!
"# ."( %&'(
)#* /#, )'"4'&!"3

!
"# ."(
%&'(
)#* #,.# .&
.))
#.0
#' #,
%.&#) .#"3
"##5 *
0>
)# #' #,
+

&1*

#
&" %')5

+

& !
*# .&&."3
4'& ."( .5 4'& #,
&
#
&" *, !
"# '"

!
"# ."( %&'(
)#* #,.# .&&

" . (
4 )#

'& "'
&.0
)'"(#'"

+'
&)
/
!.5 (
).&
#,
+

& " 0&
.), '4 #,* -'"#&.)# 4 #,
+

& "#
"#'".5
(

&* *
0*#."(.&( '& "4
&'&

!
"# '& %&'(
)#*

?
+@
+ 6A

.), %.&#) .#"3
"##5 * &
* '"*0
4'& *
5"3 #,
+

& /#,
.( #.BC

B
! #'" )
&#4).#'"D*E
2,
" '&(
&"3$ . %.&#) .#"3
"##5 !
*# "().#
4 # * . #.BC

B
! #
"##5

-
7<6 @8+6 %
8-89:
# ."5 #!
(
&"3 #,* -'"#&.)#$ +

& !.5 '44
& . *
)4) *

)#'"
'4

!
"#$ %&'(
)#*$ '& +
&
)
* .# (*)'
"#* 3&
.#
& #,." #,'*
*#
( " #,
-'"#&.)#

2,
" +

& (
#
&!"
* # / '44
& 7'# @*# %&)"3$ # !
*# 0
*
0!##
(

)#&'").5 #'
+'
&)
/
" . "
C#
! 4'&!.#

!
"#$ %&'(
)#*$ '& +
&
)
* !.5 0
.((
( '& &
!'

(
4&'! #,
7'# @*# .# ."5 #!
#,&'
3, . +'
&)
/
%&)
."( %&'(
)# -,."3
F'&! .* (
4"
(
" &#)
G 0
'/

HIJKLMNO POQRSITR UHV WWXYZ[\]^WXXH^W_`]^ZYW\^_`abXXWbcaZX

!
" #
$
$

"%$

"
&$

$
'%$

($
"

)
"
&$

$ )
+$

"!

(

$ #
$#")

"
#"

"" (

'

,- ./01234 561 ./73768 39568: /:;2:<4<

=$"

!
%$
'%$

> ($ > =

)

>

>
"

?""
%$

$ #

@
#! $#

=$
@
"" (

($
+)

%$
A
)

=$
@
"" =$"
B

?

C)

"
#"
*
)

=$
@
"" =$"
B

$
> )

%$

$D

E F

*! )

"
#"
=$
@
""

$
#
G
E +"

"!
*! )

%$

)

G
E (

$**

" H$*! )

%$

)

G
E F

$
""! "
"" '%$

> ($ > =

**

#! )

%$

)

"
@) )

%$

)

>

>
"

>
)

E F
"$

*
$

K * 'L
" @) )

* )

*

> $

"

$
"$

"" '%$

> ($ >

=

**

>

* )

$
)

? *$""!
L
$
=$
@
"" (

($ +)

%$
A
@"" #

) +

@"" #

#!
*

M- .5/4737.54706N 3064/534 533:<<N 561 .5/4737.54768 :6474O /:;27/:P:64<

?
(?
CF+F(?CFQR
=$
@
""S

"
#"

$#"

)
T

=

G $ )
*

$

"> U&V

))

$

> #
"

)
$#"

C)
#

* * ) +

)$" #

"
#"

"" (

'

)

"

""!

)
'%$

> ($ > =

$

) +

? (

'
!S

$)!

) +

)$)

$ )

>

"
">
H
@
"
@
?
!

* * ) +

@"" #

#
* =$
@
"" $
$ )

=$"
$

)

(

'
!S $
* ) +

)
(

'
!S "

(

'

)
) #

"W
'%$

> ($ > =

*

! )
$

=$"

#"
* *

"
X

"

*
@) =$
@
""

$

"#"!
%$

@""

YZ[\]^_` a`bcdZec fYg hhijklmnohiiYohpqnokjhmopqrsiihstrki

!"" !"
#

$!%! &

"

# '
(!

)
$*)+,( -.(,+,/,&
%%

0

#%
1

#!1 2

3
" %
'#
4 !

#
5

" '!

6
"

%%

0

#%
1

!" !

#
"
#

! %'

!
#!

%
#

6 !" !"!

$!%! &1
%

!" %
"

6 !" !

!%%
!2

78 9:;<=>=9:<=?@ A?<=<B CDA :?E 9C;>F:D=?@

G
H&
.IH $.JK&I/
/ !

!
" &3%#
6 $"
6

"

(!6 ! $!%! &1 #

!
1 "!
%%

!
"
!

(!L

6 "
'

!" %
"

2 "

%
"
1 2

!"
%%

/1%!

16 ! $!%! &1

! "
"

1 %%

!M
"

2
"!16 "
26 "
!

,' ! $!%! &1

! %!

"
6
#!1

'#
6 2
%!

"

"

!
1

!%%
!2

! #2

.

$!%! &1 "

"

(! #
2

" %

N%! !

! '
(!L

6 %%

%
'#!
6 $!%! &1
%!1#
2
!
6 !" !1 !%%
!2

!!1 %
"

%%

$!%!
&1 2
!
#!1
N
" 2
1"

# '
(!

%%

0
!
%!2

'#
' %!1#
!

"
"
!!
" $%
!

$!%!
&

%
2

' %!1#
!"

!2
1 ' !1
%!"

' !1 $!%! &1

)
.HH,/,GI.+ /&
K .IH (GIH,/,GI$.
/,(,$./,IO .HH&IH*K
.""!

#
!"
"
! %!

"
6

3
" !
! "#
!6 #!1 2

!
" 2

! $!%! &1 !" %%

6
!
2 "
15
%
'

3
#

6 !

3
#

P

6 !''#!

! ## !
!

3
#

Q6

%
'
!
%
1
3
#

#
$!%! &

#!1
3

' !
$!%! .""
"#6

#
'

2
!
" "

1 2

$!%! &1 !"
%%

!M
" "
!

6 "
2
6

6 !

!%%
!2

.1
!
" !""!

#
!" "
#

'!
!2

$!%! &1 !
!
!
"
(!
$!%! &

#!1 2

3
"
!

%!!
!

#
6 "
6 &"
*

#
PR&*+.SQ6

+

#
!

3
" 21 #!'!

!4

"

#
'

'
%
'
%"
!"

/
%%

2
#
! %!1
#
2

#!'!
!"
%!
$!%! &1
"

'
%"

(
$&(,.+,T&H &
U,(&
&V*,
&K&I/
,

!
$!%! &1
3

%
!
M
" %
'#!

3
#

!""

"
(! P
!

5 ##

%
'!
6 %
!
M
" "

1
3
#

6

%
'!
!"

3
#

Q6
$!%! &1 !"
%%

#!1

!

%!!
6 !"!

WXYZ[\]^ _^`abXca dWe ffghijklmfggWmfnolmihfkmnopqggfqrpig

!
"
#!
$
%%
!%#&

&
%
'

$
%%

(
&
'
!%

(
!

)
*+
,-./*-0. 01 0
)+
"
2
!

+

'

&

$

&

%' #

!

"#%

%%
$

4 *

2
!

+
'
%

!

(
&'
%

% #
!

5#

&#!

!

(
#!

&6

1 &
%

!
% %$

#%

(

2
!

+
'7
5#

+
809+
.-.8 :/; /.) 9+.<+
*

%$ &

#

' !

%
&

2
!

+
'7
&
$
%% (
&

& ('

2
!

+
' =

>? @ABCDEFG BFGHI@F

/
2 -,/
J / 0<.*
+2
+"+.*/*-9+
"#%

$
%%
/!!
#

"
#!
$
%%

! & #

&

!

"
#!
$
%%

!

&
*

/!!
#

$
%% (

(%

3

K ,

!
&

!6
K *

%'

%% "
#!
$
%% & 2
!

+
'
5#

6 &
K L#

$
"
#!
$
%% & 2
!

+

%
!(%

L
L<"-.+""
+9-+;"
"#%

#

#

(#

$ $

"
#!
$
%%
!
! '

*

$ $
%% !

%

2
!

+

!
& !
!
&

%
&

!

#
#%'

#
!#

#
& '

!
'

M? GFNDGC DO @DOCGP@C BPQFB P@CIHICR POS PSEIOIBCGPCIHF TFF NPREFOC

0.*
/ * "/:+" / *-9-*J
+20
*
+!
!%
& 5#
"#%

&

!
! %
!

'

U

"
#!
$
%% "#%

)

%

/&

&

&#

%

WX &'

&

!
!%
&
5#

/

# (

&
&
&%

#(

#
%
&#

5#
U

%
"#%

# #(

&
!

%
$

&
V

# !

%%
$

%&3

K 2
!

+
' .
U

'
"%
Y

$' )

V6
K 2
!

+
' 2
'
!% "

/&&
6 Z[\]^_`a bacde[fd gZh iijklmnopijjZpiqroplkinpqrstjjituslj

!
"

#"$% "&

" '(

"
(% )&&
$$

" *
%
+"
',(-

!",
.
%% )$$

&

',(-

/
( ,+$
& 0
$"
/
( ,+$
&

!",
.
%% )&($

1 )%
& &
0
,+$
.$
"
&$%
.$
"
2
& $

,
-
!,%

3 )04/'/!*
)*/5
1 / "$&
" 6" +
$," & $

$ "
&
& -
!",
.
%%7
+
!,%
.%%
&($

6 " !",
.
%% " %%
8,(
7 "&,$7 &
!

$ "
&
& "

$
*+
)&($

1 (,$ -
%,&
& 7 & "
&&
& "7 +

!,%
(
" +

$ ("
+ +
"
&

" "66$
+
)&($

1 *+
!,%
.%% $,-(
(
" !",
.
%% 6" +

"6 &($

6 $
&
+
""$% (,%%
& -
+
"% $%
$ "6 %%
8,(
7 "&,$7 & !

$ ,+$
&
-

$ ,&
+$ " &,

+ %
& 8,

(
$ $+",%&
"
+
!,%
9$ (
& !",
.
%%:$$

& " ,(-
+
(
(" & (,$ -

(%
& " +
&&
$$ -"

;)< )",$

-%
= "
(
&
%
"%%
"
!",
.
%%9$ ->
$,"
!",
.
%%9$ 1
&
(
$,"$

(
$
(,$ -

& " %
+ ?@ %
& &
$ 6
+

& "6
+ %
& 8,

!,%

$ " ""

.+ !",
.
%% ,&
$"$ ,&
+$ " "

$,
+ +
&($

6 $ & " %%
($ ,+$
& ,&
+$ "

/ +

+
!,%
$ &
%8,

,&$,
& &($

6 $7 !",
.
%%

$

$ +

+ "
% +$ " &
A

""$% $,-(
& -
+
!,%

$,-$
8,
$"%"
/ +

+$ " $
%%
& -

+

" " +

"9$
B" &
7 +
&($

6
(
.%% -
&,
" ("
+ &
$
6"( +

%%" &

CD EFGHIJKLMN JMOJMPMQGEGKRM

!",
.
%%S$ ),+"2
&

$ $ +
6 ",
(
T66

!,%
9$ ),+"2
&

$ +

$" (
& +
!,%
9$ ""$%
/6
!,%
9$ ),+"2
&

$
(
&,
+$ "7 !,%
(,$
"(%
"6
!",
.
%% .

UVWXYZ[\ ]\^_`Va_ bUc ddefghijkdeeUkdlmjkgfdiklmnoeedopnge

!" #
$%
#$ $%&'

(
()*+,
-./0.123 34 5622
0431 7313.3
0 7
83642 9:;
<= 0.>?6
60642 <= 3@
>44A0= /
84/?0=
?48.B
230= 12? 1884.2362C D/48
?./
0 12? D/18368
0 /
E

123 34 3@60 ;423/183 1/

0.>F
83 34

G1B6213642 >H 74./8
I
EE 4/ 3@
5622
0431 7313
(.?634/ J4/ 1 B626B.B 4J 06G H
1/0 J/4B 3@

2? 4J 3@60 ;423/183 .D42 3@6/3H KL ?1H0M 1?
128
24368
34 7.DDE6
/
,@60 8E1.0

G3
2?0 34
-1/3686D1362C N23636
0 10 63 /
E13
0 34 >.062
00 842?.83
? >H 3@13 -1/3686D1362C N2363H .2?
/ 3@60
;423/183

O
(77+PQ5NQ,
Q
63@
/ D1/3H B1H 1006C2 4/ 43@
/I60
3/120J
/ 630 /6C@30 4/ 4>E6C136420 .2?
/
3@60 ;423/183 [email protected] 3@
D/64/ I/633
2 8420
23 4J 3@
43@
/ D1/3H 12? 1 J.EEH
G

8.3 ?
1006C2B
23 1C/

B
23 7.8@ 8420
23 I6EE 243 >
.2/
10421>EH I63@@
E?
(2H D/4@6>63
?
1006C2B
23 I6EE >
62 1E6?

;
(5NQ*5NQ,7
(2H 1B
2?B
23 34 3@60 ;423/183 B.03 >
62 I/6362C 12? I6EE 243 >

JJ
836

.236E 63 @10 >

2 ?.EH
G

8.3 ? >H 3@
D1/36
0 *
R(+SN

T16E./
>H
63@
/ D1/3H 34 31A
183642 4/ 100
/3 12H /6C@3 .2?
/ 3@60 ;423/183 I6EE
243 >
?

B
? 1 I16

/ 4J 0.8@ /6C@3 62 3@

23 4J 3@
842362.13642 4/ /
D
363642 4J 3@

86/8.B03128
0 C6
62C /60
34 0.8@ /6C@3
(2H 0.8@ I16

/ B.03 >
62 I/6362C 12? 06C2
? >H 3@

D1/36
0 N
;UQ,
(;, ;U5-VN,N
,@60 ;423/183 /
D/
0 230 3@
84BDE
3 1C/

B
23 >
3I

2 3@

D1/36
0 Q4 43@
/ .2?
/0312?62C /
C1/?62C 3@60 ;423/183= I@
3@
/ I/633
2 4/ 4/1E= B1H >
.0
?
34 >62?
63@
/ D1/3H
T4/ 12H 842JE683 >
3I

2 3@
13318@
? -/4D401E 12? 3@
3 /B0 0
3 4.3 62
(/368E
0 9W 4J 3@60 ;423/183= 3@
3 /B0 4J (/368E
0 9W I6EE C4

NV(,+UQ7X+- UT ,XN -(
,+N7
,@
/
E136420@6D 4J 3@
D1/36
0 60 42
4J 62?
D
2?
23 8423/1834/0=
18@ J/

34 G
/860
F.?CB
23 12? ?608/
3642 I63@ /
C1/? 34 3@
842?.83 4J 3@
6/
/
0D
836

>.062
00 0
,@60 ;423/183 ?4
0 243 8/
13 1 D1/32
/0@6D= F4623

23./
= 4/ 12H 43@
/
/
E136420@6D 0.8@ 10 B103
/W0
/
123= 4/ D/6286D1EW1C
23

Y
Z%' Z#'

7.DDE6
/ B.03 62?
B26JH= ?
J
2?= 01

= 12? @4E? 74./8
I
EE 12? 630 -1/3686D1362C N23636
0=
628E.?62C 3@
6/ 1C
230 12?
BDE4H

0= @1/BE
00 J/4B 12H 8E16B0 4/ 81.0
0 4J 183642= 628E.?62C
1334/2
H0M J

0 628.//
? >H 74./8
I
EE 4/ 630 -1/3686D1362C N23636
0= 1/6062C 4.3 4J 3@

7.DDE6
/M0
2 CE6C
28 = I6EEJ.E B60842?.83= 4/
64E13642 4J E1I= 62 3@

84./0
4J 3@
6/ D
/J4/B128
4J 3@60
;423/183 >H 3@

0.DDE6
/ 4/ 630 1C
230 4/
BDE4H

0[ 3@60 62?
B26J6813642 628E.?
0 62F./H 4/
?
13@ 34 D
/042K0L 4/ D/4D
/3H 1EE
C
? 34 .2?
/ 3@60 ;423/183

74./8
I
EEM0 /
0D4206>6E63H I6EE >

/2
? >H 3@
7313
4J 5622
0431M0 ,4/3 V61>6E63H (83 K5622
0431 7313.3
0 ;@1D3
/ \::L 12?
43@
/ 1DDE681>E
E1I

]^_`abcd edfgh^ig j]k llmnopqrslmm]sltursonlqstuvwmmlwxvom

!
" #$" %
!" !%

! &#
%'( !
#%(
#
'%

%'( %"

!%
$#

"
) (
'
'

%$ %

#! %'(

*
!#'#
$

!!
(
'
!
!

+!%

#
!

$%
#%

(
'

$# !% ! ($ !#

,-. /012345246 7868 938:6;:2<

=>>?@
A BCD E=AF
G
?? H=IJ FEH>?K G@JL JL
'@CC
IEJB (E

ACH
CJ %BJB ABFJ@F
I FJ"
'@CC
IEJB JBJ=J
I !LB>J
A M" BI @J B>>?@
I JE B?? DBJB >AE
@D
D NK EA >AE
@D
D JE E=AF
G
??
=CD
A JL@I !ECJABFJ BCD BI @J B>>?@
I JE B?? DBJB FA
BJ
D" FE??
FJ
D" A
F
@

D" HB@CJB@C
D" EA
D@II
H@CBJ
D NK JL
=>>?@
A =CD
A JL@I !ECJABFJ

,O. ;462PP2:6Q8P 9309236RS 9QTP;:;6RS 583U26;4/S 847 24703<25246

!#

M
VWXYZ [\ ]^_`Ya`b %=A@Cc JL
J
AH Ed JL@I !ECJABFJe
B
E=AF
G
?? cABCJI JE =>>?@
A B AEKB?JKfdA

" GEA?DG@D
" CECf
gF?=I@

A@cLJ BCD
?@F
CI
JE =I
JL
JABD
HBAhiIj >AE
@D
D JE =>>?@
A NK E=AF
G
?? @C BD

AJ@I@Cc BCD
>AEHEJ@ECB? HBJ
A@B?I dEA JL
>=A>EI
Ed HBAh
J@Cc E=AF
G
??*I A
?BJ@ECIL@> G@JL
=>>?@
A

N
=>>?@
A cABCJI JE E=AF
G
?? B AEKB?JKfdA

" GEA?DG@D
" CECf
gF?=I@

A@cLJ BCD
?@F
CI
JE =I
=>>?@
A*I JABD
HBAhI @C BD

AJ@I@Cc BCD >AEHEJ@ECB? HBJ
A@B?I dEA JL

>=A>EI
Ed HBAh
J@Cc =>>?@
A*I A
?BJ@ECIL@> G@JL E=AF
G
??

]^k^Z`l m^noZ [\ pqrs^_`Ya`
L
A@cLJ BCD ?@F
CI
cABCJ
D L
A
@C @CF?=D
I B ?@H@J
D A@cLJ
Ed
BFL >BAJK JE cABCJ I=N?@F
CI
I JE JL
@A A
I>
FJ@

I=NI@D@BA@
I" D@IJA@N=JEAI" D
B?
AI"
A
I
??
AI" HBAh
J@Cc A
>A
I
CJBJ@

I" BCD Bc
CJI iFE??
FJ@

?K t
AH@JJ
D =N?@F
CI

Iuj @C
BD

AJ@I@Cc BCD >AEHEJ@ECB? HBJ
A@B?I dEA JL
>=A>EI
Ed HBAh
J@Cc JL
BAJ@
I* A
?BJ@ECIL@>
JE BAJ@F@>BJ@Cc CJ@J@
I
CK I=N?@F
CI
cABCJ
D G@?? N
I=Nv
FJ JE JL
J
AHI BCD FECD@J@ECI
Ed JL@I AJ@F?

BFL >BAJK G@?? N
A
I>ECI@N?
dEA BCK NA
BFL Ed JL@I AJ@F?
NK BCK Ed JL
@A
A
I>
FJ@

I=N?@F
CI

wa`x yqXs^Zz {[YZW[sb
B

@JL
A >BAJK HBK B?J
A JL
EJL
A >BAJK*I JABD
HBAhI dAEH JL
dEAH >AE
@D
D
BCD H=IJ FEH>?K G@JL A
HE
B? A
|=
IJI BI JE I>
F@d@F =I
I Ed @JI JABD
HBAhI EA
?EcEI

N
BFL >BAJK BcA

I JE =I
" BCD JE FB=I
@JI
AH@JJ
D =N?@F
CI

I JE =I
" JL

EJL
A >BAJK*I JABD
HBAhI EC?K @C cEED dB@JL BCD @C B D@cC@d@
D HBCC
A FECI@IJ
CJ G@JL
}~
~ } }

!
"
# $%
# #
%

&
%#' (

&
%#'

$%
# #
%

&

)%
#
$%)) &

%#

*
+,-./012/30
"
#

%#%
#

% 4
#

#

#(
( %#)%#'
5 %
6&)%
#

( $%))

)) 7
!

%'#'
( $
&%
(
#
)%!
&
%#'

)
'
8 9
%#' 6

$
))

:%#

)
'

)%
$% &

#%)
#
9 %#%#';
6)%

# ))
!
%#' #

%
#)
%)( %#)%#' %'#'
(

%
& 6

$
))(
%

%
%#'
6
$
))
$%
# %
%
#

<
5"<=>4>7?
@# &)%%
'%#'
&A

% 4
# #
&

)

$%
%
$%
#

)

@
%B

5&)%% %#)
#
%
(
%#

%
#) )
(

)

(

(

( %'#( # % %) &)% #
%

&

6)%
%#%
%))
A
%#) $%

(
# &
#
( $%

' ( &)%%
#(

%

%

)%#'

% 4
#

4 C@
DE7>FG
@# %

%%#'( !
%#'(

$% 5%%%#' E#%%
&

& 6

$
))
6 # ))

)
H

6
$
)) 6)%
I

)

#
@ %#%
%'#

% 4
#

I
EFIJ
6ECEF7
7
6)%
#
)% 6

$
))
#

% EH%
#(
5
(
6

%

KLM NOPQRSTSN UVWX YZRT[\T]^TOSX VS\ PQSZQ

7
&#%

#

) )$

C%##

$%)) '

# % 4
#
_
#

)) )
')

%#' %%#'

% 4
#(
% &
( &
%#

%

%# 7
4 #( C%##

)
%# `
' `))( C%##

KaM bOR]Q cVYQZRQ

F
%

% 4
# $%)) &

)

#%&)

)

)
&

#%%
#
&

#

#&)

#
)
@

)%#' #

%

%%
#

$%
# #
%

)

KdM [QPQRVeTUT^f

>
#

%%
#

% 4
# %

# &

# A%%%
#
&
%))
')(
#
#

&)
(

%
# &
%
$%)) &

)%

))
&)%'%
# %%#'

%%
#
>

%#

% 4
# % &)

&
%#'

( % $%)) #
&

&

%#%
#

%#%#' # &

))

ghijklmn onpqrhsq tgu vvwxyz{|}vwwg}v~|}yxv{}~wwvyw

!"#

&
'(
)*
+&,-(
./0123 45
4 06 78 4519 -7240:;4< 45
=:041
9 >1?? 6721470 =
08706:2;
:2@
:@@0
99 /20
97?

@ ;7240:;4 199/
9 :9 87??7>9A

BCDEFEGHDECIJ K5
=:041
9 6/94 =076=4?L 27418L
:;5 745
0 78 :2L M27>2 @19=/4
:2@
>70M 12 377@ 8:145 47 0
97?

9/;5 @19=/4
>14512 : 0
:972:N?
=
017@ 78 416

O8 2
;
99:0L<
P7/0;
>
?? :2@ 45
P/==?1
0 >1?? Q7124?L @

?7= : 95704 N01
8123 @7;/6
24 45:4 @
9;01N
9 45
199/
R9S< 0
?

:24 16=:;4< :2@ =79141729 78 N745 =:041
9
TUGHVHDECIJ O8 =:041
9 :0
/2:N?
47 0
97?

45 199/
12 : 416
?L 6:22
0< :9 9=
;181
@
:N7

<
145
0 P7/0;
>
?? 70 P/==?1
0 6:L
9;:?:4
45 0
97?/4172 78 45
199/
47 : 5135
0 ?

? 78 6:2:3
6 24
K5
P/==?1
0 >1?? 5:

;:?
2@:0 @:L9 47 ;/0
:2 7/494:2@123 199/

WXYFCYZHIGX [\EVX ]EU^_DX EU WXI`EIa
,74>14594:2@123 45

b194
2;
78 : @19=/4
< 45

P/==?1
0 6/94 ;72412/
>1457/4 @
?:L 47 ;:00L 7/4 :?? 78 149 0
9=7291N1?141
9 /2@
0 45

-7240:;4 45:4 :0
274 :88
;4
@ NL 45
@19=/4

O8 45
P/==?1
0 8:1?9 47 ;72412/
>1457/4 @
?:L
47 =
08706 149 0
9=7291N1?141
9 /2@
0 45
-7240:;4< 12 45
:;;76=?1956
24 78 :?? /2@19=/4
@
>70M< P7/0;
>
?? 6:L 4
0612:4
-7240:;4 :9 94:4
@ 5
0 12

c
.()&deK &,.
(+(.O(P
(145
0 78 45
87??7>123 ;729414/4
9 ;:/9
47 @
;?:0
4519 -7240:;4<
70 :2L ':041;1=:4123 (2414L 70@
0 /2@
0 4519 -7240:;4< 12 @
8:/?4A

,72=
08706:2;
78 ;7240:;4/:? 0
f/10
6 249< 70

& 6:4
01:? N0
:;5 78 :2L 4
06 70 ;72@14172 78 4519 -7240:;4

K5
=:04L ;?:16123 @
8:/?4 6/94 =07
1@
>0144
2 2741;
78 45
@
8:/?4< >145 ;:?
2@:0 @:L9 47
;/0
45 @
8:/?4
O8 45
@
8:/?4 0
6:129 :84
0 45
7==704/214L 870 ;/0
< 45
272g@
8:/?4123 =:04L
6:LA

h (b
0;19
:2L 0
6 @L =07
1@
@ NL ?:> 70
f/14L< 70
h K
0612:4
45 -7240:;4 70 :2L =704172 45
0 78< 12;?/@123 :2L 70@
09 199/
@ :3:1294 45

-7240:;4

i $
%!

(jdO
(+(,KP
&4 149 7>2
b=
29 < P/==?1
0 6/94 6:124:12 129/0:2;
=7?1;LR1
9S 12
88 ;4
:4 :?? 416
9 @/0123 45
=
08706:2;
78 4519 -7240:;4 >145 129/0:2;
;76=:2LR1
9S ?1;
29 @ 70
:/45701k
@ 47 @7 N/912
99 12 45
P4:4
78 +122
974: 5:
123 :2 l&+ c(PKm 0:4123 78 &g 70 N
44 0<
>145 ;7

0:3
:2@ ?16149 78 129/0:2;
274 ?
99 45:2 45
87??7>123A

nCYoXYUp qCZ^XIUHDECI HI` TZ^VCrXYpU sEHtEVEDrJ
u70M
09v -76=
29:4172A &9 0
f/10
@ NL :2L :==?1;:N?
?:> 70 0
3/?:4172

(6=?7L
0w9 e1:N1?14L O29/0:2;
A 6/94 N
=07
1@
@ 12 :67/249 274 ?
99 45:2 ?194
@ N
?7>A
+1216/6 ?16149A
xyz{|}~ y
x x

!" #$" "

%
!" !&

!" #$" " '
'

&%!
"

!" #$" " '
'

()**+,-./0 1+2+,/0 3./4.0.56 7289,/2-+: ;$%%!
<!! &
'$

=
'

%

' <

$

'' &$'

'$ #

&'
!
''

>'$
;

' ?

@A>;?BC D
&&
! E

! F !
" G
&
DE @

<

H$
!

I
&&$&

=
&$'
!$

! !
" '=

& %
&'
'
%

'
!" #$" %
%

" &=

%

' %
$
'J
&%!

%

' !$=
'
$

$! ! !
" !K

$! ! !
" %
'
! #$"

'=
#$"
I!!
H$
!&
'

&'

'

=
&$'

&

$=

' D

L&$& F&
'M

$

N
!" >#$" O
%

" P&=

O
'
! I

'= >#$"
==
=

%
$
' ! !
"J
&%!

%

'
=

! ==
=

()**+,-./0 Q95)*)4.0+ 3./4.0.56 7289,/2-+: P$=

' D

;$%%!
<!! &
'$

= !!
<

J
<
$

&
!
'
!&
'

! !
"

!
''

!
<
R

=
&$'

'$ #

&'

!
''

>;? N$'
'' I$

=
G
& DI @

<
C

H$
!

L&$& F&
'M

&
'=!
!&

S
T*4,+00/ 7289,/2-+
P$=

' D

;$%%!
<!! &

$&
!!

U&%!
"
V' F !
" D
&&
! E

! F !
"
D
&&
! I$

&
!

L&$& F&
'M

W,)X+88.)2/0YZ+-[2.-/0\ ],,),8 /2^ _*.88.)28\ /2^Y), `.8-+00/2+)98 W,)X+88.)2/0

3./4.0.56
P$=

' D

;$%%!
<!! &

!! !&'

;$%%!
&"

&
!
=!!"
!=

%"
'$!
=

& "
$!
!!
=

=!=

&''

!

;$%%!
V' %

''
! '

'
H$

$

' D

L&$& F&
'M
%
!&

a $! ==
=

bcdefghi jiklmcnl obp qqrstuvwxqrrbxqyzwxtsqvxyz{|rrq|}{tr

!" #
$
%
&
'
(!)
!

*+,-./ 01
0 ,2 34 01-5 63.0,7809
:+;;<-
, =-<< 27-.07-. 83

,7/
43, .
0=3,> 5
8+,-0? 7.@ ;,-
78? <-7A-<-0?
B1
83 ,7/

27? A

.@3,5
@ 3. 7.301
, 43,2 34 <-7A-<-0? 83

,7/
3, =,-00
. 3. 7 507.@7<3.

;3<-8?
B1
-.5+,7.8
2+50 83

, 8<7-25 =1-81 27? 7,-5
4,32 47-<+,
34 :+;;<-
,C5
5 8+,-0? ,
5+<0-./ -.9 A+0 .30 <-2-0
@ 039 832;+0
, 70078>59 +.7+013,-D
@ 788
559
@-58<35+,
34 .30 ;+A<-8 @707 E -.8<+@-./ A+0 .30 <-2-0
@ 039 83.4-@
.0-7< 3, ;,-
70 -.43,270-3.9 0,7.52-55-3. 34 7 832;+0
,
-,+59 3, @
.-7< 34 5
,
-8

F-.-2+2 <-2-05G
H99 ;
, 388+,,
.8

H99 7..+7< 7//,
/70

I7-<+,
34 :+;;<-
, 03 27-.07-. 01
,
J+-,
@ -.5+,7.8
=-<< 83.50-0+0
7 270
,-7< A,
781
.0-0<-./
:3+,8
=
<< 03 -22
@-70
<? 0
,2-.70
01-5 63.0,780 43, @
47+<0

K
6L
BMIM6NBL: OI MP:Q
NP6L
R,-3, 03 8322
.8-./ +.@
, 01-5 63.0,7809 :+;;<-
, 2+50
4+,.-51 03 :3+,8
=
<< 7 8
,0-4-870
34 -.5+,7.8
9 75

-@
.8
34 01
-.5+,7.8
,
J+-,
@ +.@
, 01-5

63.0,780
R,-3, 03
S;-,70-3. 34 01
;3<-8?T-
5U9 ,
.
=7< 8
,0-4-870
5 2+50 A
27-<
@ 03
:3+,8
=
<<9 01 :0,

0 P3,01
7509 R
O
K3S V9 :07;<
59 FP WXYV 3, 5
.0 03 01

:3+,8
=
<< :+;;<-
, *

<3;2
.0 [email protected],703, 755-/.
@ 03 01-5 63.0,780
B1
8 ,0-4-870
5 2+50
A
5-/.
@ A? 7 ;
,53. 7+013,-D
@ A? 01
-.5+,
,T5U 03 A-.@ 83

,7/

3. 01
-, A
17<4

I7-<+,
03 ,
J+
50 8
,0-4-870
5 34 -.5+,7.8
A? :3+,8
=
<<9 3, 47-<+,
34 :+;;<-
, 03 ;,3
-@

8 ,0-4-870
5 34 -.5+,7.8
9 -. .3 =7? <-2-05 3, ,
<-

5 :+;;<-
, 34 -05 @+0-
5 7.@ ,
5;3.5-A-<-0-
5 -.
01-5 63.0,780

6 N**MBMOPNZ MP:Q
L* LP*O
:LFLPB NP* R
MFN
[ NP* POP\6OPB
MKQBO
[
MP:Q
NP6L 6ZNQ:L
:+;;<-
, 7/,

5 03 <-50 :3+,8
=
<< 7.@ -05 R7,0-8-;70-./ L.0-0-
59 -.8<+@-./
01 -, 344-8
,59 7/
.059 7.@
2;<3?

59 75 7. 7@@-0-3.7< -.5+,
@ +.@
, 01
:+;;<-
,C5 8322
,8-7<
/
.
,7< <-7A-<-0? -.5+,7.8
;3<-8? =-01 ,
5;
80 03 <-7A-<-0? 7,-5-./ 3+0 34 780-
-0-
59 ]3;
,70-3.59^ 3,
]=3,>^ ;
,43,2
@ A? 3, 3. A
17<4 34 :+;;<-
,9 7.@ ;,3@+805 7.@ 832;<
0 @ 3;
,70-3.5 34
:+;;<-
,
B1
;3<-8? ;,3
-5-3.T5U 3,
.@3,5
2 .0T5U 2+50 4+,01
, ;,3
-@
0170 83

,7/
-5
;,-27,? 7.@ .30
S8
55 3

, 3, 83.0,-A+03,? =-01 7.? 301
,
7<-@9 7;;<-87A<
9 7.@ 83<<
80-A<

-.5+,7.8
3, 5
<4\-.5+,7.8
-. 43,8
43, 01
7@@-0-3.7< -.5+,
@5

*
_NM`L
OI :QK
OaNBMOP
:+;;<-
, =7-

5 7.@ 2+50 ,
J+-,
TA?
.@3,5
2 .0 3,
301
,=-5
U 7<< -05 -.5+,
,5 03 =7-

5+A,3/70-3. ,-/105 7/7-.50 :3+,8
=
<< 7.@ 301
, 7@@-0-3.7<
-.5+,
@5 43, <355
5 ;7-@ +.@
, 01
-.5+,7.8
;3<-8-
5 ,
J+-,
@ A? 01-5 63.0,780 3, 301
,
-.5+,7.8
7;;<-87A<
03 01
:+;;<-
, 3, -05 5+A83.0,7803,5
B1
=7-

, 2+50 7;;<? 03 7<<
@
@+80-A<
5 7.@3, 5
<4\-.5+,
@ ,
0 .0-3.5 7;;<-87A<
03 01
,
J+-,
@ 3, 7.? 301
, -.5+,7.8

27-.07-.
@ A? 01
:+;;<-
, 3, -05 5+A83.0,7803,5
_1
,
;
,2-00
@ A? <7=9 :+;;<-
, 2+50
,
J+-,
5-2-<7, =,-00
.

S;,
55 =7-

,5 34 5+A,3/70-3. 7.@ -.5+,7.8
8<7+5
5 4,32
781 34 -05
5+A83.0,7803,5

bcdefghi jiklmcnl obp qqrstuvwxqrrbxqyzwxtsqvxyz{|rrq|}{tr

!
"

#

"

%
&'(')* +
,-'+
. /0 )%'*
12)+34) 432 /
(
) /0
')%
+ 5+1
'.'26 3 5+'(3+0 51&'40 1+ '2 41(/'23)'12 7')%
-(/+
&&3
84 ** &'3/'&')0 51&'409'
*:; 1+ *
&<!'2*-+
. +
)
2)'12

=>? @ABCDEFG@H

I
"#
J

+
'4
* 5+1
'.
. -2.
+ )%'* 12)+34) (-*) 41(5&0 <-&&0 7')%
355&'43/&
<
.
+3& &37* 32. +
6-&3)'12*; 32. 7')% )%
&37* '2 )%
*)3)
* 32. 5+1
'24
* '2 7%'4%
)%

+
'4
* 3+
*1&.

-55&'
+ (-*) (3'2)3'2 3
3&'. 32. 4-++
2) *)3)-* 12 3&& +
,-'+
. <
.
+3&;
*)3)
5+1
'24'3&; 32. &143& &'4
2*
*; /12.*; 32. 5
+(')* +
,-'+
. <1+ )%
15 +3)'12 1< )%

/-*'2
** )%3) )%

-55&'
+ 412.-4)* 7')%
1-+4
7 && 32. K3+)'4'53)'26 2)')'
*

LM? NFGOPQCR@ST UHNFPBHGRT AP VQVCHGVEAG @HPREWE@FREAG

-55&'
+ 4
+)'<'
* 32. 73++32)* )%3) ') '* 21) '2 /32X+-5)40 1+ )%3) ') %3* 5+

'1-*&0 .'*4&1*
. '2
7+')'26 4
+)3'2 '2<1+(3)'12 )1
1-+4
7 && +
&3)
. )1 /32X+-5)40 34)'12*

< 3) 320 )'(
.-+'26
)%'* 12)+34)
-55&'
+ .
4&3+
* /32X+-5)40;
-55&'
+ (-*) '((
.'3)
&0 21)'<0
1-+4
7 && '2
7+')'26

-55&'
+ 4
+)'<'
* 32. 73++32)* )%3) 2
')%
+ ') 21+ ')* 5+'24'53&* 3+
5+
*
2)&0 .
/3++
.;
*-*5

2. .; 5+151*
. <1+ .
/3+(
2); .
4&3+
. '2
&'6'/&
; 1+
1&-2)3+'&0
84&-.
. <+1( 5+16+3(*
15 +3)
. /0 )%

)3)
1< '22
*1)3Y )%
2')
.
)3)
* <
.
+3& 61

+2(
2) 1+ )%
323.'32
61 +2(
2); 3* 355&'43/&
Y 1+ 320 K3+)'4'53)'26 2)')0

-55&'
+ 4
+)'<'
* 32. 73++32)* )%3)
2 ')%
+ ') 21+ ')* 5+'24'53&* %3

2 412
'4)
. 1< 3 4+'('23& 1<<
2*
+
&3)
. )1 )%
*-/Z
4)
(3))
+ 1< )%'* 12)+34)

-55&'
+ <-+)%
+ 73++32)* )%3) ') 7'&& 5+1
'.
'((
.'3)
7+'))
2 21)'4

)1
1-+4
7 && '< )%'* 4
+)'<'43)'12 4%326
* 3) 320 )'(

L=? CPA[EVEAGV WAP GAG\QGERHU VRFRHV WHUHPFD HGRERS CPA@QPHBHGRV QGUHP QGERHU VRFRHV WHUHPFD F]FPUV AP AR^HP F]FPUV

K3+)'4'53)'26 2)')'
* )%3) -*
2')
.
)3)
* <
.
+3& 6+32) 1+ <-2.* )1 5-+4%3*
611.* 1+
*
+
'4
* <+1( )%'* 12)+34) (30 /
*-/Z
4) )1 3..')'123& +
,-'+
(
2)* '24&-.'26 )%

5+14-+
(
2) *)32.3+.* 1< )%
2'<1+( .('2'*)+3)'

,-'+
(
2)*; 1*) K+'24'5&
* 32. -.')

,-'+
(
2)* <1+
.
+3& 73+.*;

_
K3+)'4'53)'26 2)')'
* (30 %3

3..')'123&
+
,-'+
(
2)* /3*
. 12 *5
4'<'4 <-2.'26 *1-+4
)
+(* 1+ 412.')'12*
I')%'2 )%'* +)'4&
; 3&&
+
<
+
24 * )1 `<
.
+3&a *%1-&. /
'2)
+5+
)
. )1 (
32 )%
2')
.
)3)
* <
.
+3& 61

+2(
2)

%
<1&&17'26 &'*) 12&0 355&'
* 7%
2 3 K3+)'4'53)'26 2)')0 344
**
*
-55&'
+b* ,-'5(
2);
K+1.-4)*; 1+

+
'4
* 7')% 2')
.
)3)
* <
.
+3& <-2.*

c K$"
$KK$

84
5) 3* 1)%
+7'*
5+1
'.
. -2.
+

_ d; 3&&
412)+34)* )%3) (

) )%
.
<'2')'12 1< `<
.
+3&&0 3**'*)
. 412*)+-4)'12 412)+34)a '2

_ d!
efghijkl mlnopfqo res ttuvwxyz{tuue{t|}z{wvty{|}~uut~wu

!! "#
!"

" $ %
&

'()
$*+,-
"

.
/0

" $(- 2/
/! #
1!! "#3 * &
4-
4- %
&

'- 4($)4( % !
- !
4,-

+# /0

" 5- 26

7
/0

" $(

7 /
/! #
1!! "#-3
!

7
"
7 $ %
&

' (- 2188
8 &

" % " % !
9" 7"- /

/! #
1!! "#- :
!"
8 ;+ "
3 <

!! "#
"! "

"
+# "
8 "

=
:6>?@)=6%1A 6%<- 6@ 6B/A:/: *$ C
@
%
' $)$D,
E

+# 8

"
!" 7"
7 - !"
" "
0
8 F- ."

+# )
8 "

!"
8 " !
.

:
)= 6 *$ C
@
%
'
$)$$-
$()$D, !!

+# :
!"
8 ;+ " "
7 *4 %
&

' -
2;+ " @
"
9"
6!!+
% " %

"7 &

"# &

% " 3,
? "

.

- " " +
"

!# .7

+ "
"

"

7 .7
!
8

@
"
"# 8 ;+ "
?

- " " +
"

!#
.7

.

G
<

"
# !
!# 8

""

!"

7 .7

:
!"
8 ;+ "

<

."
" " + " +

!
8

"
<

"
# "
! " !

" "
! "

8 " ."
7 7
#
<

!"
8 " !
.

% !

26)HG+G3 6 *$ C
@
%
' $,- !!

+# :
!"
8 ;+ "
"
7 *4 %
&

' - 2% " "
@+ " " 9+ =
7 " 9+ E "G
&

E

" 9" +# ; " I" 8"

@
3,
<

6 !"

" " " +"
!
+
!"
+

8"
7- +# #
- # !
"

! #

" - !
- " "
!" 8 !+ . "G- 7

! # !" 8

!
.

"
# "
! "
!

" "
! "

8 " ."
7 7
#
@!!
" +

!
.
!!+
:
)= 6 !"

%
%1A<
6%< E1
H J1C
@ 6A: @6&/<K @<6A:6
:@ 6%< *$ C
@
%
' 5)5D,
E

!!+
- " ."

"
#
0
8 F-

! #
8

" + "
"

!"
8 " !
.
$
C
@
%
'' 5
5$- !!

+# :
!"
8 ;+ " "
7 *4 %
&

' ,

" $ C
@
%
' 5 8

6-

" " +
"

.7
8

"#

+ "
"

+ 8
"
. "G .

G 8 $
"
E "G
0

8

"
. "G .

G !
"+
!"

. "G
" !

"
8

+ "
8 !# 8 "
" . "G

0
8 $

. "G .

G
<

"

8 $ C
@
%
' 5$ "
!!+
"
. "G
!"

+ "
" "

+
"

. "G ""
7 "

" . "G7
.

"
"#-
L"
"
7
"
<

!!#

!"

8 !!
"
" " "
"
"#
+

!
"G
- " " 8 " "! " " " 8 7

<
!"

MNOPQRST UTVWXNYW ZM[ \\]^_`abc\]]Mc\debc_^\acdefg]]\ghf_]

! "

%

!

(

%%

! #$
(
%%
!$%
& '
!
$
'

!!) #$

%
'$!

'
% (

%
%

*$
'

!
!

,-./# /0 ,1231/,01# 45+3 61+3
5 "01/
5"/ 0
5-
33431/
,

%
(

'

7 $&
&

'

8 $
9 "
:

; <
=
>

!$

(!
!

(

!'
%% $!
!! '

&
?

&
&

!$!

$

!)
!!&'

'

@

%
'

%)
!

(A $

7 $&
&

'

)8

!$

'$!
'
% (

*$
'

! 9 "
:

; <) 7
&
!
,

! 4

0&
?

!
#'
%% B$!
!! :'! 6
-

'

-

!) "

!
"

'

!)8

'
%
'

&
&$%

! !!$

(
&
&

#$

%

!

'

(

%%

! #$
(
%%
!$%
& '
!

$
'

!!) #$

%
'$!
'
% (

%
%

*$
'

!
!

3 "C351 5,
5"/ =< 6
#
"
; 9<D99E
> 51+ /.3 :3+3
5C F5/3
G0CC6/,01 "01/
0C
5"/ = 6
#
"
; HDI9>
"

!
!$&

!
'$
!
@
!! JH)
*$

%
(

&

'
% (

%%

%
%
!

!)
!
&$%

!
!!$

$!$

5 5
=< 6
#
"
; 9<D 99*>

:

% F

G%%$

"
% 5

!
'

= 6
#
"
; HD I9>
2%

! '$!

(
&
&

&
% 0

3
'

% G

5&
=3G5>

%

!

'
! "

(%% '
% (

%
%

*$
'

!

:
+3B5
431/ 51+ #6#G31#,01 =3K3"6/,23 0
+3
# H<L 51+ IL>
5

(

=!

"
:

; I
> '$!

'

! %!

'

(

@%$!!

#!

' 5(
4

&
'

=#54>)

(

04B &$
%
!

"
:

'
%
'

3@
$

0
! H<L = "
:

; LI "'

)

IL>
IL =
"
:

; LIL "'

)

H>) 7+

'

#$!

!
8 #54 3@%$!!

!

'
!

!

) !$!

)

(!

@%$

&

!)
! (
%%
!

!
%

%&%
$
!

$

&$%

$

3@
$

0
H<L
#$

%

!

!

%

) !$!

)

!

'

)
%

%&%
)
%$

%
@%$
'

'

&

-
BM
+ 51/,DC0BBM,1- 5431+431/) 5# 5431+3+ = 6
#
"
; H>
#$

%
! '$!
%

!
#$

%
! '$!

! &
?

%$
&

&
%$

'
%

&
)
'
'
"&
!!)

'
%

"&
!!)

'
%

'
'

"&
!!

(

%

) &

)

(

6
#
"
; H
#$

%
! '$!
!%!

%& (
D

% $!

A
!
%

(

%
(

#$ !%!$
!

(

'

$

%
(

#$

%
! '$!
%

!

NOPQRSTU VUWXYOZX [N\ ]]^_`abcd]^^Nd]efcd`_]bdefgh^^]hig`^

! "#
$
%&
$"# "#
'
(!")*

!+ (%
!%
!" ,
-
.
/
0 12

3 4/5
6 47487958
4:-9
4;487.
7 "#

<"
!" &&

.&&
%" %&
$"#
"#

"
!"!

%
!"
"
! /
=

0

7#
.&&
>"#

">

"# " " $
" !

/
=

0
> &
>

>"

+ !"

+ !"

%" >!
<&
!"

&"
"

!! >! !

&" &&

! "#
&
!!+ % ""

9 484
?@ A5*9/@ (86 /58.4
B(7958 (/7 /5;A*9(8/4
7 "#

<"
!" &&

.&&

%" %&
$"# "#
% ! "
" ! ! &

"!+ "
!
+

>>
!
$##

!" !
! "#
" "

!
+
!

"! & !
! %& !
$"# "#
4!
+
A

! /!

"! ("

C
'-@ (;4
9/(8 A
5B9.958. /5;A*9(8/4
7 "#

<"
!" &&

.&&
%" %&

$"# &&

&
! > "#
'
(%
! ("
A#
%
! !
$"# "#

'
(%
! (" %" >$ "#
&&

&
%
!"
!+ > >

! &
!
%&
""!

D
(//4.. 75
4/5

6. , /
=

0
E2
.&&
+

"# "
"#F

&

!" "

> >

+
!
%" #

" !

G %
!" & &
!

> .&&
"# "

"
&
"!
!" " .&&
H # +
> "
+ "! !

"# /!" " > "#
&&
> % G!+ "
< %! "!
<
&" ! " !&"!
7#

+#" !
"%

!
!

" .&&
H &
!!
> "#
&&
>
!"

$ ! !
"!+ " # %
!"

*
A
5/-
4;487 5=
4/5B4
46 ;(74
9(*. , /
=

0
2
( !!)>

!""
"# "
" "
+
!
+
!
> &"

! > " "
! " !" " %" %&

$"# .
"! E > "#
. I "
6& (" %
!

/!

"!
!

("
7#

%
!" > .
"! E !
&!+ !
"
%
+! "
!
+
!
> "#
4!
!%
!" A"
"! (+
!
,4A(2 " J /
=

0 J "# " !" ! "#

#+#
" &

!" +
>

% "
& "

!"
!" $"# % !" !!+
"> "

> %&
""! $#

"#
&#
&
> "#
"
%
<

K "#

> "#

!""

!+ "#
&

!+ >

KL &!+
$ "
% ! +
%
!"

! % !!
"# " % <%F

!
+
!

L
!
"
#!+ ! >>% "

&
%
!" &+ % > &
%
!" >

% "

!">
! "#
4A( +
!

;
=464
(* .4(*,.2 *5?5. (86 =*(?.
7#
.&&
!!"
"#

,2 +
"

&"! > > + G
!

> =

+
!
>> $"#" &
> &
) &&

8 85 5'*9?(7958 '@ =464
(* ?5B4
8;487
7#
-
.
>

+

!%
!" !" & "
"
"# /!" " !
&#

A "& "!+ 4!""
! !"
M
" " !

+ "!
NOPQRSTU VUWXYOZX [N\ ]]^_`abcd]^^Nd]efcd`_]bdefgh^^]hig`^

! " #$ %&

$
#

! # '

& ! (
'
)

# &

# &
*
+ &

,-
./ 0
.12 .32 0.4%" ,
0 .1214"35 %5.5"/"35% ,

"4.5"2 .)5%
5

)

6 7
+!
1
%
)
8.+'

'
+
(
0
)' +
%
'
9

%&

! )

# &

! " #

0"2"
.4 2";5
5
%&

(
<+
=&

#'
( #
(
+

+

">'
(

+

&+
+
=&
#
+

>
$ &+
+7

$ +

(

?
),304@)5% ,0 @35"
"%5
5
%&

'& (#
1 %
,((

( -

$
%&

7 $ +

! " #
( )

#

+

+ 7
6 & +

)

&

(
(

8
+

+ )
0
9
5
%&

'&
>

&

(

7 ! &((

+

1 %
,((

( -

$ %&

7 $ +

! " #

&

(
A +

+
# ++
(
'

=&

+

1 %
"B")15@C" ,
2"
D
5
%&

$ + &

$ '&
'# 7 1
%

,
+

D + 1
%
47

7 +

(

+ &
+
+& +
! *

+ 7

,E@;@5@,3 ,3 )"

5.@3 5"4"),//13@).5@,3% .32 C@2", %1
C"@44.3)" %"
C@)"% ,

"?1@
/"35
5

>

$ %&

(
+&
!

' ( )

7
'# 7

'
( )
0 F
G

5 2,/"%5@)

"0"
"3)"% 0,

,)1
"/"35%
5

>

$ %&

(

+&
!

' ( )

7
'# 7

'
( )
0 F

HHI JKLJMNNKOPQL

7
%&

)

# '
$ 7
7&
&
$ & G
+#: 7

#
E7

$ %&

7 '#

)

''
+
# & +

# ( '

+
(

(
'+
%&

)

( )

+

# ( (
$
+&
$

!
&

&
+

RSTUVWXY ZY[\]S^\ _R` aabcdefghabbRhaijghdcafhijklbbalmkdb

! "
# $
%
& '

(&&
%

$)

#
*
*

+, -./0// 12
3456789: ;:<=>4?= @3A BBCDEFGHIBCC3IBJKHIEDBGIJKLMCCBMNLEC OPQRPQRQS T URVU\ WX ]Z[ OPQRPQRQS T UUVUS WX YZ[
~
DocuSigned by:
~ ~ ~
EA418E789F09404 ...

!"#$%&#!'()*++$,'-$#,. $#/ -"0
1 '2% 3-4 !"#$%4 $534,
632.$'223$5'-#$% ,7'-$#!'8+9
%'2:"/'#2'2,#,'(
&';<'-2'%
=55-'22(
>?@1#A.52 $=A'0
) !'-2',:&';<'-2'%@BBCD
$,#4,(E -%F36%/2G.

H!#./(A.4, -.#I"36%/2G.J27.04 !
F7 $'(KL>M?BDMNK@>
O#P(KL>M?BDMNK@>
*)EQ(>>MD@@?NRB
ST

-'#,'5U$(E3'25#%U4, 6'-DL:>@>D@?(K@(>L
)36!.,,'5U$(E3'25#%1'4'!6'-L?:>@>DLK(>N(KL
)36!.,,'5V%(E -%F36%/2G.

H!#./(A.4, -.#I"36%/2G.J27.04 !
E-#$2#4,. $Q(64#>4#D6MBDC>MRR9@MB?>KM?B?49@94LK9L
)36!.,,'-W2+F=55-'22(LNL0N?0KR0LR
XYZ[\]^_`abcdefegfhi_jZk`[l]_amnoojp_`jlpYkjlqrk`st uvwxyz{|}|~vu

!!"#$%&' ""( )"$%*+',-.$/$""!-$0$-% )-#$0),&&1'-',21-$%!'3%$&'$ .14,$%&#'356'3'&7$-$"8 && .1 99#&#'3 "9'.,7$3&%&'8',--$%!'3%$/#&1',& "%'!-':#9#32 %,)%& 3&#:$-$%!'3%$56'3'&"$ :$ 3%/$-%)" 3;<-$%!'39=>?@A#0&1$ 4,$%&#'39'$%3'& !!"8&'8',!-$0$- )"8/#&1 3$B!" 3 &#'3*5
C

D E

F
GH-'!'%$-IJ$2 "I> 7$I'3$I"$2 "I$3&#&8I'3"8*KII
L3I&1$I$:$3&I'0I / -9MI/#""I$B$.,&$I&1$I
-$%,"&#32I.'3&- .&I %IN+,!!"#$-N*
+OLIL3&$-3 &#'3 "IP'-!5
Q
RL9$3&#08I ""I%,)%#9# -8I$3&#&#$%I'0I&1$IH-'!'%$-I
/1'%$I$4,#!7$3&MI!-'9,.&%MI'-I%$-:#.$%I -$I
#3.",9$9I#3I&1$IH-'!'% "5
+OLIP 3 9 ISJPI#%I I%,)%#9# -85
+OLIT':$-37$3&I+'",&#'3%I#%I3'&I I%,)%#9# -8I),&I#%I 00#"# &$9I&1-',21I.'77'3I '/3$-%1#!I 39I/#""I)$I 3I ,&1'-#U$9I-$%$""$-MI#0I / -9$9MI'3I&1$I.'3&- .&5 Q
VL9$3&#08I ""I !!"#. )"$I %%,7$9I3 7$%I'-I6W@I
3 7$%I'0I&1$IH-'!'%$-I'-IH-'!'%$-X%I
%,)%#9# -#$%I#3IJ#3$IGI'-IJ#3$IRI )':$5
>?@
Q
YH-':#9$I8',-IP@TZI.'9$I'-IS3#4,$IZ3&#&8I
L9$3&#0#$-I+@[*K
GO(\] Q
^H-'!'%$-IH18%#. "I@99-$%%KR_]I6 :#9%'3I@:$5I+'7$-%$&MI>`I]aabV Q cH-'!'%$-I/$)%#&$I 99-$%%I'-I 99-$%%$%*K///5%1#5.'7 Q bH-'!'%$-X%I@,&1'-#U$9Id$!-$%$3& &#:$I3 7$MI
&#&"$MI 99-$%%MI$7 #"I 99-$%%IeI!1'3$*I(1$I
-$!-$%$3& &#:$I7,%&I1 :$I ,&1'-#&8I&'I%#23I
&1$I=H-'!'%$-f%I@%%,- 3.$I'0IP'7!"# 3.$AI'3I
)$1 "0I'0I&1$IH-'!'%$-I 39MI#3I&1$I$:$3&I'0I
/ -9MI/#""I)$I$B!$.&$9I&'I$B$.,&$I&1$I
-$%,"&#32I.'3&- .&*K
[ 8 IJ83.1
H-'!'% "I+!$.# "#%&
R_]I6 :#9%'3I@:$5I+'7$-%$&MI>`I]aabV
[ 8 gJ83.1h%1#5.'7
bVRib^YiG^^Y
j-#%&#3 I[ 33
+-5I[ 3 2$-IP'3&- .&%
R_]I6 :#9%'3I@:$5I+'7$-%$&MI>`I]aabV
j-#%&#3 g[ 33h%1#5.'7
bVRi^cYia^Vc
Q
aH-'!'%$-X%I!-#7 -8I.'3& .&I0'-I&1#%I!-'!'% "I
3 7$MI&#&"$MI 99-$%%MI$7 #"I 99-$%%IeI!1'3$*K
k#.&'-# IH,)8"%;#
P !&,-$I 39IW,%#3$%%I6$:$"'!7$3&I[ 3 2$-
R_]I6 :#9%'3I@:$5I+'7$-%$&MI>`I]aabV
k#.&'-# gH,)8"%;#h%1#5.'7
^GRi_aVic^]R
Q
_H-'!'%$-X%I'&1$-I.'3& .&%I0'-I&1#%I!-'!'% "MI#0I
38I3 7$MI&#&"$MI 99-$%%MI$7 #"I 99-$%%IeI
!1'3$*K
@#7$$IW ""$32$-
+-5I6#-$.&'-IP'3&- .&IP !&,-$I 39I6$:$"'!7$3&
R_]I6 :#9%'3I@:$5I+'7$-%$&MI>`I]aabV
@#7$$gW ""$32$-h%1#5.'7
cbaib]aiV_]c
@7$"# I` ;,).U8;
6#-$.&'-I'0I+JZ6IP'3&- .&IP !&,-$I 39I6$:$"'!7$3&
R_]I6 :#9%'3I@:$5I+'7$-%$&MI>`I]aabV
@7$"# g` ;,).U8;h%1#5.'7
V]ViaaRia]GR

lm D

D

n

o
C

D E

F
pqrstuvwxyz{|}~}~wrxsuwy
wxqx
¡¢££¤¥¢£¡£¤¥¦§§¨¦

#
$

%&%

'

(

#,#

#

/

0
'1
2

3
+3

5
67

)

'

;

= #

8

$

'

%%

$

7 #>

#

#

#

#
#

#
>

'

#

>
5
?

>

,

5
@

A
$

8

#
>
#

A
5
@

#

@

>

@

)

(

#

>

'

#

#

BC
7

#
D

E
7

#

#

8

#
8

FGHBIJKLMNOBPQRBSTSUTVWMXHYNBIZKMOB[\]B]X^MNXZ^GYXZ_B`YNab cdefghijBkjlmndomBpcqBrrstuvwxyrsscyrz{xyutrwyz{|}ssr}~|us

#

!"

$
(

*
+$'

,-+.

+--

$
,$

&'0#

$
"

1

'

2'0#

"

$
3$

$
4$

$%

&

5

1

9$
:$

$
)

;

$'0#

;

'

$1

$
<

'0#

'0#'

$
%

'

=

"

$

*
+$1

@$

,$
A

;

'B!

?A

;

@$

CD
EFGCHIJKLMNCOPQCRSRTSUVLWGXMCHYJLNCZ[\C\W]LMWY]FXWY^C_XM`a bcdefghiCjiklmcnlCobpCqqrstuvwxqrrbxqyzwxtsqvxyz{|rrq|}{tr

"
!

"
!

"
!
$

%!

&

!
'

%

()

"

!
"

-
!
.

"

#

/000
"

1

!

#
23

"

!

4

#

!

4

+3+
5

!
%!

6

4
7
"

)0))1

8(9!

$

"
.

!

1

":

"

!
$!

!

!

!

"

"

1

"

::
:

;

!
"

;

<+3

1
'

=
>

!

>

!

>

> "

"

!
"=
>*

":

:
!
$!
>+%

1

A

!
/(:(9):B9C(

D

"!

6
EF
(#
"
,
$

G
#

5

"

"
6

*

!
"

!

,
*!
1
'

%
"
)DH

$
1
<

5
3%
>/0H

!

!

:!

>90H

!

3 $

!

3
!
*

%-3.+

%
")0:)DH*

!

"

3 $

+6
3

-<+3.

"

4

EF
(9#
"

$

G
*

*
!

$

%
"8(00!

(HI1
'

$0)DH EF
(D1 "
!

!
$
"

G
%

9:"

"1

!
$
"

#

"

"

"

! EF
JKLEMNOPQRSETUVEWXWYXZ[Q\L]REM^OQSE_`aEa\bQR\^bK]\^cEd]Ref ghijklmnEonpqrhsqEtguEvvwxyz{|}vwwg}v~|}yxv{}~wwvyw

!

"
"#
"

&'($%

)

&'($

*%
%

+
,

-
&
!,
&"

$*%

.

.

*

0111

$
*%

$/

2

345

$
3

6

6

6

$+

)

$
*%

(
*

*
8

4

9

$+

*

*%6

$
*%

)$

*%:

;$**%<

*%=
*

*
+.
$
>?
@%

&'($

%+

*%

$
/

B0<

B@<

/
BC<

(<-C<

-@<

-D<

-E<

-C<

F
<
* -E<

F

B@<

F

BE<

F
3#B<

<
BED<

<)(BC<

<BDD<

<
.B22<

<
B@<

<
B0<

<
+%
BE0<

<

(BC<

G

<
B<

G45<BE<

G-8)-D<

GB<

4
.B<

4*4+BE<

4.BC<

'0B2<

G*!
G

* "BD<

(BC1<

(4BEC@<

%F5B@D<

%F5

B<

%
9.
BD<

%*<CB1<

%+%8B0<

>?
HIJ>KLMNOPQ>RST>UVUWVXYOZJ[P>K\MOQ>]^_>_Z`OPZ\`I[Z\a>b[Pcd efghijkl>mlnopfqo>res>ttuvwxyz{tuue{t|}z{wvty{|}~uut~wu

! ""

!

"

$
%

$
&

$ '" (

$ ""

$
(

)

" *

)

+"
*

+
,

&"

,

&
-

-%$-1)
2

-

0
3

- "4
,

-
.""

-"5

-!

,

6 "

6 ""#

6 /!
,

4-"

4!.

7 '

8
//
"

"1
+
/ "":-
; '

<

" /

3
/

1
6

'

5." /
9-0

' / /
/'

"5 .

'

=
/'-

. ""1 >?
@ABCD>EF>GHIJKLMN>ODPQRHSLSQH>T>UAMVDLWCAPD>XJPPDKK
YSHD
GLDZ [JDKLSQHODKWQHKD>\
#;
'
"
/

.
/

-0

/

/
.
"/
"

"
1%.
//

"/ "/

" "

-0'

"

/.
9

.
9/

1)

9 /
9/
"

"

3 /-0

"="
9

9/

1-0
'

3 /

')]!

9; ""90+9
"9/!

9
/" /

$18

"

9-0
"
/'

3

8
' /%
%

-

1)
]-2

/

/
'"

"

/.
/

4
3/
^75
"//

0+
/

!
1
8
//
"

'

.
//

"/ 9"
-01
1
%.
/
_

2"'""/-

+

_8
' a%

ab
!/3 ] "

_0+c-+
"-
$-+

_$
%"/+

_)

" %

`
9$

%

9)

" ^4

"3

_-"
7/$

%

6

+

def>ghijklm>nop>qrqsrtukvfwl>gxikm>yz{>{v|klvx|ewvx}>~wl
>>>

!
"#

$

%
!&

'
()

$

%
!&
+

,

%

+$%
+
!

-.--

/0%
!&

#%
!&

#%
!&
%
!&1*
%)

-0.

"!
12 )
+

!&
+

3$

/

%
!&

/
%
!&
,

)%

2%
!&
4

%
!&'
()
5

%
!&
$
!!

%

%
!&
%
$

%
!&

6

#%
!&

6
%
!&

(
$
%
!&
#
%
!&'

#$

,%
!&

()%
"
()

*
%

$

%
!&
+

,%
!&
+ 3
%

$

78"

%

-.-9

#,
%
!&

% #

2%
!&

8

%
!&
*

%
!&:

$
!2 $
%
!&
$
!

2 $
%
!&'
2)

$
!

%
!&'

9.
$
!%
!&'$
!!;

!&
$
!
!;

)
&&,'

$
!8<$8=%

$

$

$
!8!

!
%
!&

6
%
!&

%
!&:

78"

%
!&
78"

!&
-.-.

%
!&
%
2 1

%
!&
/

>

#
/

/
%
!&'8

8

%
!&

8%
!&'

'

)

'
?0

!

#%
!
&
$
!82)
,%
!&'/
&

4 7
-0
'(

(

1 %
!&
%

'

%%
!&

!&1$
#

>

()%
!&

@A
BCD@EFGHIJK@LMN@OPOQPRSITDUJ@EVGIK@WXY@YTZIJTVZCUTV[@\UJ]^ _`abcdef@gfhij`ki@l_m@nnopqrstunoo_unvwtuqpnsuvwxyoonyzxqo

!
"

"

#

$

%
&

'()*

#+
&
,

"
-.
/
/
/

/01,
&
"

2(( 3
)2(/&$
+
&

4
,
&

5%

4# 3$+

$
%,"

+

6

,.

&0
"

"

7/

"

"

,

8,"9"
:7,

-.
,

+.

,
9""

0
,"

"&6&

0
.
)(
/01"

2((
"

;
"/

$
<

'(-
&$

&

$

'(''
#
"

=>?@#

";A=)B#

$

?
&
$

&

$
7
'(''7)CD
'(')7')D
'('(7'(D
EF
')-
&$

$

'(''
#
"

=>?@#

";A=)B#

$

?
&
$

$
7
'(''7@D
'(')7*D
'('(7CD
EF
GHIEJKLMNOPEQRSETUTVUWXNYIZOEJ[LNPE\]^E^Y_NOY[_HZY[`EaZObc defghijkElkmnoepnEqdrEsstuvwxyzsttdzs{|yzvusxz{|}~tts~}vt

!!! "
#"
"

%&&'()**
+)
,-+&&
%&,'()*
*.-
**&&
%&'()-)
/,
.,&&

$"

%&&'(,,-
).
0)0&&
%&,'()
-.
,,)&&
%&'()0
-),
*,+&&

$"

%&&'(,,/
-.
0*0&&
%&,'(,+
++/
*.)&&
%&'(/-
,.
,.,&&
$"

%&&'()/
+,.
-*.&&
%&,'(/0
*+.
/.&&&
%&'(,.
.,.
/+,&&

$"

%&&'(,&/
..-
-+)&&
%&,'(/)
+,/
))*&&
%&'(..
,+0
)*0&&
$"

%&&'(,&+
.&+
+0)&&
%&,'(,&.
-
*,&&
%&'(*.
)/
00*&&

$"

%&&'(+,
,,&
/0*&&
%&,'(./
/)+
).,&&
%&'(,,-
0)
,&)&&

"

%&&'(,*-
)&+
*.)&&
%&,'(-/
+*.
&0+&&
%&'()*
)*,
.,0&&

"

%&&'(-/
,.
-)0&&
%&,'(--
/*)
,,+&&
%&'(+)
0-,
.&.&&

"

%&&'(.)
,),
**0&&
%&,'(.*
0,0
+.)&&
%&'(./
,,
)**&&
12 * 34

5

6547

34
%&&'(,/
./
*)&
%&,'(,*
0-.
*.0
%&'(.
)/
./+*

12 89:1;<=>?@A1BCD1EFEGFHI?J:K@1;L=?A1MNO1OJP?@JLP9KJLQ1RK@ST UVWXYZ[\1]\^_`Va_1bUc1ddefghijkdeeUkdlmjkgfdiklmnoeedopnge

!
" #
$%&"#
#$&'

!(&#$

()'#%

"*"+
&#+
#
!
)
%
&"!"%&" *
&"&"
(
,
-./ 0

./ 12
.3
/
4567
% ("&8
9#6#(%:6;"

!&#
:6<76=# &
%!&(>?@AB>CA?DCE6

(#(%F G&
% ("&!#$ H
I "J

("&
6#6K
#
*"%8
% 6;
L
:6M
#!

$
&6
!"%"(&?NDAOBEA?CC@6
P

L(>NF*%
P H
4QAR
"
6C6ST=R:6U
(&

64 )6Q#
L6
8 *"# %6< #
$%&"# 6=
&

6VU4Q8<=W
5"
6X6S
%
:6M
#G
!&6Y% %*

?CDA>E@ADOCE6
G+
%
F
C+#
* H
Z&# 6=# &
:6KX X
6U"(# :6<76[
P#
68 %&"# ('"6Y% %*

6\6
;
%
&$
&6#67
!' ##*

BNBADCEA?E>B6
X
U"(# F&# !# &
*%*#J
="&
6#6]"&&
68#!L:6X8["&
('6M%&
:6M
#!

$
&6Y% %*

6A6Z" % !
6 ;
%
&$
&
ONCA@?CAD^@^6
J%&
F"&&

#!L*#J
_`abcb

,d3

03

_eM
#J"P
%"(&#
#
&#"J
*#J

$
&:
P!%&"# :#
# A
#"&!(&#$

(V
&"&
%$
"(#&"# %W:" !P" *
&"&

&

:&'
(&%&
#

#J" !
&'

&"&
"(#!%&
P" :(!#
#&'

#G
!&V(W:("9
#&
% (%!&"# V(W:% PP#%
J#$
(
#$&'
%(&&'

%
(
,
-. ,
--`/ f
1 b

/ f
`
g
h/ fi

/ j
k312
l
/
4#&68
m"

PK#J

$
&4
)Q#
LA4QX6<76
#P!&(6% P6(

J"!
(n^An@E@Yn6OD?:CE?:CC>?D H
4#&68
m"

PK#J

$
&]#"("% %A]XX6<76
#P!&(6% P6(

J"!
(nBAn>EYn6ECD:^DC:D>?C> H
4#&68
m"

P K#J

$
& Y"((#
"AYT X6<76
#P!&(6% P6(

J"!
(n@AnC?Yn6COE:^@@:EDCCB H
4#&68
m"

P K#J

$
& T

*# AT8 X6<76
#P!&(6% P6(

J"!
(nCEAnCNEYn6?D:??B:^NO>@ H
4#&68
m"

P RP!%&"# 4
)5

(

A45X6<76
#P!&(6% P6(

J"!
(nBAnCOYn6@D:O@>:OEOOD H
op-f
djb
f
b

;
(!
"+

#
!#$%
q(!%%+""&
&#$

&&'

P(##
!
)
%
&"!"%&" *
&"&"
(%!
#((&'
I% P=% %P%:%(%"!%+

Q#

(# (
('#P%PP

((" P
&%"%&
%(&&'
##)" *%

%(r#!%&"# (#
#

&)#
L#(%
(% P(

J"!

#J"P

(:&'
$+

#)#
L

(VA&"$

m"J%
&(W" J#J
P"
%!'(
!&#
:)'
&'

&'
(
)#
L

#
P"

!&
$#

(V#

$#

(#%&'"
P
%
&
W:% P%
#J

%+
&)

&'
(%
(% P(

J"!
!&"# (

s3
`
/
ED%
(6#
!
t<6#((
((
(6 #&6#
6&'
6 !
((%

6!%%+""&"
(6+&6%(#6&'
6 P
P6
&'("%($6&#6
!%&

6&#6&'
6 P(6#6#
!
)
6$
$+

(6
#$6%!
#((6&'
6I6% P6=% %P%6T
6 &'#(6%&6t<6*
#)(6
#$6#
6&
%$6$
$+

(6% P6&'

6 $%" 6#
6*

%&
(&6%((
&6T
6 (%
(6#
!
6
#J"P
(6
u!
&"# %6!(&#$

J"!
6% P6(#
&6&#6#
!
)
6
$
$+

(6
7#6

$%" 6(!!
((6#
6#
!
)
6$
$+

(:6)
6)"6(&%
6
u"+
6" 6#
6%
#%!'6
% P6)"6
*%*
6)"&'6
%!'6$
$+

6# 6% 6" P"J"P%6+%("(v6)
6 P

(&% P6&'%&6#
6 ("9
6P#
(6 #&6"&6%:6% P6&'%&6'"#(#'
6"(6%%

&6" 6#
6(%
(6(&
!&

6< 6&

$(6
#6#
*% "9%&"# :6)
6'%J
6 &%"
P6%6($%6+("
((6

6&#6

$%" 6%*"
6#
6#
6 !(&#$

(6U
6#

%&
6(!!
((
6)"&'6$" "$%6%

(6#6$% %*
$
&:6% P6)
6 $#)

6#
6(%
(6&
%$(6&#6$%L
6P
!"("# (6&'%&6%

6" 6&'
6+
(&6" &

(&6#6&'
"
6 !(&#$

(
T
67 %$6&
!&

6 U"&'6%6P
("

6&#6$

&6&'
6 "m
6 P(6#6#
6J%
"#(6+"!6(
!&#
6!(&#$

(:6)
6 '%J
6(&
!&

P6#
6+"!6(
!&#
6+("
((6 "&6" &#6#
6P"J"("# (:6" !P" *r6
w6666Z
P

%6
w6666&%&
6% P6]#!%6K#J

$
&6
w6666RP!%&"# 6
w6666t
%&'!%

6 %
(6]
%P

('"
t<6

!#* "9
(6&'
6J%
6% P6%*""&
6&'%&6!#$
(6
#$6)#
L" *6!#(

6)"&'6
#
6 (

!&
P6%
&

67'%&q(6)'
:6&#6+
(&6(#
&6#
6!(&#$

(:6)
6'%J
6("&6#
6+"!6
xyz{|}~

z{}y
¡¢£¤¤¥¦§¨©ª«¤¥¥«¤¬ª«§¦¤©«¬®¯¥¥¤¯°®§¥ f----+----------------------+----------------------------------------------l'-

!

! "!#$

%

&'
( )*

%
+
* % ,-

.+
+
.
/,0

%
1

% ( )*"()# -

%

2()-

%

%
%

&'
"&'#

*,

3

()

&

%

+
2

/,0

5

5 5
+
- %

%

6

7 89%

%*
1 -

*
,

21 . '

) (
6 1
+

&'

:%*

.( )*
;%* 6
& '

0%*
+

- %
( '

%,,%77

7

1

*
( )*

,

1

( 1

<
-*

=>
?@A=BCDEFGH=IJK=LMLNMOPFQARG=BSDFH=TUV=VQWFGQSW@RQSX=YRGZ[ \]^_`abc=dcefg]hf=i\j=kklmnopqrkll\rkstqrnmkprstuvllkvwunl

"! #
$%%&'(

)

*!

.

/

*!+

31

4
56

78
59
8
78
53

78
5#
69
58

:8
5

:8
57

!9
5

;
!%
5

%0
50

/8
5#
%
5
'
56

'
*!

1

.3&#

<=
>?@<ABCDEFG<HIJ<KLKMLNOEP@QF<ARCEG<STU<UPVEFPRV?QPRW<XQFYZ [\]^_`ab<cbdef\ge<h[i<jjklmnopqjkk[qjrspqmljoqrstukkjuvtmk

!
"

&

%

!

'
(

)
' %

( *

+
,*+-'

.

'
( )/"/00
( 0
1
*

!
.
2

( 1 0

3 "

"4$
( 5
$
3 0
)

(

( %

' % &

$ $

(

% 7
!
.
' %

%

899

6

; 1
2
;

6

<

1
%

'
8 % 1 3

5=

>99

?999

7 1 3 %

?
7 5
$ 3 %
) 7
$

/

0

0
)
5
$

& #
!

%
<

0 %

AB
CDEAFGHIJKLAMNOAPQPRQSTJUEVKAFWHJLAXYZAZU[JKUW[DVUW\A]VK^_ `abcdefgAhgijkaljAm`nAoopqrstuvopp`vowxuvrqotvwxyzppoz{yrp

$
%
$&
"

(

)

"

%"

&

,
%+,&

+,

"

1
"

"

'

"
$

(

"

(

"
""

+

1

"

+

"

""

3

""

""
(

""
89 :;<8=>?@ABC8DEF8GHGIHJKAL<MB8=N?AC8OPQ8QLRABLNR;MLNS8TMBUV WXYZ[\]^8_^`abXca8dWe8ffghijklmfggWmfnolmihfkmnopqggfqrpig

#
"#

(

)

,
-

(

"#

-

,
"

.

/

,
.

$
(

(

(

)

1

(

34

5

(
6
-

(

-

+"
,

+#%

+#%
+"

-

,
/

)

(

)

;<
=>?;@ABCDEF;GHI;JKJLKMNDO?PE;@QBDF;RST;TOUDEOQU>POQV;WPEXY Z[\]^_`a;bacde[fd;gZh;iijklmnopijjZpiqroplkinpqrstjjituslj

#$%

&
'

$

(

)

*+

)

,

.
/

0

1

"

&*

2

)

!
/

*+
2

-

$

3

4

5

&*

,

7'"4

89 %

0
&*

0
7
0
:

;
:

"

&

'

1

0

+

)

-
!

>
',

0
7
0

)

@.AA(

@.AA2

AB
1

(

0
+
DEE'F
0
G&
0
0

0

0

0
*
89 *

E7+

!
&*

+
!

)

89 HIJ8KLMNOPQ8RST8UVUWVXYOZJ[P8K\MOQ8]^_8_Z`OPZ\`I[Z\a8b[Pcd efghijkl8mlnopfqo8res8ttuvwxyz{tuue{t|}z{wvty{|}~uut~wu

!
"

%
$

&
'

(

"

$
'

)*
+,

/
(

0 !

"

.

/
(

0 !

/
#$

/
(

1

!

2
3

4

/
#$

.

/

/
(

/
#$
)*
56789):;)<6=>9?@AB)C86A
D@A9
E?9F GH9I?@JAK9ILJAI9)M
NOP)QRSTUVW)XYZ)[\[]\^_U`PaV)QbSUW)cde)e`fUV`bfOa`bg)haVij klmnopqr)srtuvlwu)xky)zz{|}~z{{kz}|z
{{z
}{

!

"

#

#

"

%

&

'
(

)!
%

#
!

.

!
!

!

+

!

*

%
!

/

)
*
!
0 1!

.
!

2

&

&

3

*

*

)
!

!

"

5 &

,-
!

,-
0

,(

!

5 &

.

7
!

4
488

8

.&
.*

5 &

!
!
!

+++

!

!

!
,-

!
" !

9-/*
+

1

.
,-

!
9:

-%

,-;

;
-%

&

<
=
%
,-
0

,->

?@?

%

!

?@?A>

#

B

CD
B

EFGCHIJKLMNCOPQCRSRTSUVLWGXMCHYJLNCZ[\C\W]LMWY]FXWY^C_XM`a bcdefghiCjiklmcnlCobpCqqrstuvwxqrrbxqyzwxtsqvxyz{|rrq|}{tr

!

"

#

%

$

&

&''

'
'

(

)*

*

- .

/0

(

1

$
$

2
3

4

5

)

$6 ! 7
5
/86

(

&
:

:0
:
$

:;

/

!

(
)

4 +

% <144!

*

=

!

!

>?
@@@$

!

A

!
?
@@@< B
$

(

(

$

-

4

$

)

3
%

7
4

!
3%74

4
1

#
4 %
)
!
<
'<11
7

1
/

3%74!

4

$ )

!
;

% *
4
!

C

)

1
?@?D
%
;

?@?E
) <

1
/

FG
HIJFKLMNOPQFRSTFUVUWVXYOZJ[PFK\MOQF]^_F_Z`OPZ\`I[Z\aFb[Pcd efghijklFmlnopfqoFresFttuvwxyz{tuue{t|}z{wvty{|}~uut~wu

$#%

"

"
!

!&'
!
"

(

)

*

!

!

+,

"
!

-./0

0

#
)

1 "

2
3

4
"

5

3

3
#

1

"

!

$)
"

"

89

!"#$%&'&()* +),-../012345.//5.674510.356789//.9:81/

#

$#%

(

#

)

(

*

*

+

,-.$

/
#
&

01$

*

2
3
34
56*
)
34

3(
5(

31
3* *
7
380*
38 ,$8

0/
&
3

31
3+(

3*
3

39$
:
&
3.

3+
5+

;

#
3*
#
3*

1

(

(

3*

3*

*

3:

#
3<

;

3<

3*+(<

3
;

3*(

3

3) (

3)

3=#

36
3'#1
3>

3?

+

"

"

!

@
*

-

$-&

+

#

'

#

#

!

#

#

"

CDEFGAHIAJDFKGLMNNGNAMOOPQEKOGR
SQTG
UOGV WKGROQXTYGRZXTRGA[
\]1

/"

+ )

^_`AabcdefgAhijAklkmlnoep`qfAarcegAstuAupvefprv_qprwAxqfyz {|}~A
|
A{A{
lt----------+-1------------tl I

"

!

!#

!

!

$

!#
!%
&
!

!'

!'
$
!($

!)#'
!
!#

!*($$
+$,

-

. )

$/

.
%

%
&

&

.

$
$

$

!0123
!
45644
!0

!0
%
!

+/
!7
!

$
/
&

8$
$

8

.
&

!&
!%
!7
!0

!*0
!(
!0
!9
/
!*
(
#
:

.

"

-

&
$
$

!:

!%

!'

!( 0
!
!
'
(
#
+

-

(
#
+
)

$ $

!:
!
+0
!
+0
!+
!(

!+';+ '<
! '=

!#+;#
+"

<
>?
@AB>CDEFGHI>JKL>MNMONPQGRBSH>CTEGI>UVW>WRXGHRTXASRTY>ZSH[\ ]^_`abcd>edfgh^ig>j]k>llmnopqrslmm]sltursonlqstuvwmmlwxvom

!
"!

!

#

$%

!#
&

'(
)

+
"

-

&..$$
..

/0

#

1

1

""
$
%

"
-
""

1"
#
$

"2
-1

!

!

!

""

$
)

#

3
"
""
&

'
(

"

1

1$4

1

"""

1#

$

'
(#
"

$

""

"

-
#

$
)

1

!

1

"$%

1
"1!
!

1

5
1!

$61

-

1

""
"

1

#1
"

8

&

"
5

#

"

"

1

"1
-

$

1"
2

"

!

#

"
!
"

#

2

1!

!

1#

$
#

1!

!

#
!

"!

!

!

"
$
%#

1

2

#

#
"
#

1
$

#

"

&
)

"

#
#3

$

1"1

!

!

"
:

1

#1$

"

2

1

#

$

"
*

6

$
;
#

!

"

$
*

*

"
"

$
#

1#

"

9

!
&

1
2
$
)

%

"

5
$
6

1

'

(

"

$

#
.""#

$
<=
>?@<ABCDEFG<HIJ<KLKMLNOEP@QF<ARCEG<STU<UPVEFPRV?QPRW<XQFYZ [\]^_`ab<cbdef\ge<h[i<jjklmnopqjkk[qjrspqmljoqrstukkjuvtmk

! "#
$%%
&

'
%

(

%

%
)

%

%

#

*

'%
#

*

'

%

%%
+ %

(

%

% (

(

%

-%%

(

", (-(.+*$'%

%

% '

+ %

(
(

'
%

%

%
%
.

0+
%%)

(

%

%
-
%

%

%%

%
#(

%

'% % )

%%
( %
%

%
%%

%

'% !

1
#
(
%

(

%
%

% !

%

23456789:;<5=>?5@A@BACD:E4F;56G8:<5HIJ5JEK:;EGK3FEGL5MF;NO PQRSTUVW5XWYZ[Q\Z5]P^5__`abcdef_``Pf_ghefba_dfghij``_jkib`

%

#

"

"

&'
"

%

(

)
%(*

+
,
-

&.&

(

"

"

0

!
"1
"

(

"

(

2
-

)-
3*

(

)

-#"

"

1
*
(

(

#
1

$

4
5

6
+

3

7

)
3

8'
7

/
*

5 9

"

5 -

2

"

1

4
5 :

"

5

7

9;
)79*

5 6

</7
=

=
>

-

>0

)/
*

?-

)/
*

!
#

"#"

5

-<

=

@

+"
A

(0

5 ?--
3
7
5 /

=

B
%

)&8*
5 3

=

#
7

)&8'*
(

(

C&&&

#"

=

+"
A

(

.DC&&&

0

2

8'CC8

-
3

"

(

2
"
#1

2
(

"

1
(

EF
'

#

#

)
##
*

G
"

"1
"

"

"

EF
HIJEKLMNOPQERSTEUVUWVXYOZJ[PEK\MOQE]^_E_Z`OPZ\`I[Z\aEb[Pcd efghijklEmlnopfqoEresEttuvwxyz{tuue{t|}z{wvty{|}~uut~wu

"

#

$

!

"
&

(')

'

*

"

"

+ '' "

#
-.+ (!/$0 , ,

$ ('

1
"
"

(' 3

4 03

4 03 % 3
5
4 03 % 0

3

4 3*3 3

4 3

" ( 3

5 ! 3

('

"
"

6
4

4

4
4 0 7

4 0 81 3

4 0
3

(!
4 3

5

5*
4 5
." 3

4 +

4 ,"

4

(' .

4

+9
3

(! ,

:;
<

"
=

)

"
) '+

2
2

"

"

"

"
"

"

1
$

,
5
1
)

3

"
3

9

"

*
9

>?@A

"
"

9

"

"

3 '+

$

"

"

"

"
$

@<???B
2

) '+

6

9%"

%
"

"

('

2
2

"
"

1D 9 (' 1

E
"

"

,
*

"

%

"

FGH:IJKLMNO:PQR:STSUTVWMXHYN:IZKMO:[\]:]X^MNXZ^GYXZ_:`YNab cdefghij:kjlmndom:pcq:rrstuvwxyrsscyrz{xyutrwyz{|}ssr}~|us

!
"

$
!

"

%

&

"

()

*

$

#

&+,+

%
()

-
!

()

#

.&

().&

/'!

.&
*

0
1

)$!

$

)$
()

)$

$

!

$

()

*

.

!

)$

()

#

2

()!
0!
1

/

"

!

,

34 567389:;<=>3?@A3BCBDCEF<G7H=38I:<>3JKL3LGM<=GIM6HGIN3OH=PQ RSTUVWXY3ZY[\]S^\3_R`3aabcdefghabbRhaijghdcafhijklbbalmkdb

!

"

$

%

"

(

)

"

*

*
&

)

)
&

&

"

"

"

)

"

)

+,-./012304,55,678
9/:;5<-/0<60=/7,<.08>?50@,6?A,;7?5/50B,55,6780C5>D5,@E0<6;.?=<6D0;>6=<7<>6:0,6=05/F?<5/@/67:07>0F?,.<A8E0;.,<@:0C5>;/=?5/E ,6=0>G/5,..0:75?;7?5/H0I>?0@,80?C.>,=05/C5/:/67,7<G/0:,@C./:0>A08>?50B,55,6780@,7/5<,.:0J<A0,CC.<;,-./K0<607L/0=>;?@/67 ?C.>,=0:/;7<>60>A08>?505/:C>6:/0<60,==<7<>607>05/:C>6=<6D07>07L/0F?/:7<>6:0-/.>BH M<6/
N7/@ O?/:7<>6P/:C>6:/0Q
RS#

T

&&

$

"

%

"
U

"

%

"
"

)

$
%V

W
X

(
&

"

Z

"

$

0[
R\#

&&
"
T

&&

"

"

&
&

$
%V

"
&&

]

^

"
U

)

"

0[
R`#

)
&

T
U

&

0[
$
%V

"
&&

&

"
&

"
"

)
Ra!

&

b

Z
]

^
&

"

&

&

"
&

T
$

*

&

$
%

"
&

b
V %

"
&

0[
cd_

"
&

*
&

T
$

"
&

$
%

"

"

0[
fgh0ijklmno0pqr0stsutvwmxhyn0izkmo0{|}0}x~mnxz~gyxz0yn
000

!"

#
$
%

&
% %

'
()*+,

-

%

!"
%

' %

'

#+ !"

%
'

#
*

%

.

/

-
%

0

#
%

#
*

1
2 0

%

%& %

.$ 0
$
+

3
4
/

#

#
5 +

6

&

3

($6+,
%

# $6+

%

%

# %

%
&

'

%

&
#
%

&

#
*

%

)

# %

&

%

#2

%'

7
)

#
6

188

##
82 8$

9
#
:;
<=>:?@ABCDE:FGH:IJIKJLMCN>OD:?PACE:QRS:SNTCDNPT=ONPU:VODWX YZ[\]^_`:a`bcdZec:fYg:hhijklmnohiiYohpqnokjhmopqrsiihstrki

#$

%

'

!

(

)

(

&

&*

$

%

+
,

-
!

./0

1

,

3445

!

!6

7
!

8
,

!

*
*

+
,

3445

!

!
,

:;
<
=
!

;

!
,

-

?
@

A!

'
&*

-
!

!
!

*
*

!
A

(

C

)

(

&

!

&
!

#
!

!

.4E45

!

'
!

#

'
<

!

!

F

#$

!
!

3

F

!
;
A

(

334
!

(
!

'

"

HI
JKLHMNOPQRSHTUVHWXWYXZ[Q\L]RHM^OQSH_`aHa\bQR\^bK]\^cHd]Ref ghijklmnHonpqrhsqHtguHvvwxyz{|}vwwg}v~|}yxv{}~wwvyw

!
"#$%&'$(!
!
!$)%!!
*

$
!
+%
(
$+%!"
'#*"!
(&$%*!

$,!"" % %-.$%(!#%&"$!&
!
,!(&"$'#$%&'$(!
(!
!"/
'!&&"
!
"0

1$%(
%&"$!
$

$'#$%&$

$
$&$

) $ 1+%
$

"$2-
34
5 64
78
9
:;

<!
#<&'$(!
< !
!<$<
)%!!
< 1! <!&&"#< $<#$%<,

=>?<&$,
<$(&1

,<% $(<%&&$ <21
<&"!

)<,
<
)!)(
<
$<
%<2<( <!1<% $(@<
-<A
,
< 1<,!
#<$'<,
<=>?<
&'$(*<
''
< #&<$'<,
<(!#<!"
)
<2
1<&
'
< !
!<"!

)< $< 1<
1
$"$)#<!
<+%
(
<$'< 1<&$B -<C1<?=D<$<E?=F<)%
"

<!<
!
"
1*<=>?<2
""<&'$(<,
<

<!<(!

< 1! <
<$(&"
!
<2
1<$<'$""$2<
1$<&$ $$"-<<
G<!
<H!(&"<$'<$
< #&<$'<
)!)(
*<2<1!,<&$,
< 1< !
!<
)%
"

<'$""$2<'$<I%!"
#<J$
$"</IJ0<
#<$%<2!1$%<

)!
$
<
-<
C1
<
)

)<!
<

)!
$
<,
<&$B *<2<%< (&"! < $< ! < 1<
,"$&(
<$'< 1<2$K'"$2<
!<%&$
<

'$(!
$
<&$,
<
#< 1<% $(@<
$

'$(!
$
-<F1<2$K'"$2< (&"! <!<#
!(
*<!
<!B% (
<!<
(!<%

)< 1<&$$'<$'<$
& *<$<'
<!
"<
%
"<&1!-
F1<# (<
)

<1!
"< 1< 1

!"<!& <$'< 1<

)<%

)< 1<
% $(L<'
<!
"< $<
%<
& <&$<!
<!&&"
!
$
<!<'%

$
!"-<
F1#< 1
<! <!
<

!"<1K"
<$'<
(< $<1K<'$<%

)< 1<&$%
$
<
&1!-<EH *< 1<# (<+%!"
#<$
$"</IJ0< !(<&'$(<

M& 1<

)<$'< 1<
&$<
"'<!
<! < !
"<&$<$%(
!
$
-<F1<,
<
< 1
<
&1#
!""#<1
&&< $< 1<% $(L<"$!
$
<'$<

M&$
<,
'
!
$
*<$<($ <
!< $< 1<,
<
<&$,
<'$<,
'
!
$
-
D
< 1<&$B <
<

<&$%
$
*<=>?<($

$<!
<!B% < 1<&$B < $<!"<!<

-<NH!(&"<$'<1$2<2L,<&,
$%"#<$",<
%<

"%<

!<
!''

)*<!

)<1!2!<$%*<$<%

)< 1< $ !"<
%(
<$'<,
<
$
'
)%<! <$
<
(-
C$K<

%
$
< ! <2
1<$%<IJ< !(<2$K

)<2
1< 1<% $(*<

!"<&$B <
$$

! $*<# (<
)

*<!
< 1

!
< $<,"$&< 1$$%)1<$%(
!
$
<
1! <!1< $<?=D<OPPQ< !
!-<$%(
!
$
<
< $<$
<!<&
,! <
=1!R$

<$%(
<"

!#<2
1<,
$
<$
$"-
?'<1!
)<!
<$(&"H
#<(!
!)(
<
<
*<&$B <$$

! $<! <$%<'!
"
#<
2$K<2
1<!"< !(*<# (<
)

*<IJ< !(*<!
< 1

!
< $<!<
!
#<1!
)-<?'< 1<$(&"H
#<)$<
#$
< 1<H&
<$'< 1< !(*<$ 1<
)$%&<!<
)!)*<
$ 1<2
1 <=>?<!
< 1
<&!
*<!<
-
F1<+%!"
#<$
$"<&$<!
< $$"<,!#<
#<% $(<+%
(
*<
% <

<)
!"*<
"$)<!<$"" <'$(<,
<%

)< 1<
%
"<&$<!
< $<$
<$%<,-<
G<
& <&$< $<$
!

<&
'
<

'$(!
$
<'$(< 1<,
<!
<
<
,"$&<
'<!

$
!"< !
"<!<+%
-<?
<!

$
*< 1<IJ< !(<)! 1<
+%
(
< $<! <1K"
<$<$ 1<( 1$<$'<,
'
!
$
-
S
:T

<!
#<,
< !
!<$<
)%!!
< 1! <!&&"#< $<#$%<,
<
/&$"

*<(
*<UR?*< -0
=>?<
<$((
< $<!1
,

)<H""
<
#<&$,

)<$%<% $(<2
1<%&
$<
2$"<"!<% $(<%&&$ <!
<

$,!
,<$"%
$
-<V

)< 1<
)1 <
!"!
<'$<

)<% $(<,
<)$!"<
<

)!"< $<
(&$,

)< 1<% $(<H&

-<G<
1<&
(!#<&$

<$'<$
! <'$< 1
<% $(*<
<
<,
<($<
(&$ !
< 1! <=>?@<
GN<!<&
!
,<%
!
"#<($
,! <
#< 1<
)1 <)$!"-<G<$%<(

$
<
! (
<!#*<WC<!<&!
$
! <!
$% <"
,

)<H&
$
!"<,!"%<!
<
H&

<!<2<1"&<% $(<" *<&"$#<!
<(!
!)< 1
$"$)#-X<
G<!<,!"%M!<""*<$%<GN<!<(!%*<

,
Y*<!
<,!"%! <
$((
%! < $<$)!

Y!
$
!"<!
<&'$(!
<UR?0-<F1<&'$(!
<UR?<!<
"$"#<!"
)
< $<% $(<%-<D
B
,<%1<!<,
%<)$2 1*<$%<
%*<
'
!
$
<!
*<% $(<
)!)(
*<!
<% $(<,
2<!<!""<
&
(!#<$
B
,<$'<=>?L<UR?Z(
< % %-<=>?<$((%

! < $<$%< !(<
1! < 1<%<$'<,#<!$%
<(!
!)<
<1$"

!""#<% $(<

-
S
[\
]
^44_`84

34
5 64
78
9
abcdefghijklmnonpoqrhsctidufhjvwxxsyhisuybtsuz{ti|} ~

~~

!

!

"
!
!
!

#
$
!%

& '$(
" !

()

) *

!

% +

%

%

! % '$(

'$(,

-

$ .
'$(

/0

% 1
!

2

&
3 4
+

3 5"

3 6

+

1 !

7

!

!

+

3 /0

%
+

3 8 1 !
! -
-

3 4 - 4
+

"

)
'$(
&
3 7
! +

9

3 8

-

!
3 ' "

:

3 ;!

3 4
1% -

3 4

1
!

3 4

3 < "

3 5

,

3 '

'
8
'$(

(
;
=(;> !

0?

)

!

!

-'

'$(

-

'$(

#

1

-

+

=

%

% ! !
% > B

=

'$(

!

%

%

1

C

)

'$( +

!
%

&
3 C

& ;
+

+

3 7

(

&

%

% %

%

, '$(

3

*'!

&

!
+

)

%

%

% +

3 (

& )

!

)

3 ) '

(

3 ) 7

&

%

% !
% %
DEF

GHIJKLM
NOP

QRQSRTUKVFWL
GXIKM
YZ[
[V\KLVX\EWVX]
^WL_`
abcdefgh
ihjklbmk
nao
ppqrstuvwpqqawpxyvwsrpuwxyz{qqp{|zsq

"

#$%

$%

%

!

&

'

#
(

)*%

!

%

!
+

-

,

.
/

%

"

#

0

#

0

%

$

!

1

$

0

,

$

#

#

(

%

$

$

!

2'

$

!

"

#
(

% !
$

$

+
4
$

5$

6

3

#
(
)#(*

!

!$

#

#(%

!
%
2#

! !$
$3

#
%

% $
!$

%

%
$%

7

# !$

#(%

!
2##
!

!$

!

%

!

1

!

0

!

%

1

2-.#
.#'

#2-
.
#
)2-.#*

! % %

%

!

4

%
%

!

/
2-.#

.
8

%

!

%
!
%

6

- 2-.#

%

9:
;<=9>?@ABCD9EFG9HIHJIKLBM=NC9>O@BD9PQR9RMSBCMOS<NMOT9UNCVW XYZ[\]^_9`_abcYdb9eXf9gghijklmnghhXngopmnjiglnopqrhhgrsqjh

!

"#!$

"#!$

$'
!$
('!$)

'!$

*

'!$

*

&

'!$

,

'

%

'!$

%
+

%

'

-
$'

-('. )

/

&

-

'.

/

/

'
-

-

-

/

-

-

-

$
,

23456789:;<5=>?5@A@BACD:E4F;56G8:<5HIJ5JEK:;EGK3FEGL5MF;NO PQRSTUVW5XWYZ[Q\Z5]P^5__`abcdef_``Pf_ghefba_dfghij``_jkib`

#

$

#

%!"

&'(

)

*+
,

%
$

*
-
,%.+

/
,0
, "

12
3456718891:;<=<>?14>@1A76<B7;C

1

1

1

1
1
1D

11
$1#
$1E

1 1

11
#
1

1 1
1

1
#
1
1
1
1
1
11$
111

#
1 1
1FG
,1
1
1,1 1
1%
$
1

1 1

1F
D
1G

H<>7
IJ7K LM7NJ<O>P7NQO>N71R
&S(

#

T
,

)

)

U

T

%
$

$
%
$

FG

+

#
,

#
U

G

%.+

%
$

%.+"

!

T"
U#

%.+"

,$
%.+

%.+"

#

,

VWXYXZ[&%.+
+

,
%.+"

0

#

!

,$

$
#

G\]

D

$
#

#

%.+

%.+

$

#
, $
#

#

%.+

%
$

_T%\U

`
D

%.+$
$_
$

%
$

$_,

#
,

%\,$

%.+

.F
%

.

#

T

,
#

,

,
U

$_\

#

_

,

,

,

,
$_,
\)

)
_

U

#
%

)

#
,

, )$

)$
%

G

%

abc1defghij1klm1nonpoqrhscti1dufhj1vwx1xsyhisuybtsuz1{ti|} ~
1
1~1~
>----+-------------------------------+------------------------------------11~

#"

$
%

&$ '
"

(

)*+
%

,
(

+

- .

-
"
/(
.

(

+

10

!

!

10%

'2

10

3

*

4

0"

*$(

5%
$

10 67

0"!

8

*

!

8

8

9:
;<=

2

( '

*

<>?@> 10A%
B

?

9:
;C

10

D

EFG9HIJKLMN9OPQ9RSRTSUVLWGXM9HYJLN9Z[\9\W]LMWY]FXWY^9_XM`a bcdefghi9jiklmcnl9obp9qqrstuvwxqrrbxqyzwxtsqvxyz{|rrq|}{tr

%
&

$ "

'!
%
($ !

)

* '!

)

+
,

"

-&

&$ * '!

.
$

/
#
0&

"

$

#

1 &

$ #

0

0

2
* '"

3

1 &

$ "
'!

#'"

# ' "

4#'"5

)

#'"

,
#

67 89:6;<=>?@A6BCD6EFEGFHI?J:K@6;L=?A6MNO6OJP?@JLP9KJLQ6RK@ST UVWXYZ[\6]\^_`Va_6bUc6ddefghijkdeeUkdlmjkgfdiklmnoeedopnge

!"#$%

%

& %

'

()*

%

+

,

&% %

+

-
,

+

,.

%
+
,
+

,

/

%%

/

0%

/
%
"

&

&

%
%

&

/

& %
% & %

1

"2

*
34
(5

%

/
%
6
%

& %

%

%

& %
%
%

%

% %
.

-

1

%

%

%

%
%
*

7 %

%
8

%

&

%&

& %

%
2
&

1

/
%

%

/

1%

/

(9

/

'

%

34 (9
%

%

%

"

&

%

%
%

"%
&

%

/

%&
%

%

"% &

/

%

8
%
&

% %
%

"2& %
%

%

%

"2

#

&
-

%
8

"2

%

%

%

&

%
%% %
&% %

%

/

%

8
&
%

%

"2& %
%

& %

%

:%

"2%

%
%

%

;
<"

!%&
%

$

%

%

-
=-
$

%
/

<

%

1

;%

1

/
%

"%

8
&
%
%

/

<>
-

;"2?

%

%

?
-

& % %

:

@

-

& %
-

%
8

&
%
%
%
&

%

/

<

:
"2?

%

%
@

-

& %

%
8

&
%
%
%
&

%

/

34 ('"

%
%

-
2&
A

%

-2&

%

34
((>

/

=

"2

% & %

&

0

& %%

%

&
-

%
%
%
B"

-

"2&%
%

%

:%
& %

"2

A

A

"2%

&
%&

)

1-

8

CDE3FGHIJKL3MNO3PQPRQSTJUEVK3FWHJL3XYZ3ZU[JKUW[DVUW\3]VK^_ `abcdefg3hgijkalj3m`n3oopqrstuvopp`vowxuvrqotvwxyzppoz{yrp

!
"

# $%

&'(
%

'
)

&

* &

+,$&
$&

+-

+.

+(

+/
0
&
+(

0

0

&&

*

&

& $
$&

&

1
0
# $
.

.

2# $

&

3
"

1

&

&

2

&

0

&

&

&

,1&

&
0&&

1

# $
33

4

&&
$3"

*

0

& 3"

&

2

4 &

0

& &

&

&

(

5.

6 7
& (

$&48 &&

&
&

&

02

$& 40&1

&

2

02
4 &

"

0
2

%5.'

* &

1 &&

81
1
25.(
&

1

1

&

&

48
&

&

& &

0
&$

2

&&

&

+

0
0%(
'
+6

+9

+

+
&
+-

+6

+#

+. &
0

+

:;
<=>:?@ABCDE:FGH:IJIKJLMCN>OD:?PACE:QRS:SNTCDNPT=ONPU:VODWX YZ[\]^_`:a`bcdZec:fYg:hhijklmnohiiYohpqnokjhmopqrsiihstrki

!"#$%&#%$!"#'()*)$#(!+*,-%..+)//#($!)0'1$2-))*#(%!,3#*()-4(#&#5!)(6%5,7%!,)5$2)($!%!#*4(-"%$,56 8#*%(!&#5!$

9 :;
:

<=

>;
?

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
AIJK$BE%*!4(#B%58BA!(%!#6+B)(6%5,7%!,)5B"%$B&4.!,*.#B!#%&B &#&#($B8#8,-%!#8B!)B)4(B-)&*.,%5-#B%58B!"#B$4--#$$B)/B !"#BA)4(-#D#..B-)5!(%-!2B,5-.48,56B)4(BE%*!4(#B%58BL4$,5#$$B M#3#.)*&#5!BN%5%6#(2BE)5!(%-!BE)&*.,%5-#2B%58BE)5!(%-!B O#*)(!,56BP5%.+$!$ BBB
E%*!4(#B%58BL4$,5#$$BM#3#.)*&#5!BN%5%6#(
P$BD#B&#5!,)5B!"()46")4!B!",$B*()*)$%.2BA)4(-#D#..BD,..B -)5!,54#B!)B"%3#B%B8#8,-%!#8BE%*!4(#BN%5%6#(2BF)(+B
'4+.$Q,2BD)(Q,56BD,!"B!"#B%$$,65#8BAMPB!)B-)5$,$!#5!.+B &)5,!)(B)4(B-)5!(%-!B4$%6#2B-)&*.,%5-#2B%58B)**)(!45,!,#$B!)B 6()DB!"#B-)5!(%-!B!)6#!"#( B
F"#BE%*!4(#BN%5%6#(BD,..BD)(QBD,!"B!"#BE)&*.,%5-#B!#%&B!)B !(%,5B%..B$%.#$B!#%&$B4!,.,7,56B!"#BA)4(-#D#..B-)5!(%-!B ,&&#8,%!#.+B4*)5B%D%(8B$)B!"%!B/,#.8B%58B,5$,8#B$%.#$B%(#B %D%(#B)/B")DB!)B%8"#(#B!)B%--4(%!#B-)5!(%-!B*(,-,56B%58B !#(&$B%58B-)58,!,)5$B)/B!"#B-)5!(%-! BF)(+BD,..B$#(3#B%$B!"#B &%,5B*),5!B-)5!%-!B)/B/)(B%5+B,$$4#$B)(B-)5-#(5$B!"%!B%(,$#B 84(,56B!"#B-)5!(%-! B
E)5!(%-!BE)&*.,%5-#
A)4(-#D#..B,$B.))Q,56B/)(B%B*%(!5#(B!"%!B!%Q#$B-)5!(%-!B -)&*.,%5-#B$#(,)4$.+ BR#B458#($!%58B!"#B,&*)(!%5-#B)/B!",$B %$*#-!B)/B!"#B4$,5#$$2BD",-"B,$BD"+BAIJK$BE)5!(%-!$B
E)&*.,%5-#B)(6%5,7%!,)5B,$B/)-4$#8B)5B&##!,56B%6(##8C4*)5B (#H4,(#&#5!$ BF",$B!#%&B,$B-)&*(,$#8B)/B/,3#B&#&#($BD")B -%5B-)5/,(&BD#B&##!B!"#B#S*#-!%!,)5$B)4!.,5#8B,5B+)4(BOT'B %58B$4$#H4#5!B-)5!(%-! BR#B8)B!",$B84(,56B!"#B*()*)$%.B *()-#$$2B-)5!(%-!B5#6)!,%!,)52B%58B#+)58B!"()46"UB
VBBBBJ$$4#B,53#$!,6%!,)5B%58B(#$).4!,)5
VBBBB'()%-!,3#B,5!#(5%.B%48,!,56
VBBBB'()%-!,3#B!(%-Q,56B)/B)*#(%!,)5%.B).,6%!,)5$
VBBBB'()-#$$B,&*()3#&#5!B(#-)&&#58%!,)5$
VBBBBA!(%!#6,-B4*8%!#$
J/B,5H4,(,#$B)(B(#3,#D$B%(#B(#H4,(#82B)4(B8#8,-%!#8B!#%&B-%5B ,53#$!,6%!#B%58B*()3,8#B/,58,56$BD,!"B%B$466#$!#8B*%!"B /)(D%(82BD",-"BD#B#.,#3#BD,..B$!(#56!"#5B)4(BD)(Q,56B
(#.%!,)5$",*
'(,-,562BO#*)(!,562B%58BP8&,5,$!(%!,)5BT##$
F)B#5$4(#B*()*#(B*(,-,562BAIJBD,..B-(#%!#B%B-4$!)&B-%!%.)6B,5B )4(B$+$!#&B%$#8B)5B!"#B%6(##&#5!BD,!"BA)4(-#D#.. BF",$B -)5!(%-!B*(,-,56B,$B3,$,.#B!)B-4$!)&#($B)5B)4(BD#$,!#WD,!"B (#%.C!,&#B4*8%!#$B4$,56B.,3#B8%!%B/##8$B/()&BAIJK$B$4**.,#($ B 14(BD#B-%!%.)6B!#%&B&%5%6#$B!"#B-%!%.)6B-)5!#5!B%58B
%48,!$B*(,-,56B!)B#5$4(#B%--4(%-+ B
J5B%88,!,)52BD#B-%5B(45B(#*)(!$B(#.%!#8B!)B*4(-"%$#$B&%8#B 458#(BA)4(-#D#..K$B-)5!(%-! B1(8#($B*.%-#8B!"()46"B!"#B D#$,!#B%58BD,!"B)4(BJ5$,8#BA%.#$B!#%&$BD,..B-%*!4(#B!"#B A)4(-#D#..B-)5!(%-!B54&#(B$)B!"#B$%.#BD,..B$")DBD"#5B!"#B E)5!(%-!BO#*)(!,56BP5%.+$!B*4..$B!"#BH4%(!#(.+B(#*)(! BR#B-%5B %.$)B-)..#-!B8%!%B,5B-4$!)&,7#8B/,#.8$B%58B-%5B8#.,3#(B)!"B $!%58%(8B%58B-4$!)&B(#*)(!$ B
AIJB-%5B8#.,3#(B$!%58%(8B(#*)(!$B,5B)5#B)/B!"(##B/)(&%!$2B ,5-.48,56UB
VBBBBE)5!(%-!B,53),-#B8#!%,.

VBBBBN%54/%-!4(#(B*()/,.#
XYZ[\]^_`abcdefegfhi_jZk`[l]_amnoojp_`jlpYkjlqrk`st uvwxyz{|}|~vu

!

"#$
%

!

%

(

()

+

(

,

%

(-

,

/0$

( 1234

*

$

$

1236

1211

!

%

9::

%

::

'
'
%';2<<46=:

$

>

(

34

1211 ,

+

%

'
'

(

? @

9::

%

::

'
'1=233<;:

'

'

(

+

(

AB
CDEAFGHIJKLAMNOAPQPRQSTJUEVKAFWHJLAXYZAZU[JKUW[DVUW\A]VK^_ `abcdefgAhgijkaljAm`nAoopqrstuvopp`vowxuvrqotvwxyzppoz{yrp

!
"##

$%!

&

!
&

"
'
(

)

*

)

,

-

!

+!

)

'../

0 1
2

)

+!

3

&

4
) +

+!3

)

67 8.!

+

+

1

1

93

1

:
; :
<3

=+>2
1

?
+!

'/ 2
)

67 @ABCD6EFGH6IDJKL6AMN6OPDANKL6QR6SRRDPDN6TUVWJXDMK6YPQNVZK[6AMN6\DP]WZD[ ^_`a`bc_b6debf6gcbhijkfc6hl6fmcn6k_c6bccohji6kj6kpk_g6hj6qkfci`_n6r6`jsn6`_6qkfci`_hcb6t6kjgu`_6vw6xb6bfkfcg6hj6yczfh`j6{{w |wrw6`l6}~y6{^
6^~qy6~6y~{qy6^_`a`bc_b6_cba`jghji6f`6qkfci`_n6r6debf6`llc_6k6z`dascfc csczf_`jhz6zkfks`i6bnbfcd6ac_dhffhji6y`e_zcpcss6kjg6y`e_zcpcss6^k_fhzhakfhji6jfhfhcb6f`6dkoc6pckbcg6ae_zmkbcbw
6

6 6

661
6'6
6

6 6 66
66
661
6'6*6 6,666

626&
66 6
66
666

661
6'6*6 6,66
6
6
66

6 6 661
6'
6
6
6 661
6*6 #6,6
6

6 6 66
666

66661

6 WMD6KDXAKDQP6EAKDQP6AKDQP6
8' 66
6
66
6
66
6
@ABCD6EFOH6IDJKL6AMN6OPDANKL6QR6SRRDPDN6TUVWJXDMK6YPQNVZK[6AMN6\DP]WZD[ WMD
KDX VD[KWQMD[JQM[D6
6 6¡¢£6¤¥¤¦¥§¨©ª6« 6¬®6®©¯©«¯ª©«°6±ª²³ ´µ¶·¸¹º»6¼»½¾¿µÀ¾6Á´Â6ÃÃÄÅÆÇÈÉÊÃÄÄ´ÊÃËÌÉÊÆÅÃÈÊËÌÍÎÄÄÃÎÏÍÆÄ

"#

$

&

'()))

!
!

$
%

"#

,
"#

/

0

/

1
*

"#
/

0

.

&

4

*"+

(

.
#

&
6

7! .
$

&
"#

*"+

.88

!
8

$

$

9

;

<=
3

'()))

$70

/

2
1
*
0

$
"#

!
!

7!A

1
!
2
>

#

C
0

2
/

&
D

0
*

/8?

#
1
B

0

C
#

A
2

EA22F
C
1

.
"

GHI<JKLMNOP<QRS<TUTVUWXNYIZO<J[LNP<\]^<^Y_NOY[_HZY[`<aZObc defghijk<lkmnoepn<qdr<sstuvwxyzsttdzs{|yzvusxz{|}~tts~}vt

!
"

#
!$

%

%

(

$(')*
$

%(%

+(%
+

%
(%(

,
%(

%#-

$%

.

+

+

&'%

%(

/

+0

%
1
+
,&'

%(

%

%

+

+

%

,
-

'

%$
$

%

%

%

*
(
%
+

%

+

+

%
,

++

++

.

%+

((

%,&

+

%

%
%(

%

2
3

'
%

%
(
&'%
%(

%
(%

%

.

1
+

%

%( ,
2
'

(

%(

%

%

+%(
+

+
,-

0

%
+

+.

%

,
2

%

%

+

+
%

,!

%

%

%
(0
%
%

City Council and Authorities ConcurrentDecember 16, 2025

City Council and Authorities Concurrent
December 16, 2025