City Council and Concurrent Authorities
May 14, 2024

City Council/Successor Agency to the
Redevelopment Agency/Public
Financing Authority/Parking Authority
Concurrent
City of Stockton
Meeting Agenda - Final
City Council/Successor
Agency of the
Redevelopment
Agency/Public Financing
Authority/Parking Authority
Concurrent Agenda
Kevin J. Lincoln II, Mayor/Chair (At Large)
Kimberly Warmsley, VIce Mayor (District 6)
Michele Padilla (District 1)
Daniel R. Wright (District 2)
Michael Blower (District 3)
Susan Lenz (District 4)
Brando Villapudua (District 5)
Council Chamber, City Hall, 425 N. El Dorado
Street, Stockton CA
4:00 PMTuesday, May 14, 2024
Closed Session 4:00 PM :: Regular Session 5:30 PM

1. CLOSED SESSION CALL TO ORDER/ROLL CALL

2. ADDITIONS TO CLOSED SESSION AGENDA

3. ANNOUNCEMENT OF CLOSED SESSION

3.1 24-0429

CONFERENCE WITH LABOR NEGOTIATOR
Recommended Action: Agency Designated Representative: City Manager Harry Black Employee Organizations: Unrepresented Units, Stockton City Employees' Association, Operating Engineer's Local 3, Mid-Management/Supervisory Level Unit, Unrepresented Management/Confidential, Law Department, Stockton Police Management Association, Stockton Firefighters Local 456 International Association of Firefighters, Stockton Fire Management, Stockton Police Officers' Association (SPOA)
This Closed Session is authorized pursuant to section 54957.6(a) of the Government Code.

Department: City Attorney

3.2 24-0430 PUBLIC EMPLOYEE PERFORMANCE EVALUATION:

Recommended Action: City Manager
This Closed Session is authorized pursuant to Government Code section 54957(b).

Department: City Attorney

1 May 14, 2024City Council/Successor Agency to
the Redevelopment Agency/Public
Financing Authority/Parking
Authority Concurrent
Meeting Agenda - Final

3.3 24-0431
PUBLIC EMPLOYEE PERFORMANCE EVALUATION:

Recommended Action: City Attorney
This Closed Session is authorized pursuant to Government Code section 54957(b).

Department: City Attorney

3.4 24-0432 PUBLIC EMPLOYMENT:

Recommended Action: City Clerk
This Closed Session is authorized pursuant to Government Code section 54957(b).

Department: City Attorney

3.5 24-0495 PUBLIC EMPLOYEE APPOINTMENT:

Recommended Action: City Clerk
This Closed Session is authorized pursuant to Government Code section 54957(b).

Department: City Attorney

4. CLOSED SESSION PUBLIC COMMENT*

5. RECESS TO CLOSED SESSION

6. REGULAR SESSION CALL TO ORDER/ROLL CALL

7. INVOCATION/PLEDGE TO FLAG

8. REPORT OF ACTION TAKEN IN CLOSED SESSION

9. ADDITIONS TO REGULAR SESSION AGENDA***

10. RECOGNITIONS, ANNOUNCEMENTS, OR REPORTS

11. PUBLIC COMMENTS* – MATTERS NOT ON THE AGENDA

12. CONSENT AGENDA

12.1 24-0369

APPROVE MOTION TO AUTHORIZE A MICROSOFT ENTERPRISE

AGREEMENT FOR THE USE OF MICROSOFT SOFTWARE AND

2 May 14, 2024City Council/Successor Agency to
the Redevelopment Agency/Public
Financing Authority/Parking
Authority Concurrent
Meeting Agenda - Final

SERVICES
Recommended Action:

RECOMMENDATION
It is recommended that the City Council approve a motion:

1. Authorizing the City Manager to execute an amendment with Dell Marketing, LP (Attachment A) and Microsoft Enterprise Enrollment Agreement (Attachment B), extending the term of the Microsoft Enterprise Agreement for 36 months, for an annual estimated cost of $1,500,000 in FY 2024-25, $1,650,000 in FY 2025-26 and $1,815,000 in FY 2026-27, for Microsoft subscriptions and other Microsoft services utilizing the County of Riverside's cooperative purchasing agreement;

2. Approving findings which support and justify an exception to the competitive bid process;

3. Authorizing the City Manager to take necessary and appropriate actions to carry out the purpose and intent of this motion.

Department: Information Technology
Attachment A - Standard Agreement Amendment
Attachment B - Enrollment Form
Attachments:

12.2 24-0390 APPOINTMENTS TO WATER ADVISORY GROUP
Recommended Action: RECOMMENDATION
It is recommended that the City Council adopt a resolution authorizing appointments to the Council Water Committee's Water Advisory Group (WAG) of Rick Justice for a term commencing immediately and expiring January 31, 2027 and Samantha Johnson for a term commencing immediately and expiring January 31, 2025.

Department: City Clerk
Attachment A - Redacted Application.pdf
Proposed Resolution
Attachments:

12.3 24-0426 ADOPT A RESOLUTION APPROVING THE DISPLAY OF THE PRIDE

FLAG IN COMMEMORATION OF PRIDE MONTH
Recommended Action: RECOMMENDATION
It is recommended that the City Council adopt a resolution authorizing the City of Stockton to display the Pride Flag from June 25, 2024, to July 1, 2024, in commemoration of Pride Month.

Department: City Clerk
Proposed Resolution - Pride Flag DisplayAttachments:

12.4 24-0434 ADOPT A RESOLUTION DECLARING AND CERTIFYING THE RESULTS OF THE MARCH 5, 2024, CITY OF STOCKTON, PRIMARY

3 May 14, 2024City Council/Successor Agency to
the Redevelopment Agency/Public
Financing Authority/Parking
Authority Concurrent
Meeting Agenda - Final

MUNICIPAL ELECTION
Recommended Action:

RECOMMENDATION
It is recommended that the City Council adopt a resolution accepting the results of the March 5, 2024, City of Stockton, Primary Municipal Election as certified by the San Joaquin County Registrar of Voters.

Department: City Clerk
Proposed Resolution - Certifying Election Results
Exhibit 1 - Primary Election Results Certification
Exhibit 2 - Statement of Votes Cast
Attachments:

12.5 24-0466 ACCEPT COMMITTEE MINUTES FOR FILING
Recommended Action: RECOMMENDATION
Accept for filing minutes from the Salary Setting Commission meeting February 29, 2024
Department: City Clerk
Attachment A – 2024-02-29.pdfAttachments:

12.6 24-0476 APPROVAL OF CITY COUNCIL MINUTES
Recommended Action: RECOMMENDATION
Approve the minutes from the City Council meetings of February 28, 2024, April 2, 2024, April 16, 2024, and May 2, 2024
Department: City Clerk
Attachment A - 2024-02-28 Minutes.pdf
Attachment B - 2024-04-02 Minutes.pdf
Attachment C - 2024-04-16 Minutes.pdf
Attachment D – 2024-05-02 Minutes.pdf
Attachments:

12.7 24-0400 APPROVE A MOTION TO ENTER INTO AN AGREEMENT WITH

TECH LOGIC CORPORATION TO PURCHASE SELF-CHECKOUT

MACHINES AND SOFTWARE LICENSING FOR STOCKTON-SAN

JOAQUIN PUBLIC LIBRARIES

4 May 14, 2024City Council/Successor Agency to
the Redevelopment Agency/Public
Financing Authority/Parking
Authority Concurrent
Meeting Agenda - Final
Recommended Action:

RECOMMENDATION
It is recommended that the City Council approve a motion to:

1. Authorize the City Manager, or designee, to execute an Agreement with Tech Logic Corporation in an amount not to exceed $181,974.60 for the first year of the Agreement. (Attachment A), and with renewals as specified in the Agreement.

2. Approve findings that support and justify an exception to the competitive bidding process.

3. Authorize the City Manager, or designee, to take necessary and appropriate actions to carry out the purpose and intent of this motion.

Department: Community Services
Attachment A - Tech Logic AgreementAttachments:

12.8 24-0364 APPROVE A MOTION AUTHORIZING THE PURCHASE OF LIBRARY FURNITURE FOR THE MANTECA BRANCH LIBRARY CHILDREN’S

ROOM UTILIZING THE COOPERATIVE PURCHASING AGREEMENT

WITH NATIONAL COOPERATIVE PURCHASING ALLIANCE
Recommended Action:

RECOMMENDATION
It is recommended that the City Council approve a motion to:

1. Approve the use of a Cooperative Agreement through the National Cooperative Purchasing Alliance ("NCPA") Contract Number 07-85 with Demco, Inc. to acquire furniture, fixtures, and equipment for each of the Manteca branch library.

2. Authorize the City Manager, or designee to execute a multi-year Cooperative Purchasing Agreement for the Manteca Library, expiring September 30, 2025, in an amount not to exceed $269,880.45 with Demco, Inc.

3. Approve findings that support and justify an exception to the competitive bidding process.

4. Authorize the City Manager to take all necessary and appropriate actions to carry out the purpose and intent of this motion.

Department: Community Services
Attachment A - Cooperative Agreement with NCPAAttachments:

12.9 24-0074 AUTHORIZE AN AMENDMENT TO THE AGREEMENT WITH

ASSURED TECHNOLOGY, TO INSTALL SECURITY CAMERA AND

INTERCOM SYSTEMS IN THE DOWNTOWN PARKING GARAGES

5 May 14, 2024City Council/Successor Agency to
the Redevelopment Agency/Public
Financing Authority/Parking
Authority Concurrent
Meeting Agenda - Final
Recommended Action:

RECOMMENDATION
It is recommended that the City Council by motion:

1. Authorize an amendment to the agreement with Assured Technology, for the purchase and installation of new security camera and intercom systems for City owned parking garages in downtown Stockton, in an amount not to exceed $642,385.

2. Approve findings which support and justify an exception to the competitive bidding process pursuant to SMC Section 3.68.070(A)(5), using a Cooperative purchasing agreement through other governmental jurisdictions or public agencies; and

3. Authorize the City Manager, or designee, to take necessary and appropriate actions to carry out the purpose and intent of this motion.

Department: Economic Development
Attachment A - Amendment 1 - Assured Technology COOPAttachments:

12.10 24-0366 APPROVE RESOLUTION TO ESTABLISH A NEW

CLASSIFIED/UNREPRESENTED CLASSIFICATION SPECIFICATION

OF FIRE DEPARTMENT ADMINISTRATIVE MANAGER FOR THE

STOCKTON FIRE DEPARTMENT AND APPROVE THE PROPOSED

SALARY RANGE
Recommended Action:

RECOMMENDATION
It is recommended that the City Council adopt a resolution establishing a new classified/unrepresented position of Fire Department Administrative Manager for the Stockton Fire Department and assign the salary range.

Department: Human Resources
Proposed Resolution - Fire Department Administrative ManagerAttachments:

12.11 24-0387 ADOPT A RESOLUTION TO APPROVE THE MODIFICATION OF THE

UNREPRESENTED MANAGEMENT / CONFIDENTIAL AND LAW
EMPLOYEES’ COMPENSATION PLAN TO ADD A RETIREE

MEDICAL TRUST FOR UNREPRESENTED EMPLOYEES

PROMOTED FROM THE STOCKTON FIRE MANAGEMENT UNIT

6 May 14, 2024City Council/Successor Agency to
the Redevelopment Agency/Public
Financing Authority/Parking
Authority Concurrent
Meeting Agenda - Final
Recommended Action:

RECOMMENDATION
It is recommended that the City Council adopt a resolution to:

1. Amend the Unrepresented Management/Confidential and Law Employees' Compensation Plan effective July 1, 2023, to add a Retiree Medical Trust for Unrepresented employees promoted from the Stockton Fire Management Unit; and

2. Authorize the City Manager to execute the Joinder Agreement with IAFF Local 456 for the Retiree Medical Trust.

It is further recommended that the City Manager be authorized to take appropriate and necessary actions to carry out the purpose and intent of the resolution, including implementation of the updated Compensation plan.

Department: Human Resources
Attachment A - Unrepresented Plan - Redline
Attachment B - Joinder Agreement for IAFF Locals
Proposed Resolution
Exhibit 1 - Unrepresented Plan
Exhibit 2 - Joinder Agreement for IAFF Locals
Attachments:

12.12 24-0354 ADOPT A RESOLUTION TO AWARD A CONSTRUCTION CONTRACT TO WEST VALLEY CONSTRUCTION COMPANY, INC.

FOR THE WATER MAIN RELOCATION ALONG BONNIEBROOK
DRIVE
Recommended Action:

RECOMMENDATION
It is recommended that the City Council adopt a resolution to:

1. Approve the filing of Notice of Exemption No. NOE13-24 under the California Environmental Quality Act (CEQA) for the Water Main Relocation Along Bonniebrook Drive, Project No. UH21004 (Exhibit 1 to the Resolution).

2. Approve the project Plans and Specifications for the Water Main Relocation Along Bonniebrook Drive, Project No. UH21004.

3. Award a construction contract of $194,430 to West Valley Construction Company, Inc., of Campbell, CA, for the Water Main Relocation Along Bonniebrook Drive, Project No. UH21004 (Exhibit 2 to the Resolution).

It is also recommended that the City Manager be authorized to take appropriate and necessary actions to carry out the purpose and intent of this resolution.

Department: Municipal Utilities

7 May 14, 2024City Council/Successor Agency to
the Redevelopment Agency/Public
Financing Authority/Parking
Authority Concurrent
Meeting Agenda - Final
Proposed Resolution
Exhibit 1 - NOE
Exhibit 2 - Construction Contract
Attachments:

12.13 24-0355 ADOPT A RESOLUTION AWARDING A CONSTRUCTION CONTRACT TO ROBERT BURNS CONSTRUCTION, INC. FOR THE
RWCF OXIDATION PONDS NO. 2 AND NO. 3 INTERIOR LEVEE

ROADS REPAIR PROJECT
Recommended Action:

RECOMMENDATION
It is recommended that the City Council adopt a resolution to:

1. Approve the filing of Notice of Exemption No. NOE14-24 under the California Environmental Quality Act (CEQA) for the RWCF Oxidation Ponds No. 2 and No. 3 Interior Levee Roads Repair Project, Project No.

UW23016 (Exhibit 1 to the Resolution).

2. Approve the project Plans and Specifications for the RWCF Oxidation Ponds No. 2 and No. 3 Interior Levee Roads Repair Project, Project No.

UW23016.

3. Award a $593,032.26 construction contract to Robert Burns Construction, Inc. of Stockton, CA, for the RWCF Oxidation Ponds No. 2 and No. 3 Interior Levee Roads Repair Project, Project No. UW23016 (Exhibit 2 to the Resolution).

It is further recommended that the City Manager be authorized to take appropriate and necessary actions to carry out the purpose and intent of this resolution.

Department: Municipal Utilities
Proposed Resolution
Exhibit 1 - NOE
Exhibit 2 - Construction Contract
Attachments:

12.14 24-0358 ADOPT A RESOLUTION APPROVING FINDINGS AND AUTHORIZING CONTRACT AMENDMENT NO. 3 WITH USALCO, LLC FOR THE

PURCHASE OF WASTEWATER TREATMENT POLYMER

8 May 14, 2024City Council/Successor Agency to
the Redevelopment Agency/Public
Financing Authority/Parking
Authority Concurrent
Meeting Agenda - Final
Recommended Action:

RECOMMENDATION
It is recommended that the City Council adopt a resolution to:

1. Approve findings pursuant to Stockton Municipal Code Section 3.68.070 in support of an exception to the competitive bidding process.

2. Authorize the City Manager to execute a two (2) year contract extension with USALCO, LLC for a not-to-exceed amount of $17,791,945.

It is also recommended that the City Manager be authorized to take appropriate and necessary actions to carry out the purpose and intent of this resolution.

Department: Municipal Utilities
Proposed Resolution
Exhibit 1 - Amendment 3 with USALCO
Attachments:

12.15 24-0288 ADOPT A RESOLUTION AWARDING A CONTRACT TO

FERRELLGAS LP FOR THE PURCHASE OF PROPANE AT THE

DELTA WATER TREATMENT PLANT
Recommended Action:

RECOMMENDATION
It is recommended that the City Council approve a resolution to award a five-year contract to Ferrellgas LP for the amount not-to-exceed $101,923.75 ($2.26 per gallon) to purchase propane for the Delta Water Treatment Plant (Exhibit 1 to the Resolution).

It is further recommended that the City Manager be authorized to take all necessary and appropriate actions to carry out the purpose and intent of this resolution.

Department: Municipal Utilities
Proposed Resolution
Exhibit 1 - Contract
Attachments:

12.16 24-0302 ADOPT A RESOLUTION AWARDING TWO CHEMICAL SUPPLY

CONTRACTS FOR DRINKING WATER TREATMENT

9 May 14, 2024City Council/Successor Agency to
the Redevelopment Agency/Public
Financing Authority/Parking
Authority Concurrent
Meeting Agenda - Final
Recommended Action:

RECOMMENDATION
It is recommended that the City Council adopt a resolution to:

1. Award a five-year contract to Chemrite, Inc. of Buford, GA for the amount not-to-exceed $651,000 ($8.68 per gallon) to purchase corrosion inhibitor (Exhibit 1 to the Resolution).

2. Award a five-year contract to Northstar Chemical doing business as (DBA) Pacific Star Chemical, LLC of Sherwood, OR for the amount not-to-exceed $376,855.65 ($13.99 per gallon) to purchase citric acid (Exhibit 2 to the Resolution).

It is further recommended that the City Manager be authorized to take all necessary and appropriate actions to carry out the purpose and intent of this resolution.

Department: Municipal Utilities
Proposed Resolution
Exhibit 1 - Contract - Corrosion Inhibitor
Exhibit 2 - Contract - Citric Acid
Attachments:

12.17 24-0363 APPROVE FINDINGS AND A MOTION TO EXTEND THE STANDARD

AGREEMENT TERM WITH COMCATE SOFTWARE LLC FOR

PROFESSIONAL SERVICES
Recommended Action:

RECOMMENDATION
It is recommended that the City Council approve a motion to:

1. Approve findings which support and justify an exception to the competitive bidding process;

2. Approve the option to renew the professional services Standard Agreement with Comcate Software LLC in the amount not to exceed $714,598.11 for the additional four (4) year term; and

3. Authorize the City Manager to take necessary and appropriate actions to carry out the purpose and intent of this motion.

Department: Police
Attachment A - Agreement with Comcate Software
Attachment B - Amendment with Comcate Software
Attachments:

12.18 24-0379 ADOPT RESOLUTION TO AUTHORIZE THE MIRACLE MILE

PARKING LOTS RESURFACING PROJECT

10 May 14, 2024City Council/Successor Agency to
the Redevelopment Agency/Public
Financing Authority/Parking
Authority Concurrent
Meeting Agenda - Final
Recommended Action:

RECOMMENDATION
It is recommended that the City Council adopt a resolution to:

1. Approve Notice of Exemption No. NOE16-24 under the California Environmental Quality Act for the Miracle Mile Parking Lots Resurfacing, Project No. WC21021.

2. Approve the plans and specifications for the Miracle Mile Parking Lots Resurfacing, Project No. WC21021.

3. Award a Construction Contract in the amount of $168,090 to Consolidated Engineering, Inc. of Valley Springs, CA, for the Miracle Mile Parking Lots Resurfacing, Project No. WC21021.

It is also recommended that the City Manager be authorized to take appropriate and necessary actions to carry out the purpose and intent of this resolution.

Department: Public Works
Attachment A - Vicinity Map
Proposed Resolution
Exhibit 1 - Notice of Exemption
Exhibit 2 - Construction Contract
Attachments:

12.19 24-0380 APPROVE MOTION TO AUTHORIZE STANDARD AGREEMENT AMENDMENT NO. 1 FOR THE PURCHASE OF PLAYGROUND

EQUIPMENT AT FAKLIS, ILOILO, SHROPSHIRE, AND UNITY PARKS Recommended Action:

RECOMMENDATION
It is recommended that the City Council approve a motion to:

1. Approve findings pursuant to Stockton Municipal Code 3.68.070 in support of an exception to the competitive bidding process.

2. Authorize Standard Agreement Amendment No. 1, in the amount of $117,521.48, with Playcraft Systems, LLC and authorized dealer Park Planet for the purchase of replacement and upgraded playground equipment at Faklis, Iloilo, Shropshire, and Unity Parks.

3. Authorize an additional $100,000 of purchasing authority for future Playcraft Systems, LLC playground replacement components at City parks.

It is also recommended that the City Manager be authorized to take appropriate and necessary actions to carry out the purpose and intent of this motion.

Department: Public Works

11 May 14, 2024City Council/Successor Agency to
the Redevelopment Agency/Public
Financing Authority/Parking
Authority Concurrent
Meeting Agenda - Final
Attachment A - Vicinity Map
Attachment B - Standard Agreement Amendment
Attachments:

12.20 24-0322 THE FISCAL YEAR 2024-25 PROJECT LIST FOR THE ROAD REPAIR AND ACCOUNTABILITY ACT OF 2017 (SB1) AND

SUBMITTAL OF REPORTS TO THE CALIFORNIA

TRANSPORTATION COMMISSION
Recommended Action:

RECOMMENDATION
It is recommended that the City Council adopt a resolution to:

1. Approve the Fiscal Year 2024-25 project list for the Road Repair and Accountability Act of 2017 (SB1).

2. Approve submittal of reports to the California Transportation Commission related to the Road Repair and Accountability Act of 2017 (SB1).

It is also recommended that the City Manager be authorized to take appropriate and necessary actions to carry out the purpose and intent of this resolution.

Department: Public Works
Attachment A - RMRA FY 2023-24
Proposed Resolution
Exhibit 1 - FY 2024-25 Project List
Attachments:

12.21 24-0345 ADOPT RESOLUTION TO AUTHORIZE A COOPERATIVE

PURCHASE AGREEMENT FOR THE VAN BUSKIRK PARK

PLAYGROUND SURFACE PROJECT

12 May 14, 2024City Council/Successor Agency to
the Redevelopment Agency/Public
Financing Authority/Parking
Authority Concurrent
Meeting Agenda - Final
Recommended Action:

RECOMMENDATION
It is recommended that the City Council adopt a resolution to:

1. Appropriate funds in the amount of $177,952 from the California Department of Parks and Recreation Statewide Park Program to the Van Buskirk Park Playground Surface, Project No. WP22029.

2. Approve the use of a Cooperative Purchase Agreement through OMNIA Partners Contract No. R230202, to provide the City preferential pricing from Robertson Industries, Inc.

3. Authorize a contract with Robertson Industries, Inc. of Tempe, AZ, in the amount of $133,207.04 for the renovation of the Van Buskirk Park Playground Surface, Project No. WP22029.

4. Approve findings pursuant to Stockton Municipal Code section 3.68.070 in support of an exception to the competitive bidding process.

It is also recommended that the City Manager be authorized to take appropriate and necessary actions to carry out the purpose and intent of this resolution.

Department: Public Works
Proposed Resolution
Exhibit 1 - Cooperative Agreement - Robertson Recreational Attachments:

12.22 24-0348 ADOPT RESOLUTION TO AUTHORIZE THE OAK PARK SENIOR

CENTER PARKING LOT RESURFACING PROJECT

13 May 14, 2024City Council/Successor Agency to
the Redevelopment Agency/Public
Financing Authority/Parking
Authority Concurrent
Meeting Agenda - Final
Recommended Action:

RECOMMENDATION
It is recommended that the City Council adopt a resolution to:

1. Approve Notice of Exemption No. NOE17-24 under the California Environmental Quality Act for the Oak Park Senior Center Parking Lot Resurfacing, Project No. WD22012.

2. Approve the plans and specifications for the Oak Park Senior Center Parking Lot Resurfacing, Project No. WD22012.

3. Transfer funds in the amount of $19,101.08 from the Waterfront Lighting Restoration, Project No. WD22014, to the Oak Park Senior Center Parking Lot Resurfacing, Project No. WD22012.

4. Transfer funds in the amount of $76,140.30 from the Downtown Decorative Streetlight LED Conversion, Project No. WD22016, to the Oak Park Senior Center Parking Lot Resurfacing, Project No. WD22012.

5. Transfer funds in the amount of $100,173.33 from the Downtown Abandoned Meter Pole Removal, Project No. WD22015, to the Oak Park Senior Center Parking Lot Resurfacing, Project No. WD22012.

6. Award a Construction Contract in the amount of $680,000 to George Reed, Inc. of Modesto, CA, for the Oak Park Senior Center Parking Lot Resurfacing, Project No. WD22012.

It is also recommended that the City Manager be authorized to take appropriate and necessary actions to carry out the purpose and intent of this resolution.

Department: Public Works
Attachment A - Vicinity Map
Proposed Resolution
Exhibit 1 - Notice of Exemption
Exhibit 2 - Construction Contract - CWTA
Attachments:

12.23 24-0085 ADOPT RESOLUTION TO APPROVE PROFESSIONAL SERVICES CONTRACT AMENDMENT NO. 3 AND APPROPRIATE FUNDS FOR

THE MAIN STREET COMPLETE STREETS PROJECT

14 May 14, 2024City Council/Successor Agency to
the Redevelopment Agency/Public
Financing Authority/Parking
Authority Concurrent
Meeting Agenda - Final
Recommended Action:

RECOMMENDATION
It is recommended that the City Council adopt a resolution to:

1. Authorize Professional Services Contract Amendment No. 3 in the amount of $76,500 with Siegfried Engineering, Inc. for the Main Street Complete Streets, Project No. WT18006.

2. Appropriate funds in the amount of $30,000 from the Public Facilities Fee Air Quality Fund Balance to the Main Street Complete Streets, Project No. WT18006.

It is also recommended that the City Manager be authorized to take appropriate and necessary actions to carry out the purpose and intent of this resolution.

Department: Public Works
Attachment A - Vicinity Map
Proposed Resolution
Exhibit 1 - Amendment No. 3
Attachments:

12.24 24-0166 APPROVE MOTION TO PURCHASE TWO STRIPING CARTS AND

ONE TRAILER
Recommended Action: RECOMMENDATION
It is recommended that the City Council approve motion to:

1. Approve findings pursuant to Stockton Municipal Code section 3.68.070 in support of an exception to the competitive bidding process.

2. Authorize the City Manager to execute a Purchase Agreement for a total of $352,944.58 with Mark Rite Lines Equipment Company, Inc. of Billings, MT, to purchase two Mini Mac 400 striping carts and one Detail Pro 4000 trailer for the Public Works Department.

It is also recommended that the City Manager be authorized to take appropriate and necessary actions to carry out the purpose and intent of this motion.

Department: Public Works
Attachment A - Vehicle Purchase and Replacement List
Attachment B – Quotes
Attachments:

12.25 24-0204 ADOPT RESOLUTION TO AUTHORIZE THE RALPH AVENUE

SEWER TRUNK LINE REHABILITATION, PHASE II, PROJECT

15 May 14, 2024City Council/Successor Agency to
the Redevelopment Agency/Public
Financing Authority/Parking
Authority Concurrent
Meeting Agenda - Final
Recommended Action:

RECOMMENDATION
It is recommended that the City Council adopt a resolution to approve Notice of Exemption No. NOE8-24 under the California Environmental Quality Act and obtain an encroachment permit from the Central Valley Flood Protection Board for the work within Duck Creek for the Ralph Avenue Sewer Trunk Line Rehabilitation, Phase II, Project No. UW18024.

It is also recommended that the City Manager be authorized to take appropriate and necessary actions to carry out the purpose and intent of this resolution.

Department: Public Works
Attachment A - Vicinity Map
Proposed Resolution
Exhibit 1 - Notice of Exemption
Attachments:

12.26 24-0272 APPROVE MOTION TO AUTHORIZE THE 2024 ON-CALL MATERIAL

TESTING SERVICES FOR VARIOUS CITY PROJECTS

16 May 14, 2024City Council/Successor Agency to
the Redevelopment Agency/Public
Financing Authority/Parking
Authority Concurrent
Meeting Agenda - Final
Recommended Action:

RECOMMENDATION
It is recommended that the City Council approve a motion to:

1. Approve the 2024 On-Call List of Consulting Firms for federal and local projects for a three-year period, with two one-year options to extend, for a total of up to five years.

2. Award a Professional Services Contract to Kleinfelder, Inc. of Stockton, CA, in excess of $100,000, not to exceed $500,000 cumulatively per contract, for the 2024 On-Call Material Testing Services for Various City Projects, Project No. SEB-24-001.

3. Award a Professional Services Contract to Terracon Consultants, Inc. of Lodi, CA, in excess of $100,000, not to exceed $500,000 cumulatively per contract, for the 2024 On-Call Material Testing Services for Various City Projects, Project No. SEB-24-001.

4. Award a Professional Services Contract to Universal Engineering Sciences of Stockton, CA, in excess of $100,000, not to exceed $500,000 cumulatively per contract, for the 2024 On-Call Material Testing Services for Various City Projects, Project No. SEB-24-001.

5. Approve findings pursuant to Stockton Municipal Code section 3.68.070 in support of an exception to the competitive bidding process.

6. Authorize the City Manager to execute task orders to the Professional Services Contracts for the 2024 On-Call Material Testing Services for Various City Projects, Project No. SEB-24-001, in excess of $100,000, not to exceed $500,000 cumulatively per Professional Services Contract.

It is also recommended that the City Manager be authorized to take appropriate and necessary actions to carry out the purpose and intent of this motion.

Department: Public Works
Attachment A - Contract with Kleinfelder, Inc.

Attachment B - Contract with Terracon Consultants, Inc.

Attachment C - Contract with Universal Engineering Sciences Attachments:

12.27 24-0393 APPROVE MOTION TO AWARD A SERVICE CONTRACT FOR

PROFESSIONAL PEST CONTROL SERVICES

17 May 14, 2024City Council/Successor Agency to
the Redevelopment Agency/Public
Financing Authority/Parking
Authority Concurrent
Meeting Agenda - Final
Recommended Action:

RECOMMENDATION
It is recommended that the City Council approve a motion to:

1. Approve findings pursuant to Stockton Municipal Code section 3.68.070 in support of an exception to the competitive bidding process.

2. Award a five-year Service Contract, in the amount not to exceed $423,006, to California Professional Pest Control dba California Pest Control of Stockton, CA, for Professional Pest Control Services, Project No. OM-24-068.

3. Authorize the City Manager to execute one optional two-year extension to this Service Contract, in the amount not to exceed $184,933.50, for a total aggregate contract amount of $607,939.50.

It is also recommended that the City Manager be authorized to take appropriate and necessary actions to carry out the purpose and intent of this motion.

Department: Public Works
Attachment A - Contract for Services Corp Yard
Attachment B - Initial Term Funding Split
Attachment C - Optional Extension Funding Split
Attachments:

12.28 24-0399 PARK IMPROVEMENTS AT OAK, MATTIE HARRELL, AND SOUSA PARKS
Recommended Action: RECOMMENDATION
It is recommended that the City Council adopt a resolution to:

1. Appropriate funds in the amount of $950,000 from the General Fund Balance to the Oak Park Improvements, Project No. WP24044.

2. Appropriate funds in the amount of $400,000 from the General Fund Balance to the Mattie Harrell Playground Replacement, Project No.

WP24045.

3. Appropriate funds in the amount of $650,000 from the General Fund Balance to the Sousa Pool Improvement, Project No. WP24046.

4. Authorize funds for the above items to be transferred out of the General Fund into the General Capital Fund, as appropriate.

It is also recommended that the City Manager be authorized to take appropriate and necessary actions to carry out the purpose and intent of this resolution.

Department: Public Works

18 May 14, 2024City Council/Successor Agency to
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Meeting Agenda - Final
Attachment A - Vicinity Map
Proposed Resolution
Attachments:

12.29 24-0518 APPOINTMENT OF INTERIM CITY CLERK
Recommended Action: RECOMMENDATION
Approve a resolution appointing Katherine Roland as the Interim City Clerk for the City of Stockton and authorizing the Mayor, on behalf of the City Council, to execute an employment contract with Katherine Roland setting forth the conditions of employment.

Department: City Attorney
Proposed Resolution
Exhibit 1 - Interim City Clerk Agreement
Attachments:

13. ADMINISTRATIVE MATTERS

14. UNFINISHED BUSINESS

15. NEW BUSINESS

15.1 24-0435

AUTHORIZE THE ACQUISITION OF REAL PROPERTY LOCATED AT
303 NORTH EL DORADO STREET AND ESTABLISH A

REDEVELOPMENT FUND

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Recommended Action:

RECOMMENDATION
It is recommended that the City Council adopt a resolution:

1. Authorizing the acquisition of real property located at 303 North El Dorado Street, Stockton California, APN 139-080-03 (Property) from Wells Fargo Bank (Seller) in the amount of up to $425,000;

2. Authorizing, upon acquisition of the Property, a lease-back of a portion of the Property to Seller pursuant to terms substantially similar to the Branch and Office Lease Agreement included as Exhibit 1 to the resolution.

3. Establishing a Redevelopment Unrestricted Sub-Fund within the General Fund; as a mechanism for use in the City's redevelopment efforts including acquisition, blight abatement, demolition, and other actions to support the City's development; authorizing a budget amendment and transfer in the amount of $1.94 million from the Economic Development Department's General Fund to the Redevelopment Fund.

4. Authorizing the appropriation of Downtown Infill Infrastructure Reimbursement Program funds from Economic Development Budget to the Redevelopment fund to be used for property acquisition, demolition, and environmental clearance to include the acquisition and related costs of 303 North El Dorado Street;

5. Authorizing the filing Notice of Exemption under Section 15061(B)(3) under the California Environmental Quality Act (CEQA) for the acquisition of real property located at 303 North El Dorado Street, Stockton California, APN 139-080-03

6. Authorizing the City Manager to execute a purchase and sale agreement substantially similar in form to the exhibits attached to the resolution, any needed lease agreements associated with this transaction, as well as any due diligence costs associated with the purchase of the Property, and take actions necessary and appropriate to carry out the purpose and intent of this resolution.

Department: Economic Development
Attachment A - Vicinity Map
Attachment B - Aerial Map
Proposed Resolution
Exhibit 1
Exhibit 2
PPT - 15.1 - Acquire 303 N. El Dorado and Establish Fund Attachments:

15.2 23-1107 ADOPT A RESOLUTION TO ACCEPT A FEDERAL CLIMATE

POLLUTION REDUCTION PLANNING GRANT IN THE AMOUNT OF
$1,000,000

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Recommended Action:

RECOMMENDATION
It is recommended that the City Council adopt a resolution to:

1. Authorize the City Manager to execute a grant agreement from the United States Environmental Protection Agency Office of Air and Radiation in the amount of $1,000,000;

2. Authorize the City Manager to appropriate grant revenues and expenditures in the amount of $1,000,000 and;

3. Authorize the City Manager to execute and manage contractor agreements and consultant agreements in amounts consistent with the Grant Agreement.

It is also recommended that the City Council authorize the City Manager to take appropriate and necessary actions to carry out the purpose and intent of the resolution.

Department: City Manager
Proposed Resolution - CPRG Planning Grant
Exhibit 1 - CPRG Agreement
PPT - 15.2 - Climate Action Plan
Attachments:

16. HEARINGS**

17. CITY MANAGER'S UPDATE

18. COUNCIL COMMENTS

19. ADJOURNMENT

INFORMATIONAL ITEMS

1. 24-0464

COUNCIL COMMITTEE/BOARD AND COMMISSION MINUTES
Recommended Action: RECOMMENDATION
Information item only. No action required.

Department: City Clerk

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CSC 2024-02-15.pdf
Planning Commission 2023-12-14.pdf
Planning Commission 2024-01-25.pdf
Planning Commission 2024-02-08.pdf
Planning Commission 2024-02-22.pdf
Strong Communities 2023-06-05.pdf
Strong Communities 2024-01-25.pdf
Attachments:

2. 24-0443 CIVIL SERVICE/EQUAL EMPLOYMENT COMMISSION’S 2023

ANNUAL REPORT
Recommended Action: RECOMMENDATION
Informational item only. No action is necessary.

Department: Human Resources
Attachment A - 2023 Annual Report to Council
Attachment B - 2023 Attendance Roster
Attachments:

CERTIFICATE OF POSTING
I declare, under penalty of perjury, that I am employed by the City of Stockton and that I caused this agenda to be posted in the City Hall notice case on May 10, 2024 in compliance with the Brown Act.

Eliza R. Garza, CMC
City Clerk
By: ________________________________

Deputy

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PUBLIC COMMENTS
*
Citizens may comment on any subject within the jurisdiction of the City Council/Successor Agency to the Redevelopment Agency/Public Finance Authority/Parking Authority, including items on the Agenda. Each speaker is limited to two minutes. Speakers must submit “Request to Speak” cards to the City Clerk, and be prepared to speak when called. No speaker cards will be received after the close of the Citizen’s Comments portion of the meeting.
**Speakers should hold comments on items listed as a Hearing until the Hearing is opened.

The City of Stockton invites public comments in multiple forms. You provide your comments by using one of these methods:

1. Email - you may email your comments to [email protected]

2. Voicemail - you can leave a voice message by dialing (209) 937-8459.

3. In-Person Comments - a) Speakers must submit "request to speak cards" to the Clerk prior to the Public Comment portion of the agenda. No speaker cards will be accepted after the close of Public Comment. Please redirect any inquiries to [email protected]. b) Address only issues over which the meeting body has jurisdiction. c) Each speaker will be limited to one 2-minute comment opportunity. Donating time is not authorized. d) Your time will be displayed on the speaker podium for convenience. *
All written and voicemail public comments received by the Clerk's Office 90 minutes prior to the meeting start time will be forwarded to the meeting body members as correspondence and attached the minutes. All comments received after that time will be forwarded as correspondence the following business day. ***Additions to the Agenda - Government Code Section 54954.2(b)(2), allows members of the City Council present at the meeting to take immediate action, with either a two-thirds or unanimous vote, to place an item on the agenda that action must be taken and that the item came to the attention of the City subsequent to the agenda being posted.

All proceedings before this meeting body are conducted in English. The City of Stockton does not furnish language interpreters and, if one is needed, it shall be the responsibility of the person needing one.

In accordance with the Americans With Disabilities Act and California Law, it is the policy of the City of Stockton to offer its public programs, services and meetings in a manner that is readily accessible to everyone, including those with disabilities. If you are a person with a disability and require a copy of a public hearing notice, or an agenda and/or agenda packet in an appropriate alternative format; or if you require other accommodation, please contact the Office of the City Clerk located at 425 North El Dorado Street, Stockton, California 95202 during normal business hours or by calling (209) 937-8458, at least 5 days in advance of the hearing/meeting. Advance notification within this guideline will enable the City/Agency to make reasonable arrangements to ensure accessibility.

Materials related to an item on this agenda submitted to City Council after distribution of the agenda packet are available for public inspection in the City Clerk's Office at 425 North El Dorado Street, Stockton, California 95202, during normal business hours. Such documents are also available on the City's website at www.stocktongov.com subject to staff's ability to post the documents before the meeting.

CHALLENGING CITY DECISIONS: The time limit within which to commence any lawsuit or legal challenge to any quasi-adjudicative decision made by the City is governed by Section 1094.6 of the Code of Civil Procedure, unless a shorter limitation period is specified by any other provision. Under Section 1094.6, any lawsuit or legal challenge to any quasi-adjudicative decision made by the City must be filed no later than the 90th day following the date on which such decision becomes final. Any lawsuit or legal challenge, which is not filed within that 90-day period, will

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be barred. If a person wishes to challenge the nature of the above section in court, they may be limited to raising only those issues they or someone else raised at the meeting described in this notice, or in written correspondence delivered to the City of Stockton, at or prior to the meeting. In addition, judicial challenge may be limited or barred where the interested party has not sought and exhausted all available administrative remedies.

24 City of Stockton
Legislation Text
File #: 24-0369, Version: 1

APPROVE MOTION TO AUTHORIZE A MICROSOFT ENTERPRISE AGREEMENT FOR THE USE

OF MICROSOFT SOFTWARE AND SERVICES

RECOMMENDATION
It is recommended that the City Council approve a motion:

1. Authorizing the City Manager to execute an amendment with Dell Marketing, LP (Attachment A) and Microsoft Enterprise Enrollment Agreement (Attachment B), extending the term of the Microsoft Enterprise Agreement for 36 months, for an annual estimated cost of $1,500,000 in FY 2024-25, $1,650,000 in FY 2025-26 and $1,815,000 in FY 2026-27, for Microsoft subscriptions and other Microsoft services utilizing the County of Riverside’s cooperative purchasing agreement;

2. Approving findings which support and justify an exception to the competitive bid process;

3. Authorizing the City Manager to take necessary and appropriate actions to carry out the purpose and intent of this motion.

Summary
The City of Stockton entered a three-year Microsoft Enterprise Agreement (EA) with Dell Marketing on July 1, 2021, utilizing a cooperative agreement established by Riverside County. The agreement is set to expire June 30, 2024. The EA is a citywide agreement that allows the usage of Microsoft products and licenses, including Office 365 cloud-based email system, Microsoft Word, Excel, PowerPoint, Publisher, OneDrive, SharePoint, and Teams. The EA also provides for centralized document storage in the cloud, which helps the City meet the requirements of the California Public Records Act (CPRA) by providing the tools necessary to perform public records requests in the email system and in documents stored on the Microsoft platform. In addition, the City continues to transition data storage and services to the Microsoft Azure cloud. Moving services from the City’s data center to Microsoft’s secure government cloud reduces the burden on the City’s data centers and results in a more streamlined and flexible data storage environment. The EA is an essential contract to support the City’s day-to-day work activities.

Riverside County amended its contract to run through October 31, 2024, which allows agencies to renew their Microsoft Enterprise Agreement for another 36-month term. Staff recommend renewing the Microsoft enrollment agreement via continued utilization of the Riverside cooperative agreement for an additional 36 months, with an annual estimated cost of $1,500,000 in FY 2024-25, $1,650,000 in FY 2025-26 and $1,815,000 in FY 2026-27, for Microsoft subscriptions and services.

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DISCUSSION
Background
Nine years ago, the City migrated from a legacy email system that was hosted on local servers in the data center and legacy Microsoft productivity suites to the latest Microsoft Exchange/Outlook hosted email solution utilizing Microsoft’s Enterprise Agreement. This migration greatly expanded productivity and provided the latest technology tools available to City employees and created a more stable technology environment. In addition, Microsoft Office 365 offered new document storage and online collaboration systems for employees, resulting in greater efficiency and teamwork and a more secure and resilient environment with a higher degree of cyber security.

The IT Department’s highest priority is to continue to provide a range of systems and services that City departments can rely on to efficiently carry out their work, including email, calendar, as well as ease of access from all devices. In addition, IT leadership recognizes that an integrated suite of office productivity software, online document storage and collaborative online workspaces are industry standards and will continue to allow City departments to work more effectively and collaboratively.

The IT Department strives for an easy-to-use, reliable, secure, 'always on' IT infrastructure on the client’s behalf.

The migration to Microsoft Office 365 and complementary Microsoft products has greatly expanded the productivity and technology tools available to City employees. More importantly, this migration established email and document storage on a stable, reliable, and robust platform. In addition, over the few years, the City has widely adopted Microsoft Teams to conduct remote meetings. This was available through our existing enterprise agreement and required minimal cost for those conducting meetings to provide a dial-in number for the meetings. Microsoft Office 365 continues to provide employees with much-needed tools to work more effectively and collaboratively.

Riverside County negotiated a Master Microsoft Enterprise Agreement through a competitive solicitation process and established a cooperative purchasing agreement to include all government entities within the State of California. This Master Agreement has been used by more than 900 organizations in California. Riverside County completed a solicitation for Microsoft services on October 22, 2019. This competitive process included ten licensing solution providers, and the IT Department determined Dell Marketing, LP to be the lowest responsive and responsible bidder for Riverside County. Dell Marketing, LP offers the highest discount compared to the other vendors included in the cooperative. With City Council approval of Motion 2021-05-25-1205, the City of Stockton entered a three-year Microsoft Enterprise Agreement (EA) with Dell Marketing on July 1, 2021, utilizing the cooperative agreement established by Riverside County.

On April 1, 2020, Riverside County executed Amendment 1 to the licensing solution provider agreement with Dell Marketing L.P., extending the agreement through October 31, 2024. This extension allows agencies to continue to renew their Microsoft Enterprise agreement for another 36- month term. This program allows cities like the City of Stockton to respond to rapidly changing technology needs without completing repetitive, resource-intensive processes to procure the latest software. Utilizing the extension and renewing the Microsoft Enterprise agreement will allow the City to continue utilizing Microsoft products and services at discounted rates.

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Present Situation
The current Microsoft EA licensing term for Office 365 and other products expires on June 30, 2024.

Staff recommend continuing and leveraging the investments in Microsoft Office 365 by renewing the Microsoft EA and licensing for an additional 3-year term.

Staff recommend procuring Microsoft services through a renewed Microsoft EA for Microsoft Office, utilizing the cooperative agreement established by Riverside County, because the agreement allows the City to pay an annual fee and subscribe to the needed software at a discounted price and saves time on resource-intensive, repetitive processes. The price is set forth per the terms of the enterprise agreement. The City continues to receive the latest releases without paying additional fees and is able to respond rapidly to changing technological needs. Leveraging the Riverside County cooperative agreement saves the City time and resources and achieves cost savings that the City would not attain independently.

The annual investment for Microsoft products is estimated at $1,500,000 in FY 2024-25, $1,650,000 in FY 2025-26, and $1,815,000 in FY 2026-27, totaling $4,965,000. These conservative estimates represent the number of services that we anticipate using for three product areas (see table below).

Although the package of services procured will fluctuate based on the needs of City departments, and the City will only be charged for actual services provided, a preliminary plan is summarized in the chart below. Office 365 represents the ongoing and anticipated growth costs for hosted email, Word, Excel, PowerPoint, One Drive, Project, Visio, and SharePoint. Additionally, the City will also subscribe to Microsoft Security (G3/G5), achieving enhanced security, including the Windows Enterprise operating system and advanced threat protection. Azure represents Microsoft’s cloud services, including server, application, backup hosting, and recovery.

Business Solution Prior 3-year EA FY 2024-25 FY 2025-26 FY 2026-27 Office 365 - Microsoft Security &
Business Products
$2,399,000 $1,162,601 $1,278,348 $1,406,183
Additional Azure Cloud $595,000 $144,155 $158,570 $174,427 Microsoft Copilot (AI) $193,244 $213,082 $234,390
Total $2,994,000 $1,500,000 $1,650,000 $1,815,000
Costs for the core Office 365 products in future years are comparable to current costs, with incremental increases for procurement of new licenses for new employees, additional SharePoint storage as that service is fully implemented, and new servers, should the need arise. Microsoft Azure services purchases provide space for storage, network, and virtual machines in the Microsoft Cloud.

The G5 Security features offer advanced threat protection capabilities that go beyond the features available in G3. It includes enhanced threat intelligence and real-time analysis to detect and respond to sophisticated cyber threats more effectively. G5 Security provides comprehensive identity and access management tools, enabling the City to enforce stronger authentication protocols and access controls. Multi-factor authentication and conditional access policies become more robust with G5 Security, reducing the risk of unauthorized access to our systems and data. The G5 security feature supports secure collaboration and communication tools that enhance our ability to protect confidential information shared within and outside the organization.

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Features like information rights management and secure messaging contribute to a more secure and compliant collaboration environment. With the increasing frequency of data breaches, a more sophisticated Data Loss Prevention solution is necessary to safeguard our sensitive information. G3 and G5 Security Suite integrate seamlessly with advanced threat intelligence platforms, enriching our security posture by leveraging up-to-date information on emerging threats and vulnerabilities.

Microsoft's AI solutions offer features like intelligent automation, data analysis, and improved user experience. Adding Microsoft AI to our licensing will help as we move towards future implementations. With AI tools, users will be able to streamline daily processes, analyze data for current situations, and predict future events and opportunities. The AI tools will also allow for the City to address the public in a way that provides a better experience for our citizens and their access to City resources. We will also be able to stay ahead of the curve as more and more AI tools are used in the day-to-day operations of producing and presenting information that supports the growth of the City.

The Microsoft EA allows the City to purchase a broad range of services that provide additional tools for City employees to work more productively. This package provides tools within an integrated system and includes automatic updates and upgrades to all products. This package provides modernized tools and follows best practices in the technology industry, including greater operational flexibility. This approach frees up IT staff time to work on other projects. It also provides important flexibility in providing data and application services to the cloud.

Findings
Stockton Municipal Code section 3.68.070 provides an exception to the competitive bidding process in cases where the City Council has approved findings that support and justify the exception. The proposed findings are as follows:

1. The City of Stockton has a continued need for core, cloud-based enterprise software products.

2. Riverside County has established a cooperative purchase agreement with Dell Marketing, LP, and offers all entities within the State of California the same terms and conditions, the same price, and the same effective period for these products.

3. Riverside County established these cooperative purchase agreements pursuant to a competitive bidding process.

4. The bid specifications used by Riverside County have been assessed by Procurement as compatible with City of Stockton standards with regards to the formal process, lowest pricing, awarded contract, and cooperative purchasing language allowing public agencies to avail such process and pricing.

5. Continuing to utilize current Microsoft technology will leverage investments in employee training, resulting in greater efficiency and collaboration realized through this technology.

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6. Continuing to utilize current Microsoft technology will generate an increase in user productivity by enabling integration with other automated systems the City is currently using.

FINANCIAL SUMMARY
Expenditures for the Microsoft EA for Office 365 and Azure are estimated as follows:

Fiscal Year Amount
FY 2024-25 $ 1,500,000
FY 2025-26 $ 1,650,000
FY 2026-27 $ 1,815,000
TOTAL $ 4,965,000
Purchases made from this cooperative agreement will be funded through the Technology Internal Service Fund 510, project accounts, or department accounts and will not exceed budget authority.

Following Council approval of the annual budget for FY 2024-25, an appropriation of funds will be included in an amount sufficient to fund the FY 2024-25 estimated cost of $1,500,000. Funding for subsequent contract years will be subject to approval through the annual budget development process.

Attachment A - Agreement Amendment with Dell Marketing
Attachment B - Microsoft Enterprise Agreement Enrollment Form City of Stockton Printed on 5/8/2024Page 5 of 5
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29

AMENDMEN
T #2
AGR

EEMENT FOR MICROSOFT SOFTWARE AND SERVICES THROUGH DELL MARKETING, L.P.

MICROSOFT ENTERPRISE AGREEMENT
This amendment (“Amendment”) to the above-referenced agreement (“Agreement”) is entered into on ________________, 2024, between the City of Stockton, a municipal corporation (“City”), and Dell Marketing, L.P. (“Contractor”)

RECITALS
On July 1, 2021, City entered into a three-year Microsoft Enterprise Agreement (“EA”) with Microsoft Corporation through Contractor as Microsoft Corporation’s Reseller. Through the EA, City is able to utilize Microsoft software and services.

City entered into the EA utilizing the pricing, terms, and structure of a Master Microsoft Enterprise Agreement, negotiated by County of Riverside and entered into with Contractor, to serve as a cooperative purchasing agreement for public entities (Master Agreement No. 8084445, PSA-0001524, and related agreements). To that effect, the terms of the aforementioned agreements between County of Riverside and Contractor are incorporated into the Agreement.

On February 8, 2022, City and Contractor amended the Agreement through Amendment 1, to pay for switching from Microsoft Azure government cloud to Microsoft Azure commercial cloud environment.

The term of the Agreement is set to expire on June 30, 2024. City and Contractor now desire to extend the term and increase the not-to-exceed amount of the Agreement for the provision of Microsoft Office 365, Microsoft Security and business products, Azure Cloud, Microsoft Copilot, and other software and services.

Now, therefore, the parties mutually agree as follows.

AMENDMENT
Term. The Term of the Agreement is extended, and shall now run through June 30, 2027.

Not-to-exceed Amount. The Agreement not-to-exceed amount shall be increased by $4,965,000 for the additional three years of the Term, for a new total not-to-exceed amount of $7,959,000.

All other terms and conditions of the Agreement shall remain unchanged and remain in full force and effect.

IN WITNESS WHEREOF, the authorized parties have executed this Amendment.

ATTACHMENT A
30 AMENDMENT #2 AGREEMENT FOR MICROSOFT SOFTWARE AND SERVICES THROUGH DELL MARKETING, L.P.

CITY OF STOCKTON CONTRACTOR
_________________________ _______________________
Harry Black, City Manager Signature
ATTEST: _________________________
P r i n t n a m e
_________________________
City Clerk _________________________
T i t l e
APPROVED AS TO FORM:
_________________________
City Attorney

ATTACHMENT A
31 Sam Andrews
[email protected]
512.720.4469
Microsoft Enterprise Agreement (EA) #: (TBD) Renewal of 6547320 (exp 6/30/24) Date of Issue: 4/23/2024
Customer: City of Stockton Quote Expires: 6/30/2024
Product Description - Online Services Mfg# Quantity Months Unit Price Ext. Price M365 G3 Unified FUSL GCC Sub Per User AAD-34704 1965 12 $31.50 $742,770.00 M365 G5 GCC StepUp from M365 G3 Per User (you currently have 5 O365- G5 users; if you wanted to keep them this is the best SKU to use here) AAL-45737 5 12 $18.38 $1,102.80 M365 G5 Security GCC Sub Per User 8ZZ-00001 1960 12 $10.51 $247,195.20 O365 Extra File Storage GCC Sub Add-on Extra Storage 1 GB M9T-00002 2048 12 $0.18 $4,423.68 Power BI Pro GCC Sub Per User DDJ-00001 12 12 $7.44 $1,071.36 Project Online Essentials GCC Sub Per User (NOTE - you may want to replace this with Project Plan 1, which would be $7.44/month) 3PN-00001 5 12 $5.22 $313.20 Project P3 GCC Sub Per User 7MS-00001 164 12 $22.34 $43,965.12 Teams AC with Dial Out US/CA GCC Sub Add-on ($0.00) NYH-00001 1960 12 $0.00 $0.00 Teams Domestic Calling Plan GCC Sub 120 Min Per User LM9-00003 5 12 $5.26 $315.60 Teams Phone Standard GCC Sub Per User LK9-00003 5 12 $5.95 $357.00 Visio P2 GCC Sub Per User P3U-00001 195 12 $11.17 $26,137.80 Product Description - Perpetual Licenses with Software Assurance Mfg# Quantity Annual Unit Price Ext. Price SQL Server Standard Core ALNG SA MVL 2Lic CoreLic 7NQ-00292 48 (annual SA) $634.22 $30,442.56 Win Remote Desktop Services CAL ALng SA UCAL 6VC-01254 40 (annual SA) $23.30 $932.00 Win Server DC Core ALNG SA MVL 2Lic CoreLic 9EA-00278 224 (annual SA) $123.79 $27,728.96 Additional Tenant: Azure-Commercial Mfg# Quantity Annual Unit Price Ext. Price Azure prepayment (annual commit was around $36k - can adjust to whatever you would like - actual run-rate looks to be around $180k/year) 6QK-00001 30 12 $99.57 $35,845.20 Annual Payment: $1,162,600.48
Total of 3 years of payments: $3,487,801.44
2024 EA Renewal as M365-G3 + G5 Security Suite

ATTACHMENT A
32 COUNTY OF RIVERSIDE
AMENDMENT NO. I TO THE LICENSING SOLUTION PROVIDER AGREEMENT WITH
Original Contract Term:

Original Contract ID:

Effective Date of Amendment:

Dell Marketing L.P.
11/01/2019 through I 0/3 l /2021
PSA-0001524
04/01/2020
Original Annual Maximum Contract Amount: $0
Amended Annual Maximum Contract Amount: $0
This AMENDMENT NO. I TO THE LICENSING SOLUTION PROVIDER AGREEMENT with Dell Marketing L.P. ("First Amendment"), dated as of O I April 2020, is entered into by and between the County of Riverside ("COUNTY"), a political subdivision of the State of California, and Dell Marketing L.P. ("CONTRACTOR"), a Texas corporation, sometimes collectively referred to as the "Parties".

RECITALS
WHEREAS, COUNTY and Microsoft Corporation ("Microsoft") have entered into that certain Microsoft Enterprise Agreement (Master Agreement No. 8084445; the "Master Agreement"), effective August 23, 2019, under which COUNTY has the ability to enter into one or more enrollments to order certain Microsoft product licenses;
WHEREAS, CONTRACTOR and COUNTY entered into the aforementioned Licensing Solution Provider Agreement Number PSA-0001524 (the "Agreement") to provide support services to COUNTY and its Enrolled Affiliates (as defined in the Master Agreement) for said licenses; and WHEREAS, COUNTY and CONTRACTOR now desire to amend the Agreement for the first time to extend the period of performance of the Agreement.

NOW, THEREFORE, for good and valuable consideration the receipt and adequacy of which 1s hereby acknowledged, the Parties agree as follows:

I. The above recitals are true and correct, and are incorporated herein by reference.

2. Section 4 of the Agreement is hereby deleted in its entirety and replaced with the following:
"This Agreement shall be effective from November I, 2019 through October 31, 2024, unless terminated earlier (the "Term")."

3. Section 9 of the Agreement is hereby deleted in its entirety and replaced with the following:
"Usage Reporting: CONTRACTOR will provide to COUNTY the Licensed Support Provider (LSP) Reporting of Active Enrollments to Master Microsoft Enterprise Agreement No. 8084445, Select Plus Agreement No. 7756479, Microsoft Premier, Unified, and MCS Support services, showing a list of enrollments by December 15th of each year. Forms shall be submitted electronically to [email protected]. A copy of the form is attached hereto as Exhibit D and incorporated herein by reference."

4. Capitalized Terms/Amendment to Prevail. Unless defined herein or the context requires otherwise, all capitalized terms herein shall have the meaning defined in the Agreement, as heretofore I
BOS agenda #3.16 Approved 22 October 2019
Form #116-311 Revision Date: 01/13/2016
RCIT 3450 14th Street, Riverside, CA 92501

ATTACHMENT A
33 5.

COUNTY OF RIVERSIDE
/\i'vlENDivlENTNO. I TO THE LICENSING SOLUTION PROVIDC-:R AGREL-:f'vlENT WITII
Dell rvlarketing L.P.
omcnded. The prnvIsIons or this First /\rncndrncnt shall prevail over any incnnsistL:ncy or conl'licting provisions of the /\greemcnt. as heretofore amended, and shall supplement the remaining provisions thereor.
rvliscellnneous. Except as nmcnded or modified hen:in. all the terms or the /\grcernent shall remain in full force ancl effect and shall npply with the same force and effect. Time is of the essence in this First /\mcnclmenl and the Agreement and each and all of their respective provisions. Su�jecl to the provisions or the J\grcc111cnt as to assignment_ !he agreements. conditions and provisions herein contained shall apply 10 and hind the heirs, executors. adrninislrntors. successors and assigns or the parties hereto. If any provisions of this I-'irst Amencl1m:nt or the 1\gree1m:n1 shall be ddermined LO lie illegal or uncnl"orccable. such determination shall not nflect any otlwr provision of' the 1\grccmcnt and all such other provisions shall remain in full force and cffcc!. The language in all pans of the Agreement shall he construed according lo its nornrnl and usual meaning and not strictly for or ngainsl either COUNT\' or CONTRACTOR.
�ffcclivc Dale. This First Amendment shall nnt be binding or consumnrntcd until its approval by the Riverside County Board or Supervisors and f"ully executed by the Parties. lN WITNESS \VHF.REOF, the Parties hereto have caused their duly authorized reprcscntntives to execute !his First Amendment.

COUNTY OF RIVERSIDE, a political
li:irnia
Richard R. Hai
Senior Procurement Contract Specialist
Dated: $_2 F / 2o 2a
I\PPROVLD 1\S TO FORM:

Gregory P. Prinmos
�
"'
"' Qt;_ . Susanna Oh
Deputy County Counsel
Dell Marketing L.P .. a Texas corporation
/\mnnda E. Hudson
Conlrasi.fs tvlanjtger
Dated: ·f{<t?1i<;;�,�t:•
BOS agc,mla f/3. 10 Approved 22 Oclol><:r 20·10
Fo1m lt11G-311 Revision Dale: 01/13/2016
l�CIT 3,150 ·1,1'" Street. mve,sidc. CA ()250 I
.,

ATTACHMENT A
34 Licensing Solution Provider Agreement Number PSA-0001524 This Licensing Solution Provider Agreement is made and entered into this 22nd day of October 2019, by and between Dell Marketing L.P., a Texas corporation ("CONTRACTOR"), and the COUNTY OF RIVERSIDE, a political subdivision of the State of California, ("COUNTY").

WHEREAS, COUNTY and Microsoft Corporation ("Microsoft") have entered into that certain Microsoft Enterprise Agreement (Master Agreement No. 8084445; the "Master Agreement"), effective August 23, 2019, under which COUNTY has the ability to enter into one or more enrollments to order certain Microsoft product licenses;
WHEREAS, CONTRACTOR desires to provide support to COUNTY and its Enrolled Affiliates (as defined in the Master Agreement) for said licenses under this Agreement and hereby represents that it has the skills, experience, and knowledge necessary to perform under this Agreement; and WHEREAS, COUNTY desires to accept CONTRACTOR's services under this Agreement.

NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of which 1s hereby aclmowledged, the parties agree as follows:

1. This Agreement covers all enrollments for all products licensed under the Master Agreement. All terms and conditions of the Master Agreement, attached as Exhibit E of this Agreement and incorporated by reference, shall apply to the purchase of related products and services.

2. This Agreement is available for use by all government entities within the State of California (an "Enrolled Affiliate") for the duration of the Term (defined below in section 4). Enrollment documents will contain the terms and conditions specific to each entity.

3. CONTRACTOR agrees to extend the same pricing, tenns, and conditions as stated in this agreement to each and every government entity in the State of California. Terms and conditions are governed by this Agreement, the Master Agreement, and the applicable enrollment documents for each entity. Entities shall make purchases in their own name, make direct payment to CONTRACTOR, and be liable directly to CONTRACTOR for all obligations.

3.1 COUNTY shall in no way be responsible to CONTRACTOR for Enrolled Affiliates' purchases and obligations. COUNTY shall in no way be responsible to other entities for their purchases or any acts or omissions of CONTRACTOR, including but not limited to product selection or implementation, services or other related matters.

3.2 CONTRACTOR shall notify Enrolled Affiliate in writing of the terms and conditions stated in Section 11.

4. This Agreement shall be effective from November I, 2019 through October 31, 2021, unless terminated earlier (the "Term").

5. Hold Harmless/Indemnification:

5.1 CONTRACTOR shall indemnify and hold harmless the County of Riverside, its Agencies, Districts, Special Districts and Depattments, their respective directors, officers, Board of Supervisors, elected and appointed officials, employees, agents and representatives (individually and collectively hereinafter referred to as Indemnitees) from any liability, action, claim or damage

OCT 2 2 2019 7. l Lf

ATTACHMENT A
35 Licensing Solution Provider Agreement Number PSA-0001524 whatsoever, based or asserted upon any services, or acts or omissions, of CONTRACTOR, its officers, employees, subcontractors, agents or representatives arising out of or in any way relating to this Agreement, including but not limited to property damage, bodily injury, or death or any other element of any kind or nature. CONTRACTOR shall defend the Indcmnitccs at its sole expense including all costs and fees (including, but not limited, to attorney fees, cost of investigation, defense and settlements or awards) in any claim or action based upon such acts, om1ss1ons or services.

5.2 With respect to any action or claim subject to indenrnification herein by CONTRACTOR, CONTRACTOR shall, at their sole cost, have the right to use counsel of their own choice and shall have the right to adjust, settle, or compromise any such action or claim without the prior consent of COUNTY; provided, however, that any such adjustment, settlement or compromise in no manner whatsoever limits or circumscribes CONTRACTOR indemnification to Indemnitees as set fo1th herein.

5.3 CONTRACTOR'S obligation hereunder shall be satisfied when CONTRACTOR has provided to COUNTY the appropriate fonn of dismissal relieving COUNTY from any liability for the action or claim involved.

6. Contractor Responsibilities: CONTRACTOR will offer the following services to each Enrolled Affiliate at no additional charge. It is the responsibility of the Enrolled Affiliate to determine which products and/or services, if any, meet their needs and communicate that to the CONTRACTOR.

6.1 Provide repotts showing year to date annual spend according to Enrolled Affiliate's specifications.

Frequency will be determined by each Enrolled Affiliate (monthly, quarterly, etc.).

6.2 Provide a short synopsis of why an amendment is needed and the ramification of each amendment to an enrollment at the time of such amendment.

6.3 Provide an updated price list on an ammal basis or when requested by Enrolled Affiliate.

7. CONTRACTOR's Microsoft Enterprise Agreement license subscription price attached hereto as Exhibit A and service rates attached hereto as Exhibit B.

8. CONTRACTOR's Microsoft Enterprise Agreement Participation Form attached hereto as Exhibit C and incorporated herein by reference.

9. Usage Reporting: CONTRACTOR will provide to COUNTY the Licensed Support Provider (LSP) Rep01ting of Active Enrollments to Master Microsoft Enterprise Agreement No. 8084445, Select Plus Agreement No. 7756479, Microsoft Premier, Unified, and MCS Support services, showing a list of enrollments by February 15th of each year. Fonns shall be submitted electronically to [email protected]. A copy of the form is attached hereto as Exhibit D and incorporated herein by reference.

I 0. Administrative fees: CONTRACTOR will be charged .5% of the annual enrollment amount to leverage the Riverside County Master Microsoft Agreement No. 8084445, Select Plus Agreement No. 7756479, Microsoft Premier, Unified, and MCS Suppott services. This will be an annual fee, per enrollment inclusive of Affiliates Shadow Enrollments. Example: A three-year aggregated agreement with a contract

ATTACHMENT A
36 Licensing Solution Provider Agreement Number PSA-0001524 amount of $300K, divisible by three years will result in an LSP Participation Fee of $500 annually (lOOK*.5%). RCTT will invoice the Awarded LSP annually based on the enrollments verified from the "Reporting of Active Enrollments" list submitted by December 15th of each year. Payment is clue to Riverside County Information Technology thirty (30) days from invoice date.

I 0.1 Riverside County Information Technology (RCIT) will invoice the CONTRACTOR annually based on the enrollments verified. Payment is due to RClT within thirty (30) days of invoice date.

The COUNTY will not accept credit as a form of payment.

I 0.2 Failure to meet the administrative fee requirements herein and submit fees on a timely basis may constitute grounds for immediate termination of this Agreement.

11. Contract Management: The contacts for this Agreement for COUNTY shall be both RCIT and Purchasing as listed below.

COUNTY Primary Contact:

Jim Smith
3450 14th Street
Riverside, CA 92501
CONTRACTOR contact:

Alisson Harrington
One Dell Way
Round Rock, TX 78682
COUNTY Secondary Contact:

Rick Hai
2980 Washington Street
Riverside, CA 92504

11. l Should Contract Management contact information change, the CONTRACTOR shall provide written notice with the updated info1mation to the COUNTY no later than 10 business days after the change.

12. Tennination:

12.1 COUNTY may terminate this Agreement without cause upon thirty (30) days written notice served upon the CONTRACTOR stating the extent and effective date of termination.

12.2 COUNTY may, upon five (5) days written notice terminate this Agreement for CONTRACTOR's default, if CONTRACTOR refuses or fails to comply with the tenns of this Agreement or fails to make progress that may
endanger performance and does not immediately cure such failure. In the event of such termination, the COUNTY may proceed with the work in any manner deemed proper by COUNTY.

12.3 CONTRACTOR's rights under this Agreement shall terminate (except for fees accrued prior to the date of te1mination) upon dishonesty or a willful or material breach of this Agreement by CONTRACTOR; or in the event of CONTRACTOR's unwillingness or inability for any reason whatsoever to perform the terms of this Agreement.

13. Conduct of Contractor:

13.1 The CONTRACTOR covenants that it presently has no interest, including, but not limited to, other projects or contracts, and shall not acquire any such interest, direct or indirect, which would

ATTACHMENT A
37 Licensing Solution Provider Agreement Number PSA-0001524 conflict in any manner or degree with CONTRACTOR's performance under this Agreement. The CONTRACTOR fm1her covenants that no person or subcontractor having any such interest shall be employed or retained by CONTRACTOR under this Agreement. The CONTRACTOR agrees to inform the COUNTY of all the CONTRACTOR's interests, if any, which are or may be perceived as incompatible with the COUNTY's interests.

13.2 The CONTRACTOR shall not, under circumstances which could be interpreted as an attempt to influence the recipient in the conduct of his/her duties, accept any gratuity or special favor from individuals or firms with whom the CONTRACTOR is doing business or proposing to do business, in accomplishing the work under this Agreement.

13.3 The CONTRACTOR or its employees shall not offer gifts, gratuity, favors, and ente1tainment directly or indirectly to COUNTY employees.

13.4 CONTRACTOR shall establish adequate procedures for self-monitoring and quality control and assurance to ensure proper performance under this Agreement; and shall permit a COUNTY representative or other regulatory official to monitor, assess, or evaluate CONTRACTOR's performance under this Agreement at any time, upon reasonable notice to the CONTRACTOR.

14. lndependcnt Contractor/Employment Eligibility/Non-Discrimination:

14.1 The CONTRACTOR is, for purposes relating to this Agreement, an independent contractor and shall not be deemed an employee of the COUNTY. It is expressly understood and agreed that the CONTRACTOR (including its employees, agents, and subcontractors) shall in no event be entitled to any benefits to which COUNTY employees are entitled, including but not limited to overtime, any retirement benefits, worker's compensation benefits, and injury leave or other leave benefits.

There shall be no employer-employee relationship between the parties; and CONTRACTOR shall hold COUNTY harmless from any and all claims that may be made against COUNTY based upon any contention by a third patty that an employer-employee relationship exists by reason of this Agreement. It is ftn1her understood and agreed by the parties that CONTRACTOR in the perfonnancc of this Agreement is subject to the control or direction of COUNTY merely as to the
results to be accomplished and not as to the means and methods for accomplishing the results.

14.2 CONTRACTOR warrants that it shall make its best effo11 to fully comply with all federal and state statutes and regulations regarding the employment of aliens and others and to ensure that employees perfonning work under this Agreement meet the citizenship or alien status requirement set fo11h in federal statutes and regulations. CONTRACTOR shall obtain, from all employees performing work hereunder, all verification and other documentation of employment eligibility status required by federal or state statutes and regulations including, but not limited to, the ltrunigration Reform and Control Act of 1986, 8 U.S.C. § 1324 et seq., as they currently exist and as they may be hereafter amended. CONTRACTOR shall retain all such documentation for all covered employees, for the period prescribed by the law.

14.3 CONTRACTOR shall not discriminate in the provision of services, allocation of benefits, accommodation in facilities, or employment of personnel on the basis of ethnic group identification, race, religious creed, color, national origin, ancestry, physical handicap, medical condition, marital status or sex in the performance of this Agreement; and, to the extent they shall

ATTACHMENT A
38 Licensing Solution Provider Agreement Number PSA-0001524 be found to be applicable hereto, shall comply with the provisions of the California Fair Employment and Housing Act (Gov. Code 12900 et. seq), the Federal Civil Rights Act of 1964 (P.L. 88-352), the Americans with Disabilities Act of 1990 (42 U.S.C. S1210 et seq.) and all other applicable laws or regulations.

15. Entire Agreement: This Agreement, including any attachments or exhibits, constitutes the entire agreement of the parties with respect to its subject matter and supersedes all prior and contemporaneous representations, proposals, discussions and communications, whether oral or in writing. This Agreement may be changed or modified only by a written amendment signed by authorized representatives of both parties.

IN WITNESS WHEREOF, the parties hereto have caused their duly authorized representatives to execute this Agreement.

COUNTY OF RIVERSIDE, a political
subdivision of the State of California
Dated:
ev1n Jeffries, Chairman
Board of Supervisors
OCT 2 2 2019
ATTEST:

Kecia Harper
Clerk of the Board
By:lf}�-�
Deputy 'S
APPROVED AS TO FORM:

Gregory P. Priamos
::":Z[: � ��Oh,� County Counsel
Dell Marketing L.P., a Texas corporation
Senior Commercia

ATTACHMENT A
39 Line
I
2 3
4 5
6 7
8 Licensing Solution Provider Agreement Number PSA-0001524 Exhibit A
Microsoft Enterprise license subscription and services
Description Price Level
Enterprise Online Services** (including Full USLs, From SA USLs, Add-ons and Step Ups) M365 E3 and ES, Enterprise Mobility+ Level D Security E3 and ES, Office 365 Enterprise El or E3, Windows 10 Minus 2% Enterprise E3 or ES.

Enterprise Products Office 365 Pro Plus, Windows IO Enterprise, Level D Core CAL Suite, Enterprise CAL Suite.

Additional Products M365 Fl, M365 ES Compliance, M365 ES Security, Office 365 Enterprise Fl, Project Online, Visio Online Plan Level D I or Plan 2, Dynamics 365, Azure, SQL Server, Windows Server, etc.

Server and Tools Product (applies to Server and Cloud Enrollments only) SharePoint Server, SQL Server, BizTalk Server, Visual Studio, LevelD Core Infrastructure Suites, etc.

All products for Select Plus Agreement No.7756479.

Microsoft Premier Support
Microsoft Unified Sunnort Services
Microsoft Consulting Services

Markup%
-0.56
-0.43
-0.43
-0.43

0.55 2.00

2.00 2.00

ATTACHMENT A
40 Licensing Solution Provider Agreement Number PSAM0001524 Exhibit B
License Support Provider (LSP) service rates
Certified
Line Description Competency Hourly Rate
(Yes/No)
Data and Artificial Intelligent
1 Build Intelligent Apps Yes $425
2 Build Intelligent Agents Yes $425
3 Machine Learning Yes $425
4 Internet of Things Yes $425
5 Globally distributed data Yes $425
6 OSS Databases Yes $425
7 Cloud Scale Analytics Yes $425
8 Data Platform Modernization to Azure Yes $425
9 Windows Server on Azure Yes $425
10 Security & Management Yes $425
11 Datacenter Migration Yes $425
12 Modem Business Intelligence Yes $425
Biz Apps
1 Customer Service Yes $425
2 Field Service Yes $425
3 Marketing Yes $425
4 Talent Yes $425
5 Finance and Operations Yes $425
6 Business Central Yes $425
7 Power Apps Yes $425
8 Power BI Yes $425
Apps and Infrastructure
l Azure Stack Yes $425
2 High Perfotmance Compute Yes $425
3 Cloud Native Apps using Serverless Yes $425
4 Modernize Apps Yes $425
5 SAP on Azure No $425
6 Linux on Azure Yes $425
7 Dev Ops Yes $425
8 Business Continuity & Disaster Recovery Yes $425
9 Windows Server on Azure Yes $425
10 Security & Management Yes $425
11 Datacenter Migration Yes $425

ATTACHMENT A
41 Line
l
2 3
4 5
6 7
7a
7b
7c
7d
Licensing Solution Provider Agreement Number PSA-0001524 Exhibit B (cont.)
License Support Provider (LSP) service rates
Certified
Description Competency
(Yes/No)
Modern Workplace
User Adoption & Change Management Yes
Security Yes
GDPR & Compliance Yes
Teamwork Yes
Calling & Meetings Yes
Modern Desktop Yes
Office 365 Migration Assistance Yes
Mail Yes
Teams Yes
SharePoint Yes
OneDrive Yes

Hourly Rate
$425
$425
$425
$425
$425
$425
$425
$425
$425
$425
$425

ATTACHMENT A
42 Licensing Solution Provider Agreement Number PSA-0001524 O� .. � FC-f:Ei;.;
(t L• 1.J• :..;t.J--.._
)If I
Exhibit C
Microsoft LSP Participation Form
J[llf,M[ 1 IUUi(h, AU0
GUSTAVO VIIZQUH. ACI0
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Rivers dt CA 0��1
Tr� � r'.; :if Ri:Er!,tde is th! ho:.I of the ',l,c,oso't t.'ast1:1 .Ag1�..1r,,;nt tlo 8C?.LJJ5 ,._ (lu�L�r_s reggrding ti"\e prr,;:iJc-t,. ;no ,-ens.Ing s,houlo I:!'€ directed lo �.I �ro,.o:t ey ., ,1r.ir i1 t;,,;,,,, I em agre;;rr.g to pay thi part,c:ipa1ion f;;e;; for ei;� enro lrr"rt th;.1 Is establisred by le.�sgm1:c1 the ::o ... rty of R1•11?1aice M11ster .Agreen,em 111 accvdar� 10 '.i'e !!cl'edule 1efe1e.,ced on RFQ #RIVC0-2020-qFQ-OOOOO�s a,o any swbseq.ienl c00l1a�5 al'd Io< �rn;,rQ'T";r� By =•11r.n� �bw I al:co agrt!e trial sll e,·,c lmen!s w,11 Ci! s...bm1t1.ed to J,1 o,c,;,ofl ds-e� 10 r;;pYI 1:-11·0 men? �:tt,,11 ard c,:,mply ro lhl? r.:aym�nt scMd1..le �er RFQ lfRr, CO-�O:O-RFC-COX'Z48 I:> R �r!i rl� Cot.nty l"!tr1nat,c,n T;;cl-nclc.g)'
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'1!ne rn!;iroi1·c,a l'1ir rel"'\rtl nco 1nformo110n ahrvu far ,,, .. ,ere to ;,e"'IO II';; pa�mErl F;11Jt.r.- ro comply mat It,!.'( n lhe 11,1,e•d L...,j, !) 1esdndcJ
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\ I I Septemb�r 19, 2019
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ATTACHMENT A
43 Licensing Solution Provide,· Agreement Number PSA-0001524 Exhibit D
Microsoft LSP Reporting of Active Enrollments Form
LSP Name Company 1101111'
RIVCO
Contract ID RJVCO-20800-00,�-xx/xx
Microsoft
Agreement 01E69633, 01E73134, AND
Numbers NEW
Master Enrollmen Enrollment Start End Enrollment Enrollment Contact Enrollment Enrollment t Number: Entity: Date: Date: Annual Spend Contact: Email: Contact Tel:

Rive,sirle
County
Information 1/01/1 12/31/1
808441/5 8765'1321 rec/1110/ony 2 6 $645,000.00 John Doe [email protected] 951-555-1212 -
-
-

ATTACHMENT A
44 Licensing Solution Provider Agreement Number PSA-0001524 Exhibit E
Master Agreement
Attached include the followings:
l) Signature Form
2) Microsoft Enterprise Agreement
3) Microsoft Enterprise Agreement Amendment

ATTACHMENT A
45 Microsoft Document Headersheet
I
MSE#:
(MSLI
Tracking
N·umber)
Doc Type:
' This is for informational purposes only •
5-0000004275258
Signature Form
--------·-·------
Do not modify the formatting or spacing of this Form above this text Subsidiary:

Country: United States
LAR/LAD/ESA:

Insight Ditect USA, Inc.

ProgramNersion
EA
6 2016
\ ACCOUNT: County of Riverside
Comments:

Outsourcer Name:

Business Agreement Number:

Master Agreement Number: 8084445
Agreement Number:

Purchase Order Number:
8/23/2019 9:42:56 PM
Account Manager Name I Alias:
(Scanning Code)
7 7

ATTACHMENT A
46 □ □
Program Signature Form
Volume l_iccnsi11g
004-kayl,,erl-S-O<l
Nole: E11te1 ll1e .iprilic:alllf! m:llVP. nu111IH':IS as:;oc.i;1lr.n with tt1e nor.1Jnh�nt� I11:lr>I'/ IVli,.ro�ofl (P.(]IJ11£,:; the associ::itecl active m11nll,?r bl? inclic:1ted Iler-,, o, lislerJ below as Iwv,• Fo1 ll1e purposes of tllis torn1, ·custorne( can mean 111,J sifp1i11g entil}', Enrollee! /\lfiliate, Govern111P.nl P:11lnP.1, lm,1,111tion, or nth er [1:lrty entering into ;:i vol, Imr. lir,onsing pro9r�111 ;igrccrnP.nl Tt'11s sI11n11Iu1e form ancl all conlrnct clocun1enb; 1denlilIed in 1t1e la\Jle below are ente,ed into between 1hr. Customer ;mc1 th1: Microsoft Affih.itc signing, <1s of \he effective dale identified below. .-\•,.
... , '
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�Ul�lffi:X3! lii:1$1) :;.,. -�j
Er1Ie1�rise Agreement
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X20-10209
Doqimenl Numhr.r or Codr.

Document Number or Code
Document Number or Cotlc� <Cl1oose Agreemenl> -------·------ --�--- .-:CI1oose �gceen!e•:I:> __
<Cl1oose Emolllr1enI/Reqistrat1un"
<Cll()uSe Enrullr11e11t/Reqistratiu11"'
<Choose Enrollme11t/Regislrc1tion>
<Choose EnrolhnenURernstrntion>
-<Ciloose Enrollment/Registration>
A111endrnont lo Corrl1acI Docun1e11ls
:
. ·-·
Document Mu111ber or Code
Docurnenl -,�u1�1Ger 01. Cod·e
[1uc;ur11!:!nl l'li1111bP.r or Cude
I Document Number or Code
Document Numlier or Code
Documenl Nurnlier or C<1de
- TTlvl-CPT-OPf:fiivj,((��L- - - --· - --
--------------
Uy signing l;elow. Cuslo1n1?r an<t II1e Mic1osofl Affiliate agree lhc1t botl1 riar1ies (1) lmve received, rr,;id ;rnd understand the above contract ducui'11en1s, including any websites or ctocu111ents inco1pornlecl ll•t reference and any amendments and (21 <1gree lo be tJound by the terms of all such docurncnts.

Tax ID
• i1n/ir;;1/f!S 1r.qr1irnrl fief./

ATTACHMENT A
47 "'l'-ttli ... ,
,,c;,M: ! .. • .,.

Microsoft Corporation
Si�111nt11re 2Zz�'-----_
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Printod First ,HICI Last NnlllO Microsoft Corp ration
Printocl Title
Signature Dn\P.
(ddl<: r..,111·;•;..�ofl ,\ff,hNC: ccu'"1ti:·r::;IG•11i,I , Chance rail-- • ·- • - - - • 1 J
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orized n behalf of
AurcG111c11t Effective Date I o I ""3 } / Cl M"icrosoft co oration(1:1.�•1 h� c:'itPr�,1� lh�ri t,,.\w.·u'..:o!l s s•�n�h1'L tJc-1'.t·) 1 _._.fJ_(__ 1o(. __ {_ 0 J __ .k::::::::�:=_:_:_:_:_:_:_:_:_j;_ _____ _.

Oplio11nl 2nd Custollll!r signature or 011tso111cl'r' signature (if applic;ible) Name of Entity (11111st he legal entity name)'
Signat11rc• -------------------------------­
Printed First /111(1 Last Name•
Printed Tille
Si911.1ture Date'
• (11</ic:-1/1is 1equire(i fie/cl
®!lllil!lliif ";;.

Name of Entily (must !Jr. lc9al entity name I'
Signature'-------------------------------­
Printe<I Firsl iltHI L:ist Ni1111C!'
Printccl Tille
Si!.)llature Date'
' 111(1/Cilles r,)((/lff(Y/ lielrl
If Cuslomc, requires pt1ysic.il mec.J,.i, 1.1d,lilion<1l co11l<1c.ls, 01 i:; rf:por1i11g 111ultiµle p,evious E111ollr11en1s, inc.lucJP. the
npprorri;.-ilc form(:-) with 1111s sivnalure 101111
/\!te.- 11lis s1911a1ure form is sig11ccl by lh0 C11:;1nnH,r. ½end ii ,111(1 Ille Conlf3LI Do-::uments to Customer"s channel par11,e.- or M,cr,)s�,ft c1ccou11t 111ananer. wl,o lll\tsl su1J1nil the111 hi lhc (,)llowing ;icirlress WhP.11 Ilic si(1nature form Is fullv execul>1cl by M,crosQfl. C\t!;J,1n1t�r will re.c:P.ive;; ,;onf11111alion cop,• Mic:rosofl Co1por.1tio11
Dert !i:1•1, l/olu111e L,cen�ill\l
6100 Nell Rond, Suite 2'!0
Re 110. 1'Jev;1tla 8\Vi 1 ·1 • I 13 7
USA

ATTACHMENT A
48 Microsoft Document Headersheet
MSE#:
l (MSLI
Tracking
Number)
Doc Type:
• This is for infor(national purposes only •
5-0000004275258
.._,Agreement
I
Do not modify the forma.tting or spacing of this Form above this text 1��-�dia_ry_:
__________ _
Country: United States
LARILAO/ESA.

Insight Direct USA, Inc.

ProgramNersion
EA 6 2016
I ACCOUNT: County of Riverside
Comments:

Outsourcer Name:

Business Agreement Number·
Master Agreement Number: 8084445
Agreement Number:

Purchase Order Number:
8/23/2019 9:42:31 PM
Account Manager Name/ Alias:
(Scanning Code)

ATTACHMENT A
49 □•
0 �/licrosoft \/olu1r1e Licensin�;.i
Enterprise Agreement State and Local
Nol 1111 'I:.� will� r,,,\1r,l(l<.:.l)f1 n1,s11
h�:-;:5 .t·•UIP.t'llto;-'111 0 Ml''.IOSoll f111-;1111�!1 '-I Ill ,• I �t-J'/tet-..... ,\1!1 P�l11P.I d Tl11s Microsofl Enlerpri::;e /\[1ree111enl ("Agreament") is entered into between the entities i,1ent11iecl on lhe sig11<1ture form· !
Effective elate. T11e effective elate oi lhis Agiee111enl is the earliest effective date or c111y E11roll111ent e11te,ed 11110 uncler li1is Agreement or Hie date Microsoft accepts t111s Agreement, whicl1ever 1s earlier This Agr0em,�11t consists of ( 1) these Agreement lerrns .:inrl contlitions, includ111g any ;,1inend1nents and the sig11at(11e 101111 c111CI all a11acl1111e11ts 1denlifiedtherein, (2) 11·1e Product Terms applicable to Proclucls licensee! llllder thi:; Agretment, (3) the Online Services Tterms. (4) any Affiliate Enrollment enle1ecl into 11ncler tt11s /\Qreement, ancl (5) ,iny orclcr s\lb1111tterl under this /\arccment.

I
Please note: Documents referenced 1n t111s Agreement but not atlactv;;cl to t11e si9nature form niay be loL111cl 2,1 http.//ww✓✓ inicr0soit.comllicr�11s1nri:contracts <'tncl rne 111cor11oratecl in lltis 1\y,eernenl liy reference, 1ncludi11g ll1e rrocfuct Terms ancl Use l,ighls. These documents m,,y contain aclditional le:rms an(I r:onditio11s for Products licensed uncle!' this Agreement and may be cllangecl frolll hme to tune Customer should review sL1ch documents carefully. both .:it the time of signing Dlid periodic,.1tly lliere,1rtN, and fully u11cferstancl all terins and co11clitions applicable to Procfucts licensed Terms and Conditions
·1. Definitions.
a, w1!11 regard to Custo111,?r.

I
(I) a11, government agency, clepa1tment, office, instrumentality, cl1vis1011, u1\il or ot11er entity ol Ille state or locc1I governn-ient that is supervised by or i:; pail of Cuslorner. 01 •,•1hicl1 supervises Custo111er or of wt1icl1 Customer is a rc1rt or wl1ich 1s uncler common s11pe1vis1011 w11ti Custorner:
(ii) any county, borough, commonw�i:llth. city, rnunic1rwhty, town, township, �pecial purpose . d1sl1 ict, or other similar t�•pe of gove1n111enlal 1nstru111entc1lity establishecl by tl1e lc1ws of Customer's state and localed will1i11 Customer's state jurisdiction and geographic boundaries. and
(iii) any other entity in Custorne'r's state e:(pressly m1thorized by the laws of Custorner's slate to purc:t1ase under slate: co111,acts: provided that a slate and 1ts Nf1llates shall not. for pwposes ol this definition IJe considered lo IJe Affili,les or the federal government ancl its Affiliates. c1nu '
b. with reg;ircl 10 Microsofl. any le
1 gal entity 11131 Microsoft owns, tl1at owns M1crosor1. or thc1I is uncler common ownership with Microsoft.
·custo111e( means t11e legal enlill/ tllat l1;;1s entered inlo tl1is 1\greement will1 Microsoft i
"Custorn'"r Data'' rneans all d;,it,:;1 including i.!ll lc·<I, sound, ,oftw.'.'lre, image, or video files tl1at arn µrov1clecf to M1crosofl b'/. or on behalf of
. .:in Enrollecl Affihate ancl its Affilic1tes through use of Online Se1v1ces. "day" means a calen(l;:ir day, except fol' rcfemnces that specify "business clay··. "Enrolled Alfili<1te- rne;ins �11 enlily, e11h�r Cu�lurner or ,"Ill'/ one of Custo111er's /\ff1liates t11al has e11terecl into an Enrollment unc!er this Aqreemenl
r'Jqf: I f)I I I
IJnc11111•011I illl- lUlli�I

ATTACHMENT A
50 "E11rolli11enl" mean:; llle ,locu,lH'!1\I t11at an Ern oll�d Affiliale sub,111ts uml-�r this Agreement lo place orders [or Pro(lu,:ls
··Enterµ11se" mean� an E11rolle(I Aff1hate ancl lll'" A[f1l1ates for which ii is responsible ,incl <;l1ooses 011 its Enrollrnenl to include in ,t-, ente,pn�e
'Fixes· means Producl f1:1es, 111odil1calie>11s or enhrn1cen1ents, or their (lf;nvcJl1ves. lhat Micmsofl e1tl1er releases 9enerally (Sucl1 as Pro(Jucl sen11cc 1packs\ or pre>'.'icles to Custon1er lo c1dclress a srccif1c 15sue. "License" 111ea11s the right 10 downloc1d. install. a.::;c::e:;s and use ;;i Product. For certain Products, a License 1nay be available on a fIYed term or subscription llasis ('Subscri 1)lion License"), L1cf'.!11ses for Online Services will lie co11sidere<J Sul>scripI1011 L1c€11ses •Microsofl" 111eans ll1e Microsoft Affilial� tl1<1l h.is e,ntered inI0 1111$ A•;JteP.rnenl or an Enrol lment ,ind ,ts Affiliates. ,1s app,opriale
I
'·Online Services" means the M1crosoll-hostecl �P.rvic:e:: icte11t1f1ml as Onl,ne Se,vic8s ln t•1e Product Terms I "Online Services Tenns' 111e<1ns the o1ddiIio11al terms thcit apply to C,1s\omer's use of Online Sei-v1c:es publishc-:I on the Volume Licensing Stlf. ancf'upclate<I rrn111 lillle to tin10 "Producl • meun:; 811 pro<iucts ident,licd in Ille Procluct Term!;, sucf1 ::is all Software. Online Services anct otlrnr web-bc1sed setvIces, inclucling pre-release or beta versions. •·product Te,rns·· means the clocu1ne11t lhat provicles 111rorrnat1on about Microsoft Products all(I Profess1om1I Services 8'J':lilable thmugil volu111e licensing The Prc1d11ct Terms rlocum"'nt is publisl1ecl on ll1e Volume Licen:.ing Site and is updated from tune to t,nie
"SLA'' means s�rvice Level /\greement, wl11cl1 specifies 11,e minimum se:rvic>= level for Online Services ancl 1s publ1sh8ct on the 1/olumo Licensing Sile.
"Softw.:.irr::'' me,ins ke11!;ecl copI•�s of Mic1osoft software 1dentifiecl on t11e Product Terms. SoftwcJr<"· doe� not ,nclucfe Online Serv1.:es. but Software may be pml of .:in Online SP.rvice 'Software Assu,3nce" ,s an ofFerinc1 l)y fv'licrosott that provides new version rights anti ot11er benefits ro, Product,; ns ft1rther de�crilJe(I in t11e Product' Terms. 'Trade Sec,,31" nIeans info,rnation t11ciI is not genernlly known <.Jr rec1d1ly asce,1ainallle to the public, lIas econo,n,c value :n a ,esult. -'Incl has l)een s11l1jecl to reasonable steps under the cir6umslc111;,;e� to maInIa111 its secrecy. I
"use" 01 ·run" mec1ns to copy. install. u5e, ilCcess, ()1!;pl3',', run or ot11e1vv"Ise interact ''USf! Rights·' means tile use rigl1l!; 01 te, rns of service for eacl1 P1 ocluct p11blishect on tile Volume Llc�nsing Site and updated from time to tirne The Use Rights supersede lhe terms of any end user license ag1eemenl tllat accomrrnnies a Product. The Use l\1yhls for Soltwcire are publlst,ed by Microsoft in tl1e P1 ocluct Terms The Ll8e Rigl1ts ro, Online Seivices a1e publ:ishect in the Onlin� Se,vices Te11ns. "l/olun1-:: L1r.:ensiw1 Site·· r11e3n,; htIp·/:'w.•/'::.111L1os•lfl.com/h,:ensi11lli£.Q!.l.1.!..cJ .. c:;J.2 or c1 succ:essor s1lc:

2. How the Enterprise program works.
a, Ge11ornf. The:, Enterpnse: rrograrn consists of tllP. te1ms and cond1l1ons on wh,cll an Enrolled Affiliate mc1y acqui, e P,oducl Licenses. Uncler the Enterprise progrmn. Custon,er and ,Is Affiliates rnJy order Liu,nses fa/· Products by entering into Enrollmenl� IJ. Enrollments. Th,, Enterpri�e progra11I give$ Customer 31HJ/or its Affiliates tile al)ility ta enter into one or more Enrollments to order Proclucts. Subscripllon Enrollments 111ay be avc11lal.Jle for some of these Enrollmerils t�otwit11standi119 any ot11er provision of tll1s Agreement. only Enrolled Affiliates iclentifir:,d in c1n Enrollmenl will t>e 1espons1ille for ,;01nplying with tt1e te1111s or llial Enrollment, incl1.1dill[I the terms of lh1s Aweement 111corporate,I by l'eferencf: 111 t11E1t Emollr11ent '
("';1qt� 2 ol 11
[>nr.u:n,•11I x),1- I r,70•1

ATTACHMENT A
51 c. Licenses. Tl1e types of L11:.e11ses .:1va1lable are ( 1) LicP.nses oht.iino8cl u11<Je1 Solt•,•.,;11e /\ssuranc:e ru;.�;,\). clrld (?.) Sub�cription L1c;e11ses These L1r.onse t)'res, c1s well as ar:ld1t1onal License Types. are further described in the Product Lrsl.

3. Licenses for Products.

I
n. License Grant. M1crm,1Jft granls Ille Enterprise .,i non .. exctusive, wc.1r1<1w1cle c1nd l1111iterl r1glil lo dow11lood. inst.ill c1nd use sollw;,rc Products rJnd lo c1ccess ancl use t11e Online Services each in Ille quantity orderecl under a11 Enrollment Tire rights granlecl a1e subject lo the terms of thrs Agree111en1. t11e Use R1gl1ts nrnl l11e F'rod11cl Term$. Microsofl reserves all rights not e:<pre!'.sly grnnler.l in this ,C,,greeri1e11I.

I>. Duration of Licenses. SubscPptron Licenses and most Software /\ssu1,rnr.e , 1gl1ls arr:
ten1pora1y and e>q,11e wl1en the ,f1pl1c<1ble Enrollment ,s terrninc1tecl er expires, unless Ille Enrolled Mfil1ate e.<ercises a l)uy-oul option. whrch is available for so,,1e SL1bs,:;11ptio11 Licenses facept 85 otherwise noted rn lhe applical)IG �11,ollmenl 01 Lise l�iglit:;, ;:ill allier l.icerise� become pe, p?.tu:il only when all 1wy111ents for lhcJI License have been n1ade an(f the initrcil Enrollrn,;nl term has expired
c. AppticalJle Use ,�ights.
(i) Prod11cts (ollrf.:!r ttrnn Online Services) Thr� Use Riqhts in efiecl on 11,eeffective elate ol ll1e applicable Enrollmenl term •Nill ::ipply to Ente,pr'ise's use of the ve!'s1on of eacl1 Product that 1s current al lhe t1111e For future versions rind new Products. IIK: Use Rights in e ffect when those versions Dnd Prmlucts are first rete8sed will apply Char,ges Microsofl malles to th•:! Use Ri9hts for 8 p8d1cular version will not apply unless !lie Enrolled Affiliate chooses to 1,ave U1ose ct1anges apply The Use Rights applir.c1hle lo perpeluill Licenses llv1t were acquirccl under 8 p1evious agreement o, Enrollment .ire cJete1111i11ed by the A£1reeinent o, Enrollment uncler whrcl1 they were acquired Renewal of Sollware Assurance cloes nol cl1a11ge wt11ch Use Right, apply to those Lice11ses.
{II) Online Services For Online ·services. tha Use r{,ghts in effect on the subscriplion start (late will appl•; for Ille subscnplion terrn as det,ned 111 the ProrJuct Terms rl. Dow119racle rig Ills. EnrollP.d Affiliate may use ,111 e.trliel' version of a Product 1Jlher lh;i11 011l111e Servic.es than the version that 1s currant on lh8 efleclive (late of the: Enrollment. For Licenses acquirecl in the current Enrollrne11I terni, tile Use Rights tor the current version apply to tl1e use of Ille f'3111e1 version If tile ea,1rer Product version ,nctudes fe<1tu1es that are not i11 ttie new version. then !lie Use Rights applicable lo the earlier ,,ers,on <1pply wrth respe-:;t lo those fec1tures.
e. New Versio11 Rights t111<Jcr Software Assurance F.rnolle(I Nf1he1le rnu51 order illld nw111ta111 i::ont111uous Software Assurance 'coverc19e for ec1ch License ordered Witt, Soflwc1re Assurance coverage, E11terpnse mrtom8ticnlly has llie rigl1t to use c1 new version of a l1ce11secl Procluct as soon as it 1s released. even rf En1olled Affiliate chooses 1101 to use t11e: new version immediately (i) Except 8S otherwise permittbd under c1n Enrollment, use of the new version will be sul)ject lo the new version's Use Rights
(ii) 11 tlie License for the e.:irl1e1 ve1s1on of the PrQChH;I i:; pe,pelui:11 <1t tire time tl1e 11e;w ver$i()n i:; released, the License for tl1e new version will also be perpetual Perpetual Licenses obtained through Software Assurance replace any perpetual Licenses for ll1e earlrer version.
t. Uccnsci confirmation. Th,s Abreem<?nt. the applicable Enrollment. Enrolle:I Affiliates o,·der confirirn1t1on. ancl any clocumentatron ev1de11c1ng transfers of perpet1.1al Licenses. together wilh p,oof of Pfl'/r'llP-nt. will be Enrolled /\H1lic11e·s e11ide:nce of <111 Licenses ohl..-iined un,jer an Enroll111enl
Ei\21) lt>l\t1'1Uf.)SLG(El·JGl(N,1•121l In, f',,,_;c :l r,I I I l)f)i.;1.1f11r::1·1t x20.1rJ;,:!{J'J

ATTACHMENT A
52 SJ, Reorganiwtions, consoliclc1tions illlcl privatiz<1tio11s. If the nurnbcr of L,cer1��s covered l>y an Enroll111enl cl)anues by Inore ll1an ten percent cis a result of ( 1) a reorganization, con!;olidl'llio11 or p, ivatizr,tirni of an entity or an operating <11v1sio11 (2,1 a privatization of an Aflihate or an ope1atinq division of Enrolled Affilic1t0 01 ciny of its Alf liate5, or (3) a consolid<,1l1011 including a mH9eI with a third par1y that has an exIs1Ing agreen1e11t or Enrollment. Microsoft will woil1 will1 1:111ollecl /\ff·li<1le ill g<JrJ<I f;11tl1 to rlP.te1111ine 110w to ;11'.cornmodate it!; cl1a119P.(( circumslances ill tile c,011text of this ;'\greernenl

4. Mal<ing copies of Products and re-imaging rights.
,1_ Gcncr;il. Erir·ollt➔d Alfillate inay m;;1ke as many c.opIes of Products, as ii ne'3,1s to ctIs1n\Jl1te them within ll1e �nterpristi. Copies rnur-t be tru� ancl r;ornplele (1r1cl11cling copyright and t,·ademark notices) from master copies otJta,necl from c1 Microsoft approved fulfillment source E11rolled Affiliat<J rniJy use a third paIty 10 rnc1l,e these r;op1es, tiut r:n,ollecl Affiliate agrees ii will l)e responsible fo1 any third part/s actions. Enrolled Aff1liote agrees ti.l make re,1so11ahlP. efforts to notify ii,; employees, ag2nts'. ancl any other ,ndivicluals wt10 use the Products that lhe Proclucts are licensod f1om Microsoft and suhject to \he term:; of lh1� /\yreen,enL. b. Copies for traini11u/evi1llli1tio11 and 1Jacl1-11p, For all 1�roch1cts other than Online Serl/icc.:s.

Enrolled 1\lflli;-ite may (I) u:;e i1p lo 20 compl11nenta,y copies of an'/ licensed P1ocluct in a decticaterl trni11ing facility on 11s premises for purposes of trcJining on that ra1ticula1 l'roducl, (2) use up to 10 complimentary copies or any Products for a 60-day evc1tualion period. and (3) use 0I1c comrl1ment:11y copy of nriy licensed Producl for bact<-up or archival purposes fo1 each ot its distinct qeo£1raphir, locations. Tricil-;; for Online Services may he uvailable if specified i1) t11e Use Rights
c. Right to re-im;itto, In certain case!;, 1e-1rna9ing is r,erniilted usin9 the Prod11cl media 111118 Microsoft Proclucl is licr:rnsed ('I) from 811 origincJI cciuir,ment monufactu1 er (OEM), (2) as a full paclrngeci P1ocluct ll1rough a retail source. or (3) un<ler another Microsoft program, lllen rnr:<li;i n1 ovided unde1 this Agre,.:>ment ',nay gene, ally be used to create 11na9es for use In place al copies pro,1idecl through that separate; source. This right 1!; r.o11d11ior1al upon lhe follo•ning:
(i) Separale Llcens,?s must be acquired from the s"parate source for eact1 Pr0clucl llrnt 11; rr-:- 1rnayect
(ii) f11e Product. tan�1lmge 11ersIon. ancl componenls of the cories made must be 1ctent1cal to the P1ot1uct, lam1ua9e, version, and all co111ponents of the copies ll1ey replm;e ,u�d the lllllnllP.r of cop1e; or instances of tt1e re-11naged �roducl permitted ren1ains the same (iii) Except for copie::; of an opef atI11g system :1nd c:opies or P1 oducts license11 t111Cfer another Microsoft program, tt1e Procluct type (e fl, Upgrade or full License) re-im::iged 1I1ust l)e 1denl1cal to th':! Proclud tyre licensed rmm the separate source (iv) Enrolled Affiliate mu,,\ adlwre to MY P1oducl-spec1f1c processe;; or requ,remenls for re- imaging 1cle11tiflect in tne Procluct Terms.

Re-imaged Pro,tuct\; remain �.ut\ject to Ille len11s ancl use n9111s ot ll1e License acquired from t�1e sep8rale source This sul1section does not cre<1le or exlend any M1c1o!>oft wa1ra11ty or &upport obligation

5. Transferring and reassignJng Licenses .
.:i. Li<::c11sc transfers l.icensi>. lrni,sters a1e not perm11tecf, except tl)Eit Customer or an f::nrolltscl Affiliate rnay transrer only full•1-paict rerpet11c1t l.1ce11ses to:
(i) an Afl1t1ate, or
(ii) s1 third party solf;!ly 111 connect1n11 witl1 tl1e transfe1 of harcfwme 01 e,nployees lo who111 tt1e Licenses hc1ve been a!;signecl as part of (A.I � p, iva11zat1on or an /\ff!llate or a9e,1q1 or or an F':1\1•1 •l ()I 11
Lhll.11tllC11I X.'20- l\l'LO!J

ATTACHMENT A
53 oper atin g di vision of Enroll ecf Aff1lla t e or an t\f fll 1nte (l:l) a reo1 9a11i zati o11 or (C, cJ con sol rrl at ion.

Upon suc l1 trnnsf er, Cu ston 1er ;or En rol led Aff ili cite nws t un 1ns tal1 :iml cfo;c o1 1ti1 1\ 1e usin g t11e l1C: e11se d Prn duct anc l render an y copies un usabl e IJ. Not if icc1t io11 ol l.ice11s1 ! Tr n1 1sfcr J::11r oi led /\ffilra te must no lif y M1c1 osol1 of a License lra mfer by coin ptet1 ng a li ce ns e' transfer form , wh ich can be obtuin erJ from l1 t.lr1:/ /ww'I/ 111 i,::1 0:;ofl .cr,rr 1/l:ce nsi11n lr:o, ,t (!icb cinc f sendin 9 ti le c0rn plet ecl form to Mi crosoft IJefor e l11e Li cense tran sfer. No Li cens8 tr cin sfer will be va lid u11 le 5s En rolled Affil1Jle prov ides to ll1e transf erE:e , an cl t11e tr,rnsl eree acce pts in writin g, docume nt s 5uf fici ent to en ,ill le !l ie transf er ee to c1sc :er tai11 tt1e sc:o rie , pur pose anc t h11 1itat1 ons of the ri gl1ls g ran tee! b)1 Micr "osol! un der the lic enses bein g trnns ferrec i (1 11clud ingthe El flf >l icahle USP. Rtg iits , us e ancl tran sfe r re5lnclto ns , warranti es aqt l ti1 11i ta ti on s ol li ab11t 1y} An y Li cens e tm11sle 1 11ot ma de in co111 plia 11c:e 'llith it",is ser,tion will be voirl
c. lnlt?rnal Assi g111 11 e11t of Liceuses m1c l Sof twar e l\s�ur.ince. Lice nse,.; <111d Sof lw;ire Assuranc e m1Jst be c1ssi y11 r.cJ to a s 1n g !e use, · or dev ice w1t111n tt 1e Ent erpri se Lice nses a11d Sollw are Assur anr:e may be re assi gned within the En te1 pris e (1$ de scr;b ecl in Ille Use Rift hls

6. Term and termi nat io n.
a. Ter m. Tl10 1enn of lllis Agreef 11e11t will be 36 /ull calemlm monll1s fr om the effec tive dale u1il ess lcr 111inc1te cl by e1lhP.r µ Mt y ::is <ie 'scri l>ec.J belo w t::ac11 Enr olln 1e 11t will ha l/e l11e te 11 11 p rovided in that Enrol lme nt
h. Term in ation with o111 cause. Ei ther par ty nia y term 111a te thi s /\g re ement. with out c,1use, 11 µ0 11 60 cla ys' wri tten 11011< :e . 11 1 tl "ie evr.nl of ter m inati on , new En rol lrnents will not Ile acce rted, t,11 1 any ex isl ir19 Enr otlme nl will continuG for the term of 5uch f:nr ollrnent .;11td will conti nu e to be gove 1r 1ecl by 1111 s A greem, rnt
c: . Mi ct-lerm tcnnlrr ntlon fo r 11on .'app ropri ntio11 of Fu 11cl s . Enro lled Af fil iate ma y 1•3rm in;:ile th ,:; /\greemenl or clll Enr ollment wit hout lia bilit y. penal! >' or lu 1l1 1P.r ollli g ation lo malce fJ8�•1 11e11l s 1/ funds to make payments und er ti le Ag reement or E111 oll ment are not app rop11 a1 ecl or all oc; 1tect by the En rolled Nfili;.ite for i;uc. 11' pur pose
cl. Ter min;ilion for Couse. \N1thoul limihn g an y ot11er 1e rnect1es ii ma y liave, e1t 11er pan y rnay te111 ii11 Jte an Enr ollment 1f tile oili er prn ty 111 ater iall '/ br,;;.;1cfle 5 it s obli 9,1lions under 11, ,s Agreem ent. inc lu,t1n y ::in y obli ya t1 O11 to sub, 1111 orders or pa�· in voice s. Ex ce pt wher e the breach is lly its nalu1 e nc,\ cu 1c1ble wilhin 30 da ys, the termi nati ng p arty must give tile other part y 30 da ys· notice of its int ent to termi "nale and c1n opp ortu nit y lo cl1 re tile breac 11 If Mi cror .oft gives SllC l1 not ice to an Enrolled Affili ate , Micr osoft al,o will g ive Customer a co py of that 11O1ic e and Cust omer <1grees lo l1el r rez.olve l1 1e ll1 eact1. If lhe ll<eac h af fects oth er Efll ol lmen ts c111c l cc1 11 11o t lie resolve<! tietwer::n Mic rosoft nnd Enrolle< I Al r111 ate, tog ell 1er ,,vit1 1 Cl 1st or ner 's hei r , wit hin cJ reasonable period of time, Micr osofl nm y termina te this Agre 1;1 11 ent and all Enr ollmenls un cle, it. II an Enrolled Mfiliatc: cea ses to be Cus to me r's Affili ate, it 111ust pron1 pll y no1if y Mi crosoft , and l\>t1c rosoll ma y term inc 1I-, th,, form er l\flil iate 's Enrollme nt 1r an Enrolled Affiliate tc rrn iMi les its Enrol lment as a result of <1 1irea cl1 lly Microsoft. or if Mic rosoft te 11 11 1nates c1n En rollme11t becaus e Enro llee! Affil ia1(:! ce.:ises lo be Custo me(s t\ffilr a1e, th en Enr ol led /\ff1liate will h1;we t11e earl y ter111 11 1ati on ri g hts desr; ribed 111 the En rolln 1ent e. Eai -l y term ination. If ( I ) .::ir, Enr olled Affil,ate le rr111na !e s its Enr olln 1e nt as a re su ll of a lireri ch by Mic rosoft, or (2 ) 11 Mi cr osoft term inates un Enr ollment bec ause l1 1e En rolled Affil i,1t e ll as cet1 5ed to be n1 1 Aliil i.:de of Cuslo m,�r. or ( J) En rolled Affi li ate termina tes an Enro llment for non­ app ropric1 tion of funds . or ( 11 ) M1c:rnsolt ter mi nates an Enr ollment for 11O11- paynien t due to non­ c1pp roprlal ion cl funds then t1 1e En roll cci Affrli citc wtll 1, a,10:: 1hr. tall owin g options:
( I) It ina y imm ediatel y p<1y the total rema ini n g amol•nl rllte. ,nch 1(1in 9 <1 11 11 1!;t,1lh11ents , 111 wll icl1 case. the En rolled t\ffi lt,lte will have per petua l n gil ls fo r .:1 11 Li censes 11 has ordered . or I.J;1�w �. uf l t
n11•:1 11 ,w, ,1 x2r,. 10 20<>

ATTACHMENT A
54 ( ii) 11111ay pay only amounts due as or t11e teI mIna110I1 elate. in wl1Ic11 case tt11:: Enrollee! l\ff11iate will have rerpel1ml Lir::en,;es for.
·1) all copies of Prnctucts (inclu(ling t11e latest version of Products orclerecl under S1\ coverage in 1t1e cu1re111 te1rn) ror wliicll rayment I·1as L\een macle in full. ancl 2) 1110 nl!rnber of copies of Products 11 hc1,; ordered (1nch1d i11y lh� latest ve, sion or Products orrJerecl tlll(ler Software Assurance covera(Je in current term) lhc1l is propo1t1on::it to the tot.it of inslallmenl p.1yn1ents p[lid ve��;us l<.1t,1I a1noun1s ctue (paid and payable) if the early termination hacl not occurred (iii) l11 Ille case of ec11ly termination unct�r subscription Enrollments. Enrolled Affiliate •.viii l1ave the following ort1on$:
·t) Fo1 elif1ible Proclucts. E11ro le<I l\fftliale may ol)lcli11 pe,pelual Licenses as clescnbecl in Ute i;eclion of the Enrollment titlr.d "Buy-out option," provicled that M1crosort receives the buy-out order for those Ucenscs wiltiin 60 rfoys c1fler Enrollee! 1\ffillatr: prowlr.:-; notrce of tenninalion
?.) In th� event of a 1Jre<11J1 liy l\'\1e10:.oll, If Customer cl1ooses not to exercise a \Juy-01.1t option. M1crosoll will iss'ue �nrolled Afftlaile a credit lor any c1mounl rn1io in vclvanc:e for S�bscript1011 Licens'es tllal the E nterpr1se will not be able to use to do tile t01minvtion of the Enrollint?nt.

I
Mot11ing in this section shall affect pe1 petuc1I Li•:ense rights ar::quired eitf1er in a Sf�para\e agreement 01 111 J p1io1 tern, or t11e teff11111atecJ Enrollrne111. f. Effect of termination or expiration. IJl/l1e11 an Enrollment expires or is terrnir1atecl. (i) Enrollecl Affiliate must orcler Lir,enses for all copies of Proclucts ii ha:; run for which 1l h<1s nol pl'eviousl�' submilted an 'orcler Any and all unpaid payments for any orLier of any ldno rer<1c1in due and p2yable. E,;cepl i\S provicleJ i11 the suhs�clic,n titlf!d "Eafly lerminaticrn," .:=ill unpaid p<1yments for Licenses irnrnediatelv become du0 and p;wable. (11) Enrolled Affihale's riglll lo Software Assurance benefits under 11·,is (\[JreeInen1 encls 1f i\ does 11ot r�11ew Soflwa,e As·�uranct:?
g. ModlFicntlon or ter111i11.1tion of an Online Service tor rog11l.1tory rc.isons. /vhcrosofl 111ay rnoclify 01 le1rninate an Online- Service where ll1ere is any cunent or fut11re governmer,t requirement or oblig<1tion llwt. '(I; s1,bIecls M1cro�ort lo a11v reyulation or requirement not generall,, c1pplicable to businesses operating in tl1e jurisdiction. (2\ rrF;�e11ts <1 h,ir<lsl11p for lv11crosort to continue operating the Online Service wil110111 moclificr1lion, <1nd/01 (3) cc11Is�s M1crosofl to helieve these terms or the Online Service: may contlicl wit11 any suc11 requirement or obI1w=ition
h. Program upclates. lv1Icrosofl may 111::il<e clrnnges lo 1I·1Is program lllat will mc1l(O it necessary for C11$lo111er ;ind its Enrnlte(I AffIlic1les to enter into new agreements ancl Enrollments al ll1e time of an Enrollment renew81 I

7. Use, ownership, rights, a1�d restrictions.

I

1.1. Pro<lucls. Unless ot11erw1se specIfie(I ir a supplemental agreement use of any Product 15 governed by 1170 Use Rights specific lo each f'1'1>d11(:I and ver,;iori ;3nd by the terms of lhe applicable supplemental agreenienl.
b. r:ixes. Eai:I·1 FI>: 1s lict,::I1sed uncler the s::irne ler111s c1s 111e Product to wl1ich 11 c1pp1Jes If c1 Fix ,s 11ot provid<;!d for a specific ProdLict. any USP. rigl,ts Microsoft pro•1ides wIt11 llw Fix will apply c. Non-Microsoft softwc1r� amf tecllnolouy. Enrollecl Affilrat[') Is .solely respons1IJIP. ff\1 any nrn I­ M1crosofl soflware or leclrnoloyy ll1c11 11 installs or uses w1111 t11e Prnd11cts or f:"ixes P•1!K=Ci<.\I ii
()0,:11ni�.11 /20· I l)l1:,9

ATTACHMENT A
55 ct. Rcstr ict io11s. En roll ecJ l\ff1 halc mu::;1 11 01 (ari d 1s 11 01 lice, 1sed 10) <. I) reve rse eng in eer, deco1 11 pil e, or cli�c 1ssenil>le an� •• fJrocl uc l or Fix. (2) in $tall or us e non-l •l1icroso fl softw are nr techn ol ogy 111 any way that would S'.1bjecl r�licro sott's 1n tell ecl uc1I proper ty 01 techno logy to .iny olher license t.errns, or (3) wdrk a1au nd any l,;-d1rnc a l11 nilal ions 1n a P,od11cl or Fi;, or restrictions in Pr oclucl docu mi;inlal ion. Cu.slomc r must not (a nd i� not li censed to't () sep ar,1te ;md ll ln pai°ls of a Pmcl ud or Fix on rnor c than one de vice, up�1r ade or cl owngrnd e parts of a �•roclur,t or Fr: < al cl ifferr::nl times. or lrnr isf er pvrls of u Pr oduct or Fix sepa ,at ely : or (ii) distribute, sublu .:f,nse, r8nt, lease , le ncl n11y Prod uc ts or Fixes 111 wl1ole or 111 part, or us e lh em to ofh:H l10s1 ing servi ces 10 a lli ir<I party . ;
e, Reser vn tio11 of righ ts. Pr odu, �'ts and Fi xes ar,::! pro tec ted by cop yiighl and oll ie r intell ecl ual pr operty rights lc1ws an d 111 lernal ion a l tr eat ies. Mi cr osoft rese1· 1es all rights. not ex pressly 9rnnt ed 1n l11is agree111 ent . Mo rig� 1ts will be � 1 c1r 1l ed or 11np liP, tl by v1.iiver nr esto ppel Rig t1ls lo access or Lise So flv1are on c1 ?e v1ce clo not gi vf:! Cus lorner any right to impl ement Micr osoft p�lents Il l' otl ,e1 Mic :1 m;of1 in 1e11 ectuc 11 p1 ope1 ty in the clo:!v 1ce ll self or in any ot11er softwar e or devices

8. Conf iden tiality.
"Co11i 1den tial ln form at,on ·· is non-pu \:Jl1 c. inf or ma tion tha t is de signa ted ·co nfiden tial " 01 that a rensonable pc,son shuu ltJ unc lefSli.' ind ,� cur if1d0nti.1I, 1rH.:lut Jln9 Cu storne, Data Conf1c Jenli al 11 1r o�mation do es no\ 111c/ ucle infon 11 a\1o n that (n) lieco11 1es pub licly available l'lil hotil a breach of th,� .i gf'eem enl , (b) \lie rece iving pa 1t y rece1vecl law1ully fro m anolt 1er source withot1I c1 con fatenlial ily obll ga\ 1011 , (c) is ind epenc te nlly develope d, or {clJ h; ;� c.om rnenl or sug gesl ion voluntee red abou t lhe otl ,er part y' s busine ss pro duct s or serv ices .
j
Eaci1 parlv will la ke reas onab le steps lo prot ect ll1e ot l1er's Confic Je nlial l1 1for111 alion and will us e the other r>cJrt{s Confident ial Inf orm ation only for purp oses nf lhe ra rlies· business relali onsl 1i p Meit l1er par ty wi ll di scl ose lhc Jt Conh r:tential tnf orinc 1l1o n lo th ird rc11 l1es excep t to its empl oyf':1%, Aff11t a 1es. cr)nl raclors, advi sors and consultants CR epresental ives") and th en only on c1 need - lo-l ln ow ba sis unde r nondiscl os11r <! ohl1gat1ons al lem;l ;:i,, pr otectiv e as ll rn; agfeem1;;nl Each parly 1e mains respo nsibl e For tile use of 111e Co nfic lenti al lnft:11 ma lio11 by its Repr esentativ es sn rl, in the e'te nt of di scover y () f cll1Y 11M 1ul11 0,ized US!'! 01 clist:los ure. mus\ µromplly notify the ot1 1er par ty
/\ party m,;1y disclose the othe r's Conf idenl li;1l l1 1fo11n, 1t1 011 1f req uir ed by law, but onl y after 11 nol 1lies the 0tl1e r parly (if leHally per rniss iolr-.;) lo en able lh e other p,ir ly to seel \ a prole ct1v e or de, Ne ither p::irl y 1s requ : recl to restnc\ wo rl< as signments of its Rep1 ese nlc1l ive s who have Imel ncces s to Con f,rl E:nli< 1l l1 1formr jlion Each party ag, e.es thal t11e use of in forma 11 011 relaine ct in Repr esentat ives' u1 1a id,�d me mories in tile de valop 1rnmt or deplo yment of Ille f)a rti es' respe 1)i ve rr oducts 01 services does not cr eale lia \:Ji lily un der lt1 is Ag ree ment or trade secret law, an( I each p;i rty a9rees lo l1 111 it wtiat it disclo se s lo the ot her ac cor cfingly
Th e5e obligati ons appl y (r) f0r Custo mer o!tc 1 ur1t1I ii is deleted r1 orn lh e Online Se 1�1ices, and (i i) tor all olher Conf1de nli al lnf ormat, on. for a period of fiv e yea rs after cl party receives \he Co n fide 11t1a t lnf orm c1lion .

I

9. Privacy and co mpl ian ce wit/1 la ws.
a. Enrolled /\f ftltn te conse nts to t11e pr ocessing or pers o,1al in formation by Mic rosoft c11 HI 1ls a gen ls lo (c1cilitale the s111 Jject matlcr ·or this Agreeme nt En roller ! Nl1l1a li! will olllai11 all 11: qU 1rec l r.onsenls from t11irc 1 parties uncle, c1ppl1 cal)le pr iva cy and clata prot ecti on l, 1w before p1o v1 ding personal inf or ,w1t1 <1n to l•,l1r.r osort
b. Pers onal inf orm ation collected unde r lhi$ ;-i91e e1ne11I (i) rnay Ile lrnns ferred, slo rr.cl and µtoc essed in lh e Uni lecl State s or any ol her co�1 nlry 1n wt1 ich Mi cros o!I or its se rvice provi de 1s rn ;-1i1 1l21i11 fa(;i l1tie $ r.trHI (ii) will be sub jecl lo ll 1e pr iv acy te rms sp eci fied 1n t1 1e Use Ri9t 1\s Mi crosoft will abiclc l>y the requ1 r�n-ienls of Euro pe..in Economi c Are a ant! Swi ss data pr ote ct ion' �\1�� 7 ('I I I
D(1u 11111 "'!:tr :<?.0-1020 9

ATTACHMENT A
56 law reg ar cII1 1g til e co ll ect1on, us e t , ans ler , rele11tI011, and cttie, pI oces s11 1g of peI soni1I data r, o,ri I1 1e Eur opean Ec: 011r J1 111c 1\rP,,1 c1nrl Sw, t1.e:rli 111r t .

I
c. U.S. ex por t . Products anr l Fi ;.:e's ;:;re sub ject to U S. ewor t juris d•clion . Enrolled /\ffl li c1te n1ust comp ly w,111 all ap plicable 11 1,iern3hOl 'al a net nat,nna l l,w,s. 111 cl11 d1n[ t ll 1e U. S Ex port /1d1111 r1ist rat1c .H1 Reyuk ili ons ..in r1 ln ter n<1l1onnl Tr t1ff 1c 111 /\1 1 ns Re[J ulat1on s . c1nd end-L IS\:r , enr,f us e c11 1cl deslinc 1ti o1 1 rest rict ions Issue ,;I b11 U S. and ot11 er go vern me nl s relale d to l·Jlicrosofl pru cl ucls, se, vi c&s and Iecl1 11ol og ies.
10 . Warrant ies.
c1, Lim ited w;irrn nties nnr l re,ne dies.
(i) Soft wnrn. MicrosoH warr ants !h 11t eac l·1 ver sIo r"I of tl ie Soft ware l'lill pe rform su listan t,a lly as de scribed in Ille cippli cable Pr odu ct clo cun1e ntat101 1 for one year fron1 l11e dc1te the Enterpr ise is fir st t,cense<t I fo r that version If it cloes not nnd lhe Ent erpnse notif ies M,cr osofl wi th in ll1e war ranty le1 n1 , 11,en Microsor t will <11 its opti on (I ) return til e price l:nr 0tl ecl 1\ft1hale Ii;11l i for the Soft 1Narr. license. or (2) re1wir or re pl.;1 ce the Softw,;1 1e .

Iii) Online Se rv ice s Micr os olt warrants t1111t eacl1 Online Se rvice will perlo1m in acco rclan ce wi l11 tile appl1 c;;iblP . SLA <l 11 ri ng ti le Er1terpri !>e·s use. TIi e Ente rµri se's l'e 11 1<�dies fc11 breacl1 of th is wmrar,t'{ c1re In th e SLA ,
The 1e111 e<J ies above 11Ie 111& En terprise 's sol e 1e 11 1edies ro, brnact 1 al tile warr anti es i1 1 1111s s&ctIon Cu stomer w,1 i11es ;:in,; 1.J1eac h of wwrn nty cla in1s not ma de cl ur ing the wa m111ty p� ri o(I b. l:x cl uslo11s , The warm nttcs in thi s ag ree ment do not apply to pro bl c111s ca \1sc d IJy acc 1cl ent . al luse, or use In 8 manner inco nsistent with ll1is Agre ement . incl ucilng fc11t ure to Ineet ml1 1i111u m sy slefn requirements , Tlle 5e Iwc-1ri 11r1ti e� cki 11 01 ,1pply to free . tr ial. pre-rele; i�e . 01 l>eld pr od ucts. or to comp one nts of Pr odu cts !h at Enrol lee! Affiliate is permiHed to re dist rib ute. c. Disctnimer . Ex cept for Il le 't i rnltect Wilrrn lll ies al )ove, Micr oso ft pr ov l(l es 110 ott,er wn rra ntiP.s or c:oncl ll lons a1 1cl disclaims any other expr ess , implie cl , or statu to ry wn rr anties, incl11d i11g w,1rra 11ties of qu;i li ty . title, non- i nf ri nge men t, merchnn tilhili ty , <11HI fitn ess for a pm1 icular pu rpose.

11. Defense of thir d party claims.

The pa1 ii es will de fend ea ch ot11e r al)ai nsl the tlli rcl -part y clai rm , cles cr ib e(I in th is section an cl will pa� • the <1moun t of "ny resulting t1dverse final 1ud gnien t or 0rproved settl ement, but only 1f tbe defe ndiriy pa 1ty i:; promp tly noti fied in writing of t11e claim ancl has t11 e ri9tit to control tile de fense and any set tl ein ent of it. The panv being defen ded mu st provid e tl1e defending p.:1rty with all re qu es ted assist ance. tnfo rrn af10 11, and ,1u th ority. Tlit> df! fencl11 1g pa rt '{ will rei11 1b urse t11e ot he r p,,rty ftlr re<'.ls on able out-of-p oc ket exp enses ,t Incurf . in pI ovi ding a�sis tan ce This secl ion de scribes the par ties' sole reme dies and ent ire lla bil itv for such claims n. By Mi cr osoft. !v11cr oso ft ·w1II defend Enr ol led t,ff1liate against any lh 1rd-par 1y cla11 11 to t1 1e extent 11 all eges t1 1at a Pr oduct or F,x ina cle availalJl e by Mi cr o,;of t for a fee an<l \fSed within the sco pe of the lice nse grante d (\fn modi fiecl from the fm111 pr ovided by Mi c rosoft an ,I not con1 b1 ned with ilflyll 1i11y el se) rn ,sappro pr iates a trade secret 01 tfi1 ectly infr inges a patent , copy1 igl1t, trc1r fo n1.:Hk or ot her propri etar y righ t of c1 th ird f)art y. If Microsoft Is un able to resolve a r.laim of inf1 In geme11l un de, co111111 er ci all y reasonabl e ter m�. it ma y, al its opt ion, eilher 11 ) mor.J if•t Of reµ t..ice 11,e rrodu ct o, Fix w1t 11 a funcli onat equ1v<llent , or (2) tern111 1ate En rolled Al flliate's lic ens e and ref und any r.nc paid lic, ;nse fees nes:; cl ep recic1tio11 on c1 f1 ve -\1ear, slraI 9ht- lIne basi s) for perpetual licenses and any amo unt pai d for Online Serl/ices fo r any usage period ;iflef the lern1 in at io,1 d11le M,crosofl will not be li able for <1ny clai111s or da m3ges clue to Enr olle d Aff11i ate' s cont inued ll Se or a Pr od uct or F1: < c1fter beinn noti fied to stop clue to <1 th ircl-rwty cl::i in1 I>. By Enr oll ee! Affil iate. To th e extent permi ltecl by applic abl e lc1w, Enrolle.( I Affi li ate will defend Mic10so ll against any t1 1ird-p, 11 ty clil11 i-, to Ille extent il alleyes t11c1I ( I) any Cu stom.e, Da ta Of I
r'J.�!! !lo ; 11
[l�O: Ull1•Yll :<21 ) 10 21)(1

ATTACHMENT A
57 r1or1-f •1l1 ,: ros oft softw a1e l1osted in an Onl inE: Serv ice tiy IV1Icr osoft on E1110 1tecl Alf1 /late's beh< 11f rnisa pprop ri ates ,1 trade sec ret or directly in fringe� ;i p.itenl. ,:;oµyri gl it. lraclernarl1 , or ol l1er prnpn etaIy ri ght of a tlw d prnty . or (2) E11r oll ecl Aff1 ilnt e s use: of ci1 1y Prod1 1cl or Fix. al o11e or ir1 co1nt 1im1ti o11 1•,11! 1 anylh iny else, 11iolates tile la '.'1 or cl,irna ges a 111ir tl rany I
·/ 2. Li mita tion of liabilit y.

Ir=or em:11 Pl l)duct. eact- 1 pa t ty's 111c 1xIrnu 111, agqr egate liab1l 11y to ll1e ot l1er u1 1der this A9r?.P,ll 1� 11t Is t11ni t2d to llire1 :I llat11,1ges fin ally awarcled In c111 amount not lo exceed the amounts En rol led Affiliate was requir ed to pay for the r1ppl ir.c1ble Pr oclt1cts cl1.1 1i1 1y Ille te111 1 of !hi$ Agrt:ement, suh JE,CI t::, tt1e foll ow111y I
.i . Onl ine Ser vice s. Po r Online Se1vi ces. Micr osoft 's ma xirnum liability to Enrolte<I 1\fil /i ate for any in,;i,.ie11l giv,ng ri se tc a cta 1ri1 wilt not e:<ceed t11, � amoun t Enr ol lecl Affi liate pai d for tl v� Onli11e Serv ice cluring the ·1 2 rna11ths before the iivj(l e11 t b. !-'rec Product s a11t1 Distr il )IJ!al >lr. Cot le. For Prod ucts prov iclec l free of cll arQe and cod0 tl1 at Enr olle d Affi li;itf : is aut hor i;terl lo rec l1st1 itlule to t11i1d parti es without sepa rate payment lo M1c1 osoft Mic,·osofl's li alJif1 ty Is limilec l to dire ct cta1 1wges fil li'llly aw21fd t':cl up to USS5 ,000. c E�cl11 sio11s. In no eve nt wi ll eit her party lie liable lor inclire ct. incicl enta l, spe c1cJI, pun itive, 01 conseq ucnt 1ill dc1rna ges. or for loss of 11 se, lm;s or lws111t �ss 1nf orma t1on, loss of Ie ve nue, or 1nt er rup t,on of busi ness. howev �r rnu secl or on any the ory of liabil ity d. Excapt io ns. No tirn it::ition or e:<c.lu s1ons wil l apply lo liab1l il'1 arising out of either pa rty's (I) conficle ntiality olJli gn lions (exc ept for nit liab il ity related to Cust omer Dala. wI 1icl1 will rema in sub1ect to Ille li11 11tal1o ns and e> ;clusions ah ovc), (2) defense obli gc1tion�; or (3) vint.1ti o11 of tile ntll er party'5 i11 te1tec l1 1al property li ghts .
13 . Verifying co mpl iance.
ti- l'�igt1t to verify comptianc n. Enrnll ed 1\flil1at e mu st l1eep recorcls relating to al t use and disl ributi o11 of Prod uct s IJ\' En rolled 1\ffd i<1te <111d it:, /\ff ili3l e!:\. f\•lic rnsofl has tl 1e right. al It s expen se. to the extent pern1 ille< I by applicable law . to 1/erify c.:on1ptiance witli the Prod uct's li cense tP,rn1• ,. Enro lled l\ffili aie rnust pro11 1ptl y p1 ovK le tt,e 11Hlep en(IP.11l i1UCl1 lor ·.,..11ll i any inform ation tl 1e aud itor reasona bly req uests in ft1 rtt1erance ol the ve nficalion. iri cludlng access lo syst ems runni ng II 1e Produ •:ts elncl evi (lence of Licenses for Product;; Enr nllcd Affil iat e ho�ts. suh licen� es. or <l1 stl ibutes to th '1rd parties Enr oll ed Affiliate aCJ rees lo co 111 plele Mic rosoft 's sel f-m1 Cl1t pr oces s, wh ich Mi crosoft may req uire as .in all e111 �I, ve to a tlwd µar ty au dit t1 Reinet lles for 11on- compfia11ce . If veri fic ation or sel f-a,1dit rev,�<1ls <'!ny 1.1 rili ,;ense <I 11 se or distribu tion, t1 Ie11 w1l1li11 30 day s'. (· 1) Enrolled .l\rli liate mu st or<ler sufficient Licenses lo cover tliat use or chs lr ihut ion, and (2) if un licensed 1Ise or dist1 1bul iori is 5'·1/., or more. E11roIlecl 1\ffdia te 11111st reimbur s e lvhcrosort for t11e cost l'vl1c rosoft llas incu rrecl in veri ficci lion aml ar.q uire t11e necess,uy .:1dditio11al li cens es al ·125% or the price L,asecl 011 the then-curr ent price lis t r1nd Enrolled Affiliate price level Th& unli censed use percentage is based on U11:: total m111 1ber of li censes pur ch 3sed cornp arecf tr:i cir:tu al ins ta ll base If th8r e Is no 1111tI c:e11 sed use. 1'v11crosoft 1v1/I no t sub ject E1 11olled /\f filtate tu >ir 1ot11e, verifi cati on for al least one year. By exerc ising the 1i (.lhts and J)l'OCe,l ures des cribe d above. Mk;r'J:;.ofl noes not w..i ivP. ils rights to enfo rce this J\gree meH1t or to prote ct its inlell �ctual property tJy any ot 11er mean s permitt ed by law. c. Ver ificn li o11 pr ocnss. fvlrc,os oft will not ify E1 11 oll ed Alfihale at least JO days 11 1 adva nce of its intent lo ve11fy Enroll ed Aff iliate s compliance with the licens e ter1 11s /or the Pr oclucts Ern o/led l\ffi lia tr. a11 1J its Affiliates use or distribute Mic rosoft will eng age an 1ncf epe11denl a\1 d1tor. which will be subje ct to a confident iahly obl igati on Any i11 form at 1on collected in tile set f-auc lit will l)q use d sol ely for pur poses of determining compl ic1ncc This verific ation will take plac.:8 llw i11g nt),mal l'Ju�iness l1o urs and in a manner that <loes not interfere unreaso nalJ ly wil h E111 olled Affi liate s or.,er .:it1 01 1r,, •
P;u1� Q of I I
(11:1,1 11110::111 .x'_,r), I ll?Oq

ATTACHMENT A
58 14. Miscellaneous.
a Use of contractors Mici'Of.(ift �1,11, use ,::onlrf1ctor$ lo perfo1ni seIvIces, IJlrt will he respor1srble f()r their periorn1c1nce subject to the terms of this 1\green1ent ll. Microsoft �s indepenctenl c:ontr.11::tor. The partIc:- c1re rn<iepenclent contractors 1:nrolle,I C.
t\ffilr,Jle ,1ml Microsoft e.ich Inav develop prodl1cts imlFJpendently without using tt10 othe(s Confidential tnfor111ation
Notices. Notic.:s lo t,11,t.rosoft 111Lst be sent lo the mldress on tile signature lorn 1. Notices must be in w11ling and will be treated as clelivered r)ll the date sll0w11 on Ille retL1rn receipt or on tt1e courier or lax confirmation al delivery. Microsoft may pr,Jvrde r11fomwt1on to Enrolled Alflliate ;,\Jollt tI pcorrnI1g or<fering dec1dlines, services, and subscription information In electror1rc form. including by email lo contacts provided hy Enrollect Aflllic1te E111ails will lie lrealed as delivt->rRd 011 t11e transmissit)n tlatc.
cl. Agrccrnc11t not r.xclusivP.. Customer is free lo enter into ac;reemen!s lo license. use Of" promote non-Microsoft produds:
c A1llet1drne11ts. /\11y c1rnenclrnen't to this A!lreemenl must be executecl by boll1 par1ies. except that Microsort may change the Proclucl Terms ancl tl1e Use Rights from tune lo time in accordc1r1ce will\ the terms of thls Agreement Ar"/ conflict1r1g terms and r,onclihons containecl in an Enrolled Affrli<1te':; plrrch.ise order will nol apply, Microsr::ift may require Customer lo srgn a new agreement or c1n a111enct111'ent t)efore an Enrollecl AlfIliale enters into an Enrollrnenl under this a9ree111ent
f. Assignment. Eill\21 p,uty may assign this Auree1nenl to an Affiliate, tiut 1r1usl noli(y t11e other party in writing·or the as5ig11111enl Any oll1er propose(! assionrnenl must be a pp1oved tiy the 11011-assignin�t parly ,n writing. As�ig11rn1::nl will rrQ\ re;lieve tire <1ssig11in9 part11 of rls obligatrons under Ille <'!S,igned <1greerncnt Any attem!)te(I assi9nment will,out req uirecl apprcvcil will be '/Qi,:1
g. Appticahte law; clisp11le resoll1t1oll. Tt,e terms or t111s Astree111enl 1•1itl be gov.ern?.d \ly the laws or CuslomF:r's :;t.'lle. wilho1rt 91vin9 effe<;I to its conflcct of faws. Disputes relating lo this Agreen1ent will be Slrbjecl to ap1'llicable clispule resolution laws of Custome1 ·s state I

11. Sevcrnbility. II cmy provision in•1I,is agreetllenl is llelcl lo lJe unenforceable. tl1e halnncl� of the ;igrt!t"•m::nl will remziin in full for�r:: and effect
i.
j.

Waiver. Fnilwe to enforce any'provisio11 of 1I1is agreement will not consl1tute a waIveI. Any wc11v1:1r must be in writing and sign eel l)'J tile waIvIng p arty.

No lillrc..1-p;uty beneflcl;irlP.s •Tl\i!; Agreernent <loes nol cIP.ale cirr y third-party benefrciary right5. r
k. Survival. All provIsIons sur,ive Ienrnr1atio11 or expIratron of lilts AgrP.ernent except those requiring perfo.-mance only during tl1e tern, of the t\greeme11t.

I. Ma11<1gcmcnt <1ncl R()fJOrtln£1. Cusl.orner ancl/or Enrolled Affiliate may manage account cletails (e.g .. contacls orclers. Licenses. sortw:1re downloGd!'.) on M1cwsoft's \/()I\rme L1r,ensI11g Ser1.'ice Center ·(VLSC') web �itc (or successor site) at !l!!Jis i/vv\w, I11:,;rosoit corn'ilc€,nsir1g/s,3rvr..:eGenter Upon the eflecti•1e elate of this Agreement and any Enrollments. lhe contact(s) ider,tifreci for tlin; nurpo!\e wilt be provided ciccess to this site an<I may ;1ullKirize ad<lrtion;:il users and r::onl;.icts. 111. Order of nrecectence 111 the case of c1 conflict between any documents in I11,s /\greemelll tllat 1s nol expressly r•�sol11ed 111 those documents, 11,eII terrns will control in II 1e follow,ng order fi-0111 highest to lowest priority ( 1·) this Enterprise Agreem8nl. (2) any Enr ollment. (3) the Procluct Terms, ('1) the 011line !3ervices Terms. (5/ orclers sub,nitted uIKler t111s Agreement, and (6) a,·ry other documents 111 lilis Agreei11en1 T�1m,:. 111 i'111 a111e1rclrner1t <.untr ol over thr: ,m1�nd�d docurnent ancl any prior arne1Hlrnen1s c;orrr,(!fr1iria the s<1111e suhject mc1tter f',Jlj!! I \1 of 11
t.:0,:.i:,1rn,;nI x,>rJ IOZC•J

ATTACHMENT A
59 J

11. Frne Products. Ii Is Microsorl'� intent ll1al th,1 teI1,Is ol this Agreement c1r1d t�,e the Rights be 111 con1pIIance w1tI·, all applicable fecleral law ancl regulations Any free Proclucl provicle<I to Enrolled AflIl1ale is for the:: sol€! (,se and benefil of the En1olled Affilial�. c1nd is ,wt provide,! lo, us':! lly or personal l)e11el1I of an\• specific go,.,ernInent e111ployee I
o. Voluntnry Product J\ccessilJitity Templates. lv11crosofl supports the gave, 111nenrs obtigalion lo provide c1cces�ible technologies to its citizen!; w1tli d,sabili\ies ai: ,equirccl uy Section 50fl of Ille Reha1Jilitat1011 Act c,I 197:l, and its stale lc1I11 counterparts The Voluntary Product /v�c:e::;s,bihty Te111r-,lc1les ("VPAfs") r0, the Microsoft technolo�ies used in providing tile 011h11e Serw:.es c:.c111 be founci al M1crosolt'� VP/\ T pc1(]e. Further inforn1c1ti0r1 , t"-:gt1rd1ng lv1,cr,,1�<1fl"s co111111itme11I lo accessilllhty can IJ8 tou11rJ al L�llP.J.0!''•W' r11ic1oso:1.co111lenal.ile p. Natural disaster. 111 tlie r.•Jc:nl or ,, "natuml rl1$,'\St<!r," Microsofl may µrovIde add1lion3I assistance or rights by posting thefll on hltn-/iw•.\l','1.microsl'.,ft c.·om at such time q. Coµyrighl vlolatlon. Exc:erit 8s set 1'011'1 itl the section allove entitled '·Transfe1ri119 ancl reassigning Licenses", the Enrolled i\flrltBle agrees to pay for, and comr.ly with lhe tern1� of this Agree11ie11t ancl !lie Use Ri!Jlils,'for the Proclucts ii uses Except to the extent Enrolled A(filiate Is licensed undr.I 1111s Agr�emel\l. it will be responsible for its breach or this contract ;111cJ violc:1l1011 of Microsoft's copyr1uhi in the Prudl1<:ts, includinu payment 1Jf License lee:; spe,;ifiecf 111 l11Is Aweemenl fc,r IinI1ce11se1 use
Pa!1•= 11 or 11
U1 ,1:u1111�1d X�:1- I f•�C-!l

ATTACHMENT A
60 8 i Miunsoft
Supplemental Contact Information Form
I
I
Tl11s form cai1 tie use<I 1n combination with M13SA, Agreement. ancf En(ollment/Registrat1011 However. c1 se:pc1rc1tcc form nwst 1>2- su1Jm1ited for ec1ch cnrollme11tlregistwt1on. when mo1e than 011e i:-­ submitted on a signature form For tl1e iJurposes of t11is form, ·e11tity" can mean the signing entity.

Customer, E11r0lled Afliliate, Gove1n111e11t Partner, t11::.titulio11, u1 ull1e1 µariy entering into c1 volu1ne licensin9 program agreement Primary c11°d Notices contact:; in 11·,is form will not c1pply lo enrollments or I e!_1istral ions
This fo1111 applies to: D MBS/\
� Agrcern;;ql
I
0 Enrollment/A!fll1ale r��g1strc1t1on Fann
l11sert pr1rnary f:11t1ly 11:irne if rr1ore t11nn one Enrnlln1ent/Reg1slrc1t1on Form is submitted
Contact information.

Ec1ch pc:1rty will notify lhe other fn wrilin0 ii any of the infor1m1tior, in the followin!J contact 1nfor111c1tion pa9c(sJ changes Tl1e asterisl(s ( ') 1nd1cnte require<I fielrJ<;: it 1t1e entity chooses to design;:ite other contar.l types, tile sa1T11:; req1.11rl:!cl field!-; rnust l>e co,i1ptete<I fo1 eacl1 section. By pmv1cting contacl 1nfornrnt1on, entity consents lo its use for purpos0s of administering the Enrollment by Microsoft and ot11e1 pa1ties tl1c1t 11etp ·M1crosort aclm111ister this Enrollment The personal intorrnat1on provided in connection with tliis ayree1nent will he 11sec.J am.I p1otected accordil\tt 10 tl1e p(ivacy statement available at 1·,ltD$' .'ilic,?.nsin(I rn1'=ro�;oll.c<Jni.

1. Additional notices contact.
'fhis contt1cl receiv8s .;ill notices Uml are sent from Microsoft No onlin,:, ;iccess is gr;,inted to till'; 111div1cfual.
f\J;ime of entity• County of R1ver:s1dt· I
Contact 11n111e': First 8egina Lnst r-u11d811Jurk
Contact email address• RFunde,burl1@rlvco 019
Street �dclrcss' 3450 14th Street, _41(1 Floor;
City·• 1:::,vers1de Sl.1l0/Prov111ce• California Postal cocte• 92501-386·1 Country• USA
Phone• 951-955-22GS Fax
0 T11is contact is a t111rcJ party (nol the entity) I./\Jarnin(J This contact recei;es personall•1 1denlifiablt':
i11forrn,it1011 of the entity.

2. Software Assurance manager.

This con1c1r.t will receive online p0rn11ssior1s to 111an.ige lli� Snftware l\!';:;11r;-11 1ce benefits uncle, IIK E111olhnent or Regislralion
Mame of en Lily' Counly of R1vers1cle
Contact narne': First Regina I.a st l-'1111rlerhurk
Co11lc1cl email c1<lctress· f<Funclerb11rt<@rivco org
Street address' 3450 14111 Street 4tl1 Floor.

City• Riverside StatelProvir,ce' Callforn1a 'Postal cocle' 8250 1-386 Il

ATTACHMENT A
61 Cottnlry' USf\
Phone' 95 1-855-2265 Fax
0 This contact 1s c1 t11ircl parl'/ (not ll1e enlily) Warnin9 Tl11s contc1d receives personally tdentiriallle info1rnaI1on of tt1e entity

3. Subscriptions manager.

This con1acl will assign MSDN. t:::�pression, and Techf\Jet Plus subsciipt1011 l1censos lo t11e indiv,clual suL1scr1bers under this Enrollinent rn Reg1:.l1�tion Assignment of llie suhscaipt1on licenses 1s n1.ecessaIy for crcces!5 to nny of the online benefit� •. sl1cl1 as subscri[JIIOn downloads. This wntcic1 will c1l�o rnanag8 any complimentary or aclclilional media purclrnses rel,ilecl lo t11ese sut)sc11ptI011s Nmne of entity• County of R1versidE
Cont;ict 11arne: First Reg1n.-i Last FuMte, hI11 I<
Coratacl ernnil address' Rf'l1nder1Jud•;@1ivco.or<.1
Street <t<ldress' 3450 14th Street, 4t'1 r-I001
City' Riverside St,1te/Provi11c;e' Californic1 Postal code' 92:iO 1-3861 Co1111lry• USA
PI101w· 951-955-2265 Fax
0 T11is conlcict is a ll1ircl party (1101 l11& enl11yl vVc1rning ll11s cont::icl receives personally ident1fic1t)le 1nformat1on of tl1e enllty

4. Online services manager.

This ,�011tac.:t will be provided linl1ne pe11n1s�ior1� lo man;:t!cJf the 011line �f!1vice'.> ordered 1J1\de1 tl1e Enrollment or l�e!:]istralion
N;ime of entity' County or Riverside
Co11tnct name': First Luis Last ['lores
Contact enrnil aclclress' LFFlores@iivco 01·9
Street ,Hlclress' 31\5<l 14Ih Street, 4111 Floor
City' Riverside
State/Province' C:c1lifor11121 Poslal r.ocle' �l2:i0'!•3flG1 Cou11lry• US/\
Phone' 951-�155-8114 Fax
0 This contact is a tt11rd party (1101 the entity). Warning· Tl1is contact receives personally identifiable information of the entity

5. Ct1stomer Support Manager (CSM).

Tf11s person Is desi9nated as t11e Customer SUf.lport Manager tCSl>.·1) for supporHetatecl activities Name of entity• County of l�1vers1<1e
CorHnct name': First Luis Last Flo•·es
Conrnct email address• [email protected]
Street <1ddross' 3450 '141h Street, 4lt1 Fl1Jor
City' R1v.:,r�ide Stc1te/Provi11ce' C.1liforn1a Postal code' 92501-3861 Country· USA
Phon�• 951-955-8114 Fax

6. Primary contact information.

An individual f1om 111sict':l (11<, �•r�Janizatii:m nIust seIve as tl11? piinrn1y conlElcl. This contact 1eccives onlin€:
allmlnistrator pe1rniss1ons ancl may grant online access to olh�1s. This co11Iact also receives all notice:; unless Microsoft is rrnvidecJ wntlen nol1l:e of� change.

N;irrw
of ontity• Cotinty of Riverside

ATTACHMENT A
62 Contact name·: First J1rn Last Srn1ll1
Co11t<1ct ern.i ii .icldrnss' jim�n 1ilh@rivr;,;i, ori;i Street ,Hlclress • 34 50 14th St reel, •llh Floor
City• Riverside State/Province• CA Postc1I code' 92so·1-38G I Co11ntry• US
Phone' 9$1-231-5909 Fax

7. Notices contact and on/ine administrator information.

This incJ1virJ11ril receives online ,1<1111111is\r,.1tor permi�;s1<J11s .:111d 11i.i:; gr,1111 0111,ne 2r.cess lo ollle1s This contc1cl c1lso receives all notices
l2J :iA/llf: il.� f)Jf1/lllr}' r.011/nr.l
Na111e of entity'
Contr1ct 11c1me•· Firsl Last
Contact 1i111c1il acJdrnss•
Street ,Hldress'
City• State/Province• Postal cocle'
Country•
Phone' Fax
0 This contact is a t1111d party (not ll1e e11t1t1
1J vVarrnng This contact recer•Jes pcrsonc1l1y iclentificible 111forrl!a\ion of lhe entitv

ATTACHMENT A
63 MSE#:
(MSLI
Tracking
Number)
Doc Type:

Microsoft Document Headersheet
• This is for informational purposes only •
----- '-------
5-0000004275258
Amendments
L_ __ _ ----------
Do not modify the formatting or spacing of this Form above this text I
I
Subsidiary: Account Manager Name/ Alias:

Country· United States
LAR/LAD/ESA:

Insight Direct USA, Inc.

ProqramNersion
EA 6 2016
------------------ ------
ACCOUNT: County of Riverside
Comments:

Outsourcer Name:

Business Agreement Number:

Master Agreement Number: 8084445
Agreement Number:

Purchase Order Number.
8/23/2019 9:42:40 PM
(Scanning Code)
_ _J

ATTACHMENT A
64 Amendment to Contract Documents
004·kilylec,cl-S-OtJ
Thi,: nI11G11d111C'11t (A111c11cl111<Jnl'') is entered inln between 1I,e pc1!'lies 1clr;11til1�d on the alluclled pW�JI<1111 sinn<1li II E; [01 Ill. It amends l Ile fall ollll 11:Hil or /1gree1 neI ,1 idP.11lif1ed ;1buve. i\ll lP./'1/lS u�1-:rl l11 I( llCJI ddinP.d In ll1i5 Amet1\ltnent will l1c1v•� tlv, sc1rne 111eanIngs provided in th<1t Enrnllinr1111 or .!•{1reE!ma11t Enterprise Agreement
Custom Terms CTM
Sec:lion Oc1. "Tcr!ll", 1s l1crGby <111rnncl<:!cl ancl re�tat,�d as follows:
n. Tonn. Tl1c lern1 of tllis A{Jrcernent wI1I 1 ('1naII1 in el/eel u,Ms.s terminated \Jy eiilH,1 p,H ly as cles1:11lied IJelol'I E:1c:l1 E111·oll111e11I will h;111P. !hf': l()r111 pr,widr.rl in th;il E,irnllrncnl 2 The pricIn�I that Micwso!t 1•1111 uf!e1· Enrulled /\frtli;itr.·:; RP.SP.lie, for E11rollinrin1, f'H,,r.fi,1,, hr.lween Nove111b1:<r I. 20'19 tlirougt1 Oclober 3·1. 202·1. anct that will cipplv for th� ,�1111rP. inilifll lerir, of 5ud, E111olhnr.nIs, ,� w, follow,;·
-- . '··-·
Product
-·-
E11terpriso Online Services ..
-
(inc.lurtinu F11II USLs, From SA
USL�. Add on-, a11(I Step Ups)
·-·--
Enterprise Products
Aclclition.il Proclucts
Server ancl Tools Procluct
(appltE!S lo Serve, a11d Cloud
f::nrolln1cnt:; only)
Price·----
Level
Level I)
ll1I11l1S 2.%
-· -- -
LevelD
Level o
Level 0
Ex;irnples Include but are 11ot liii'iftccf'io"'
Ille following':

M36S 1::.i and l:5, Enterprise Mobility ...

Security EJ and E'i, 01!,ce JG5 En11e1p1ise
El or E3. W111driws 10 Ente1r,rt5P. E3 or ES
oirfce 365 Pro Plus,
-·- -
\NrndCJ\'/S
C:nlerprise, Cor� CAL �llile. E11terpr1s'!
CAL Su1le
fl,1365 FI, M3G5 E5 Cornpl1ance, MJ65 ES
Si::r.wily, OHir.,, '.ki5 l:11tr,1rrisc F1 Project
Online. Visio OnlinP. Plan 1 or Plcin 2
Uynamir;s :Jo5, Azure. SOL S,3rver.

Window:; Server elc;
s1,arePoinl Serve1, SOL SN\/N�-- B1ZT31k
Sc::rvcr, Vis11.:il St,1dio Core lnfr;:istrw;twc
Suites, etc
-
• ·n. 1.11.:•1in'.I F.Oi•"'1>·i-.:r=i (l•1L11� ::,,. ... 1\11\�'i =1,,, �lr.l1(1fi�(1 i,, 11 ir� r,cu;\11 .. \ 1 f�1 •n; IJlilh 111!- ,:.P.11 \1\)lli"! cl 'F(I' Ill Ith; '�11►1,=:�. fr:1( •r 11uy·u,r, .-\'.'.J liJ:.Hhl�•• ihl! ·1·:•11,:'-.! u! Enl•..:1µ11:;':.l O·,i.:1� St:l'it<.:�� is :H/�j'!:..:t le d1:1.·�1u .il'S E:11trpr:�,a1 <1 1,l111e S':'t\fl<.:�::
:111; ,:-11;·,:le<J �1:x•r,teiJ1,�::"' st:::I �r ·t;1�·r.>•,t;1J fi"o111 /111.; [11lt:rr)r1Jt: p11�91�1n •�Hcrin�1 f::,r.h1si011:; ilrnly lo lh•� acld11in11;il 2% rlisc0<1r1t 1111 F.n(crpr,,c Onlinr Sc1>1ir.Gs ns follow�· E!D

ATTACHMENT A
65 The p1ice Ii,;! 1Ho11th thc1I applie, lo ,m orc:P.r ,� 1101 ,1 facl0r i11 (lelP.1niin111g whelh,?r the ,1dd11ior1al 2% dis<.:ount ur, Enle1prbe 011li11e Ser,111..e':i n1 .. ,y lH! ;ipplred lo a11 urde1. Tl!Ee nnlv ::ipptrcahl� f,1r;lor re IIHJ effe,;liw rl;il� of !he L:nroltrnenl rt1e rt1scount <l0e� 1,<1t ,ipplv lo any exte11;;1,1ns rJI the in11,;:i1 Tenn or re11e,.-1;:il f:11rnlt1ncnts
Tit;; cl1•:couri\ doe, 1101 ;1r,ply to ,1ny rrr11wllional St<U� E11rollr.<I /1lfil1aI,i ,�; cntitlP.d tn Iii,? lower c,r the prnn1rit,cr1rnl p, ,ce o, discu1.1nteff µrice TIIG priCt) 1c,1el ll'i,1l apµfies lo E11,ullrnenls dfeGlive Oil I.JI ,'.1(1L!1 H.:ivenllJCI I. 2021 IS Level O lo,· RII l'ro<lur.ts.

Tl1e Reseller :1nd thr; F.11,ollt:d ;'1ff1halo will r:lctt:1ini11,� th,; l:nrolled A'fili;:;le'� 11ct1,at fllice and pay,11,�111 tcnn�.

Except for cl121n9es m:1de by 111,s A11,end1nt'11t, the l:11roI1,11e111 o, A\11ee111e11l ,denlir.ed auove re111ai,1s u11,hic111ged ;inrl in full force anrl effe,;I I( therP. is illlY co11f11ct betl'1ee11 any provision in this A111enclnw111 c11 ,d ;.111y p1u•.'i�1011 in II 11: E111 oll111e1,t or At]rP.,orllt:lll irlcnl1f1<·:d allo•,t�, lhi� 1\111c:1 ulrrn�rit !;tl;ill c:011l101 •-..-.•--�-� -- --- ---------
Th is Amendment must he attached to a signciture form to be valid.

Microsoft Internal U�e 0111
F<iver�iclP. Cou11t•1 l:A Ame11cl IJ. 7 .clocx CTM
IJ[)

ATTACHMENT A
66 EA20241EnrGov(US)SLG(ENG)(Oct2023) Page 1 of 10
Document X20-10636
Dell Customer Communication - Confidential
Enterprise Enrollment State and Local
Enterprise Enrollment number
(Microsoft to complete)
Fr amework ID
(if applicable)
Previous Enrollment number
(Reseller to complete)
This Enrollment must be attached to a signature form to be valid.

This Microsoft Enterprise Enrollment is entered into between the entities as identified in the signature form as of the effective date. Enrolled Affiliate represents and warrants it is the same Customer, or an Affiliate of the Customer, that entered into the Enterprise Agreement identified on the program signature form.

This Enrollment consists of: (1) these terms and conditions, (2) the terms of the Enterprise Agreement identified on the signature form, (3) the Product Selection Form, (4) the Product Terms, (5) any Supplemental Contact Information Form, Previous Agreement/Enrollment form, and other forms that may be required, and (6) any order submitted under this Enrollment. This Enrollment may only be entered into under a 2011 or later Enterprise Agreement. By entering into this Enrollment, Enrolled Affiliate agrees to be bound by the terms and conditions of the Enterprise Agreement.

All terms used but not defined are located at http://www.microsoft.com/licensing/contracts . In the event of
any conflict the terms of this Agreement control.

Effective date. If Enrolled Affiliate is renewing Software Assurance or Subscription Licenses from one or more previous Enrollments or agreements, then the effective date will be the day after the first prior Enrollment or agreement expires or terminates. If this Enrollment is renewed, the effective date of the renewal term will be the day after the Expiration Date of the initial term. Otherwise, the effective date will be the date this Enrollment is accepted by Microsoft. Any reference to “anniversary date” refers to the anniversary of the effective date of the applicable initial or renewal term for each year this Enrollment is in effect.

Term. The initial term of this Enrollment will expire on the last day of the month, 36 full calendar months from the effective date of the initial term . The renewal term will expire 36 full calendar months after the effective date of the renewal term.

Terms and Conditions

1. Definitions.

Terms used but not defined in this Enrollment will have the definition in the Enterprise Agreement. The following definitions are used in this Enrollment:
“Additional Product” means any Product identified as such in the Product Terms and chosen by Enrolled Affiliate under this Enrollment.
“Community” means the community consisting of one or more of the following: (1) a Government, (2) an Enrolled Affiliate using eligible Government Community Cloud Services to provide solutions to a Government or a qualified member of the Community, or (3) a Customer with Customer Data that is subject to Government regulations for which Customer determines and Microsoft agrees that the use of Government Community Cloud Services is appropriate to meet Customer’s regulatory requirements.

ATTACHMENT B
67 EA20241EnrGov(US)SLG(ENG)(Oct2023) Page 2 of 10
Document X20-10636

Dell Customer Communication - Confidential
Membership in the Community is ultimately at Microsoft’s discretion, which may vary by Government Community Cloud Service.
“Enterprise Online Service” means any Online Service designated as an Enterprise Online Service in the Product Terms and chosen by Enrolled Affiliate under this Enrollment. Enterprise Online Services are treated as Online Services, except as noted.
“Enterprise Product” means any Desktop Platform Product that Microsoft designates as an Enterprise Product in the Product Terms and chosen by Enrolled Affiliate under this Enrollment. Enterprise Products must be licensed for all Qualified Devices and Qualified Users on an Enterprise-wide basis under this program.
“Expiration Date” means the date upon which the Enrollment expires. “Federal Agency” means a bureau, office, agency, department or other entity of the United States Government.
“Government” means a Federal Agency, State/Local Entity, or Tribal Entity acting in its governmental capacity.
“Government Community Cloud Services” means Microsoft Online Services that are provisioned in Microsoft’s multi-tenant data centers for exclusive use by or for the Community and offered in accordance with the National Institute of Standards and Technology (NIST) Special Publication 800-145. Microsoft Online Services that are Government Community Cloud Services are designated as such in the Use Rights and Product Terms.
“Industry Device” (also known as line of business device) means any device that: (1) is not useable in its deployed configuration as a general purpose personal computing device (such as a personal computer), a multi-function server, or a commercially viable substitute for one of these systems; and (2) only employs an industry or task-specific software program (e.g. a computer-aided design program used by an architect or a point of sale program) (“Industry Program”). The device may include features and functions derived from Microsoft software or third-party software. If the device performs desktop functions (such as email, word processing, spreadsheets, database, network or Internet browsing, or scheduling, or personal finance), then the desktop functions: (1) may only be used for the purpose of supporting the Industry Program functionality; and (2) must be technically integrated with the Industry Program or employ technically enforced policies or architecture to operate only when used with the Industry Program functionality. “Managed Device” means any device on which any Affiliate in the Enterprise directly or indirectly controls one or more operating system environments. Examples of Managed Devices can be found in the Product Terms.
“Qualified Device” means any device that is used by or for the benefit of Enrolled Affiliate’s Enterprise and is: (1) a personal desktop computer, portable computer, workstation, or similar device capable of running Windows Pro locally (in a physical or virtual operating system environment), or (2) a device used to access a virtual desktop infrastructure (“VDI”). Qualified Devices do not include any device that is: (1) designated as a server and not used as a personal computer, (2) an Industry Device, or (3) not a Managed Device. At its option, the Enrolled Affiliate may designate any device excluded above (e.g., Industry Device) that is used by or for the benefit of the Enrolled Affiliate’s Enterprise as a Qualified Device for all or a subset of Enterprise Products or Online Services the Enrolled Affiliate has selected. “Qualified User” means a person (e.g., employee, consultant, contingent staff) who: (1) is a user of a Qualified Device, or (2) accesses any server software requiring an Enterprise Product Client Access License or any Enterprise Online Service. It does not include a person who accesses server software or an Online Service solely under a License identified in the Qualified User exemptions in the Product Terms. “Reseller” means an entity authorized by Microsoft to resell Licenses under this program and engaged by an Enrolled Affiliate to provide pre- and post-transaction assistance related to this agreement; “Reserved License” means for an Online Service identified as eligible for true-ups in the Product Terms, the License reserved by Enrolled Affiliate prior to use and for which Microsoft will make the Online Service available for activation.

ATTACHMENT B
68 EA20241EnrGov(US)SLG(ENG)(Oct2023) Page 3 of 10
Document X20-10636

Dell Customer Communication - Confidential
"State/Local Entity" means (1) any agency of a state or local government in the United States, or (2) any United States county, borough, commonwealth, city, municipality, town, township, special purpose district, or other similar type of governmental instrumentality established by the laws of Customer’s state and located within Customer’s state’s jurisdiction and geographic boundaries. “Tribal Entity” means a federally recognized tribal entity performing tribal governmental functions and eligible for funding and services from the U.S. Department of Interior by virtue of its status as an Indian tribe.
“Use Rights” means, with respect to any licensing program, the use rights or terms of service for each Product and version published for that licensing program at the Volume Licensing Site and updated from time to time. The Use Rights include the Product -Specific License Terms, the License Model terms, the Universal License Terms, the Data Protection Terms, and the Other Legal Terms. The Use Rights supersede the terms of any end user license agreement (on-screen or otherwise) that accompanies a Product.
“Volume Licensing Site” means http://www.microsoft.com/licensing/contracts or a successor site.

2. Order requirements.
a. Minimum order requirements. Enrolled Affiliate’s Enterprise must have a minimum of 250 Qualified Users or Qualified Devices. The initial order must include at least 250 Licenses for Enterprise Products or Enterprise Online Services.
(i) Enterprise commitment. Enrolled Affiliate must order enough Licenses to cover all Qualified Users or Qualified Devices, depending on the License Type, with one or more Enterprise Products or a mix of Enterprise Products and the corresponding Enterprise Online Services (as long as all Qualified Devices not covered by a License are only used by users covered with a user License).
(ii) Enterprise Online Services only. If no Enterprise Product is ordered, then Enrolled Affiliate need only maintain at least 250 Subscription Licenses for Enterprise Online Services.
b. Additional Products. Upon satisfying the minimum order requirements above, Enrolled Affiliate may order Additional Products.
c. Use Rights for Enterprise Products. For Enterprise Products, if a new Product version has more restrictive use rights than the version that is current at the start of the applicable initial or renewal term of the Enrollment, those more restrictive use rights will not apply to Enrolled Affiliate’s use of that Product during that term.
d. Country of usage. Enrolled Affiliate must specify the countries where Licenses will be used on its initial order and on any additional orders.
e. Resellers. Enrolled Affiliate must choose and maintain a Reseller authorized in the United States. Enrolled Affiliate will acquire its Licenses through its chosen Reseller. Orders must be submitted to the Reseller who will transmit the order to Microsoft. The Reseller and Enrolled Affiliate determine pricing and payment terms as between them, and Microsoft will invoice the Reseller based on those terms. Throughout this Agreement the term “price” refers to reference price. Resellers and other third parties do not have authority to bind or impose any obligation or liability on Microsoft.
f. A dding Products.
(i) Adding new Products not previously ordered. New Enterprise Products or Enterprise Online Services may be added at any time by contacting a Microsoft Account Manager or Reseller. New Additional Products, other than Online Services, may be used if an order is placed in the month the Product is first used. For Additional Products that are Online Services, an initial order for the Online Service is required prior to use.

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(ii) Adding Licenses for previously ordered Products. Additional Licenses for previously ordered Products other than Online Services may be added at any time but must be included in the next true-up order. Additional Licenses for Online Services must be ordered prior to use, unless the Online Services are (1) identified as eligible for true-up in the Product Terms or (2) included as part of other Licenses. g. True-up requirements. Enrolled Affiliate must submit an annual true-up order that accounts for any changes since the initial order or last order. If there are no changes, then an update statement must be submitted instead of a true-up order. (i) Enterprise Products. For Enterprise Products, Enrolled Affiliate must determine the number of Qualified Devices and Qualified Users (if ordering user-based Licenses) at the time the true-up order is placed and must order additional Licenses for all Qualified Devices and Qualified Users that are not already covered by existing Licenses, including any Enterprise Online Services.
(ii) Additional Products. For Additional Products that have been previously ordered under this Enrollment, Enrolled Affiliate must determine the maximum number of Additional Products used since the latter of the initial order, the last true-up order, or the prior anniversary date and submit a true-up order that accounts for any increase. (iii) Online Services. For Online Services identified as eligible for true-up in the Product Terms, Enrolled Affiliate may place a reservation order for the additional Licenses prior to use and payment may be deferred until the next true- up order. Microsoft will provide a report of Reserved Licenses ordered but not yet invoiced to Enrolled Affiliate and its Reseller. Reserved Licenses will be invoiced retrospectively to the month in which they were ordered.
(iv) Subscription License reductions. Enrolled Affiliate may reduce the quantity of Subscription Licenses at the Enrollment anniversary date on a prospective basis if permitted in the Product Terms, as follows:
1) For Subscription Licenses that are part of an Enterprise-wide purchase, Licenses may be reduced if the total quantity of Licenses and Software Assurance for an applicable group meets or exceeds the quantity of Qualified Devices and Qualified Users (if ordering user-based Licenses) identified on the Product Selection Form, and includes any additional Qualified Devices and Qualified Users added in any prior true-up orders.

Step-up Licenses do not count towards this total count. 2) For Enterprise Online Services in a given Product pool that are not a part of an Enterprise-wide purchase, Licenses can be reduced as long as (a) the initial order minimum requirements are maintained and (b) all then-active users of each Online Service are included the total quantity of Licenses remaining after the reduction. An Enrolled Affiliate may reduce Licenses for Online Services on or before the Enrollment anniversary date and place a reservation order for such licenses within 90 days after the anniversary date; however, any licenses ordered as described in this section will be invoiced to the Enrolled Affiliate for the time period the licenses were made available.
3) For Additional Products available as Subscription Licenses, Enrolled Affiliate may reduce the Licenses. If the License count is reduced to zero, then Enrolled Affiliate’s use of the applicable Subscription License will be cancelled.

Invoices will be adjusted to reflect any reductions in Subscription Licenses at the true-up order Enrollment anniversary date and effective as of such date. (v) Update statement. An update statement must be submitted instead of a true-up order if, since the initial order or last true-up order, Enrolled Affiliate’s Enterprise: (1) has not changed the number of Qualified Devices and Qualified Users licensed with Enterprise Products or Enterprise Online Services; and (2) has not increased its usage of Additional

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Products. This update statement must be signed by Enrolled Affiliate’s authorized representative.
(vi) True-up order period. The true-up order or update statement must be received by Microsoft between 60 and 30 days prior to each Enrollment anniversary date. The third- year true-up order or update statement is due within 30 days prior to the Expiration Date, and any license reservations within this 30 day period will not be accepted. Enrolled Affiliate may submit true-up orders more often to account for increases in Product usage, but an annual true-up order or update statement must still be submitted during the annual order period.
(vii) Late true-up order. If the true-up order or update statement is not received when due, Microsoft may invoice Reseller for all Reserved Licenses not previously invoiced and Subscription License reductions cannot be reported until the following Enrollment anniversary date (or at Enrollment renewal, as applicable). h. Step-up Licenses. For Licenses eligible for a step-up under this Enrollment, Enrolled Affiliate may step-up to a higher edition or suite as follows:
(i) For step-up Licenses included on an initial order, Enrolled Affiliate may order according to the true-up process.
(ii) If step -up Licenses are not included on an initial order, Enrolled Affiliate may step-up initially by following the process described in the Section titled “Adding new Products not previously ordered,” then for additional step-up Licenses, by following the true-up order process.
i. Clerical errors. Microsoft may correct clerical errors in this Enrollment, and any documents submitted with or under this Enrollment, by providing notice by email and a reasonable opportunity for Enrolled Affiliate to object to the correction. Clerical errors include minor mistakes, unintentional additions and omissions. This provision does not apply to material terms, such as the identity, quantity or price of a Product ordered. j. Verifying compliance. Microsoft may, in its discretion and at its expense, verify compliance with this Enrollment as set forth in the Enterprise Agreement.

3. Pricing.
a. Price Levels. For both the initial and any renewal term Enrolled Affiliate’s Price Level for all Products ordered under this Enrollment will be Level “D” throughout the term of the Enrollment. b. Setting Prices. Unless otherwise expressly agreed to by the parties and except for Online Services designated in the Product Terms as being exempt from fixed pricing, Enrolled Affiliate’s prices for each Product or Service will be established by its Reseller. As long as Enrolled Affiliate continues to qualify for the same price level, Microsoft’s prices for Resellers for each Product or Service ordered will be fixed throughout the applicable initial or renewal Enrollment term. Microsoft’s prices to Resellers are reestablished at the beginning of the renewal term.

4. Payment terms.

For the initial or renewal order, Microsoft will invoice Enrolled Affiliate’s Reseller in three equal annual installments. The first installment will be invoiced upon Microsoft’s acceptance of this Enrollment and remaining installments will be invoiced on each subsequent Enrollment anniversary date. Subsequent orders are invoiced upon acceptance of the order and Enrolled Affiliate may elect to pay annually or upfront for Online Services and upfront for all other Licenses.

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5. End of Enrollment term and termination.
a. General. At the Expiration Date, Enrolled Affiliate must immediately order and pay for Licenses for Products it has used but has not previously submitted an order, except as otherwis e provided in this Enrollment.
b. Renewal option. At the Expiration Date of the initial term, Enrolled Affiliate can renew Products by renewing this Enrollment for one additional 36-month term or by signing a new Enrollment. Microsoft must receive a Renewal Form, Product Selection Form, and renewal order prior to or at the Expiration Date. Microsoft will not unreasonably reject any renewal.

Microsoft may make changes to this program that will make it necessary for Customer and its Enrolled Affiliates to enter into new agreements and Enrollments at renewal. c. If Enrolled Affiliate elects not to renew.
(i) Software Assurance. If Enrolled Affiliate elects not to renew Software Assurance for any Product under its Enrollment, then Enrolled Affiliate will not be permitted to order Software Assurance later without first acquiring a new License with Software Assurance. (ii) Online Services eligible for an Extended Term. For Online Services identified as eligible for an Extended Term in the Product Terms, the following options are available at the end of the Enrollment initial or renewal term.
1) Extended Term. Licenses for Online Services will automatically expire in accordance with the terms of the Enrollment. An extended term option that allows Online Services to continue month-to -month (“Extended Term”) is available. During the Extended Term, Online Services will be invoiced monthly at the then-current published price as of the Expiration Date plus a 3% administrative fee for up to one year. If Enrolled Affiliate wants an Extended Term, Enrolled Affiliate must submit a request to Microsoft at least 30 days prior to the Expiration Date.
2) Cancellation during Extended Term. At any time during the first twelve months of the Extended Term, Enrolled Affiliate may terminate the Extended Term by submitting a notice of cancellation to Microsoft for each Online Service. Thereafter, Microsoft may condition the continued use of each Online Service on the acceptance of new terms by the Enrolled Affiliate. Enrolled Affiliate will be notified in writing of any new terms at least 60 days before any such changes take effect. Enrolled Affiliate acknowledges and agrees that after the notice described in this section, its continued use of each Online Service after the effective date provided in the notice will constitute its acceptance of the new terms. If Enrolled Affiliate does not agree to the new terms, it must stop using the Online Services and terminate the Extended Term as provided in this section. Enrolled Affiliate’s termination under this section will be effective at the end of the month following 30 days after Microsoft has received the notice. (iii) Subscription Licenses and Online Services not eligible for an Extended Term. If Enrolled Affiliate elects not to renew, the Licenses will be cancelled and will terminate as of the Expiration Date. Any associated media must be uninstalled and destroyed and Enrolled Affiliate’s Enterprise must discontinue use. Microsoft may request written certification to verify compliance.
d. Termination for cause. Any termination for cause of this Enrollment will be subject to the “Termination for cause” section of the Agreement. In addition, it shall be a breach of this Enrollment if Enrolled Affiliate or any Affiliate in the Enterprise that uses Government Community Cloud Services fails to meet and maintain the conditions of membership in the definition of Community.
e. Early termination. Any e arly termination of this Enrollment will be subject to the “Early Termination” Section of the Enterprise Agreement.

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For Subscription Licenses, in the event of a breach by Microsoft, or if Microsoft terminates an Online Service for regulatory reasons, Microsoft will issue Reseller a credit for any amount paid in advance for the period after termination.

6. Government Community Cloud.
a. Community requirements. If Enrolled Affiliate purchases Government Community Cloud Services, Enrolled Affiliate certifies that it is a member of the Community and agrees to use Government Community Cloud Services solely in its capacity as a member of the Community and, for eligible Government Community Cloud Services, for the benefit of end users that are members of the Community. Use of Government Community Cloud Services by an entity that is not a member of the Community or to provide services to non-Community members is strictly prohibited and could result in termination of Enrolled Affiliate’s license(s) for Government Community Cloud Services without notice. Enrolled Affiliate acknowledges that only Community members may use Government Community Cloud Services. b. All terms and conditions applicable to non-Government Community Cloud Services also apply to their corresponding Government Community Cloud Services, except as otherwise noted in the Use Rights, Product Terms, and this Enrollment.
c. Enrolled Affiliate may not deploy or use Government Community Cloud Services and corresponding non-Government Community Cloud Services in the same domain. d. Use Rights for Government Community Cloud Services. For Government Community Cloud Services, notwithstanding anything to the contrary in the Use Rights:
(i) Government Community Cloud Services will be offered only within the United States. (ii) Additional European Terms, as set forth in the Use Rights, will not apply. (iii) References to geographic areas in the Use Rights with respect to the location of Customer Data at rest, as set forth in the Use Rights, refer only to the United States.

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Enrollment Details

1. Enrolled Affiliate’s Enterprise.

Identify which Agency Affiliates are included in the Enterprise. (Required) Enrolled Affiliate’s Enterprise must consist of entire offices, bureaus, agencies, departments or other entities of Enrolled Affiliate, not partial offices, bureaus, agencies, or departments, or other partial entities. Check only one box in this section. If no boxes are checked, Microsoft will deem the Enterprise to include the Enrolled Affiliate only. If more than one box is checked, Microsoft will deem the Enterprise to include the largest number of Affiliates:

Enrolled Affiliate only
Enrolled Affiliate and the following Affiliate(s):

Unless specifically identified above, all Affiliates of Customer, either existing at the execution of this Enrollment or created or acquired after the execution of this Enrollment, will be excluded from the Enterprise. To request that an additional Affiliate be included in Customer’s Enterprise, Customer must identify an Affiliate to Microsoft in writing and provide any required documentation. Microsoft will reasonably review requests under this paragraph and may approve the inclusion of an Affiliate in Customer‘s Enterprise in its sole discretion.

1. Contact information.

Each party will notify the other in writing if any of the information in the following contact information page(s) changes. The asterisks (*) indicate required fields. By providing contact information, Enrolled Affiliate consents to its use for purposes of administering this Enrollment by Microsoft, its Affiliates, and other parties that help administer this Enrollment. The personal information provided in connection with this Enrollment will be used and protected in accordance with the privacy statement available at https://www.microsoft.com/licensing/servicecenter
.
a. Primary contact. This contact is the primary contact for the Enrollment from within Enrolled Affiliate’s Enterprise. This contact is also an Online Administrator for the Volume Licensing Service Center and may grant online access to others. The primary contact will be the default contact for all purposes unless separate contacts are identified for specific purposes Name of entity (must be legal entity name)* City of Stockton Contact name: First* Larey Middle Last* Smith
Contact email address* [email protected]
Street address* 400 E. Main Street
City* Stockton
State* CA
Postal code* 95202-
(Please provide the zip + 4, e.g. xxxxx-xxxx)
Country* United States
Phone* (209) 937-8145
Tax ID
* indicates required fields

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b. Notices contact and Online Administrator. This contact (1) receives the contractual notices, (2) is the Online Administrator for the Volume Licensing Service Center and may grant online access to others, and (3) is authorized to order Reserved Licenses for eligible Online Servies, including adding or reassigning Licenses and stepping-up prior to a true-up order.

Same as primary contact (default if no information is provided below, even if the box is not checked).

Contact name: First* Middle Last*
Contact email address*
Street address*
City*
State*
Postal code* -
(Please provide the zip + 4, e.g. xxxxx-xxxx)
Country*
Phone*
Language preference. Choose the language for notices. English This contact is a third party (not the Enrolled Affiliate). Warning: This contact receives personally identifiable information of the Customer and its Affiliates. * indicates required fields
c. Online Services Manager. This contact is authorized to manage the Online Services ordered under the Enrollment and (for applicable Online Services) to add or reassign Licenses and step-up prior to a true-up order.

Same as notices contact and Online Administrator (default if no information is provided below, even if box is not checked)
Contact name: First* Middle Last*
Contact email address*
Phone*
This contact is from a third party organization (not the entity). Warning: This contact receives personally identifiable information of the entity. * indicates required fields
d. Reseller information. Reseller contact for this Enrollment is:

Reseller company name* Dell, Inc.

Street address (PO boxes will not be accepted)* One Dell Way City* Round Rock
State* TX
Postal code* 78682
Country* United States
Contact name* Government Contract Admin
Phone* 847-465-3700
Contact email address* [email protected]
* indicates required fields
By signing below, the Reseller identified above confirms that all information provided in this Enrollment is correct.

Signature*
Printed name*
Printed title*
Date*
* indicates required fields

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Changing a Reseller. If Microsoft or the Reseller chooses to discontinue doing business with each other, Enrolled Affiliate must choose a replacement Reseller. If Enrolled Affiliate or the Reseller intends to terminate their relationship, the initiating party must notify Microsoft and the other party using a form provided by Microsoft at least 90 days prior to the date on which the change is to take effect.
e. If Enrolled Affiliate requires a separate contact for any of the following, attach the Supplemental Contact Information form. Otherwise, the notices contact and Online Administrator remains the default.
(i) Additional notices contact
(ii) Software Assurance manager
(iii) Subscriptions manager
(iv) Customer Support Manager (CSM) contact

1. Financing elections.

Is a purchase under this Enrollment being financed through MS Financing? Yes, No.

If a purchase under this Enrollment is financed through MS Financing, and Enrolled Affiliate chooses not to finance any associated taxes, it must pay these taxes directly to Microsoft.

ATTACHMENT B
76 City of Stockton
Legislation Text
File #: 24-0390, Version: 1

APPOINTMENTS TO WATER ADVISORY GROUP

RECOMMENDATION
It is recommended that the City Council adopt a resolution authorizing appointments to the Council Water Committee’s Water Advisory Group (WAG) of Rick Justice for a term commencing immediately and expiring January 31, 2027 and Samantha Johnson for a term commencing immediately and expiring January 31, 2025.

DISCUSSION
Background
At the May 11, 2009 Council Water Committee (CWC) meeting, the Concerned Citizen Coalition of Stockton requested the formation of an advisory group to provide information to the City Council on current and future issues impacting the City’s utilities. The guidelines governing formation and operation of the Water Advisory Group (WAG), including appointments and meeting schedule, were developed at the July 8, 2009 CWC meeting and approved by the City Council (Resolution 09-0279).

The WAG serves as an advisory body to the City Council Water Committee regarding issues impacting the Water, Wastewater, and Stormwater Utilities; and includes review of the Municipal Utilities Department Monthly Operations and Maintenance Report. The WAG is comprised of seven members, with one appointed by each Councilmember and the Mayor. Each member’s term shall coincide with the appointing Councilmember’s term. Appointees shall reside within the service area of any of the three utilities and have no conflict of interest serving as a public appointee. There is no remuneration for service on the WAG.

Present Situation
Councilmember Blower and Vice Mayor Warmsley have reviewed applications and made the following nomination for appointment:

Councilmember Blower, District 3 - Rick Justice
Vice Mayor Warmsley, District 6 - Samantha Johnson

FINANCIAL SUMMARY
Members of the WAG do not receive remuneration. There is no financial impact to the General Fund in making this appointment.

Attachments
City of Stockton Printed on 5/8/2024Page 1 of 2
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77 File #: 24-0390, Version: 1
Attachment A - Redacted Applications
City of Stockton Printed on 5/8/2024Page 2 of 2
powered by Legistar™
78 Submit Date: Mar 08, 2024
Email Address
First Name Middle
Initial
Last Name
Street Address
City State Postal Code
Primary Phone Alternate Phone
Employer Job Title Occupation
Application for appointment and background information for City of Stockton Boards, Commissions, and Committees
Profile
Ethnicity
Gender
What district do you live in? *
District 3
I declare under penalty of disqualification/termination that I have been a resident at the above address for years/months?
13 years and 10 months
The City of Stockton uses email as the preferred method of communication regarding your application. Is this acceptable to you?
Yes No
Employer Address
Rick J Justice
Stockton CA
Rick J Justice
Attachment A
79 Are you currently serving on a City of Stockton Board, Commission, or Committee?
Yes No
Which Boards would you like to apply for?
Water Advisory Group: Submitted
Question applies to multiple boards
NOTE: This Board requires membership with one of the following groups. If none, please remove board from your application. Are you knowledgeable, have experience in, or extensive background in any of the following areas? Select all that apply. *
Active in community activities significant enough to confirm knowledge of issues and individuals within the community
Possess decision-making abilities
Willingness to tolerate/promote change
I have been a resident of Stockton for at least 3 years.

Yes No
Question applies to Water Advisory Group
Do you reside within one of the Stockton Municipal Utilities' three utility service areas?
Yes No
Question applies to Water Advisory Group
If yes, state which one:

District 3, Quail Lakes 4, Lakeview
Interests & Experiences
Rick J Justice
Attachment A
80 Upload a Resume
Please tell us about yourself and why you want to serve.

I have accumulated over two decades of experience in municipal utilities and public works, with a specialization in Environmental Compliance focusing on Pretreatment and Stormwater management. Currently, I work for the City of Los Banos and I am entrusted with overseeing various divisions, including Water Quality Services, Wastewater Treatment Operations, Utilities Maintenance/Collections, and management programs for Stormwater, Industrial Waste Pretreatment, and Fats, Oils, and Grease. Although I am no longer employed by the City of Stockton's Municipal Utilities Department, I remain committed to serving the citizens of Stockton, and this role provides me with an avenue to continue doing so.

Please state the reason you would like to be a member of this board/commission.

I am interested in becoming a member of this board because of my strong commitment to serving the community. With over two decades of experience in municipal utilities and public works, particularly in environmental compliance and water management, I believe I can contribute valuable expertise to the board's initiatives and decisions. Additionally, I have a deep-rooted desire to continue serving the citizens of Stockton, and being a part of this board/commission would allow me to fulfill that commitment effectively.

Have you served on an advisory group before?
Yes No
If yes, please explain.

Yes, I have served in advisory roles before. Specifically, I am a present elected council member of the School Site Council for Don Riggio School and was a member of the CWEA (California Water Environment Association) Job Task Analysis Committee. These experiences have provided me with valuable insight into collaborative decision-making processes and the importance of advisory roles in addressing community needs and regulatory requirements.

How did you hear about the position?
I saw that there were multiple vacancies for this board in the City's website.

City Council Policy 100-2 states that Commissioners are required to attend meetings on a regular basis. If appointed, will you be able to attend meetings regularly and devote the time necessary to fulfill your duties as a member?
Yes No
Do you or immediate family members have any relationship (professional, financial, other) that may present a potential conflict of interest for this advisory group?
Yes No
Background Information
Rick J Justice
Attachment A
81 Based on your best judgment, does this Commission make decisions that may affect any sources of income, interests in real property, or investments of you or your spouse?
Yes No
Voter Registration (Questions appear if required)
Submit Application
Please identify any specialized accommodations needed for equal participation:

N/A
Enter Your Initials:

RJN
Date Signed
03-08-2024
Rick J Justice
Attachment A
82 Submit Date: Apr 05, 2024
Email Address
First Name Middle
Initial
Last Name
Street Address
City State Postal Code
Primary Phone Alternate Phone
Employer Job Title Occupation
Application for appointment and background information for City of Stockton Boards, Commissions, and Committees
Profile
Ethnicity
Gender
What district do you live in? *
District 2
I declare under penalty of disqualification/termination that I have been a resident at the above address for years/months?
Yes
The City of Stockton uses email as the preferred method of communication regarding your application. Is this acceptable to you?
Yes No
Employer Address
Samantha A Johnson
Stockton CA
Samantha A Johnson
Attachment A
83 Are you currently serving on a City of Stockton Board, Commission, or Committee?
Yes No
Which Boards would you like to apply for?
Water Advisory Group: Submitted
Question applies to Cultural Heritage Board
NOTE: To the maximum extent possible, the Board shall have at least one (1) member from each of the following categories: *
None
Question applies to multiple boards
NOTE: This Board requires membership with one of the following groups. If none, please remove board from your application. Are you knowledgeable, have experience in, or extensive background in any of the following areas? Select all that apply. *
Willingness to tolerate/promote change
I have been a resident of Stockton for at least 3 years.

Yes No
Question applies to Water Advisory Group
Do you reside within one of the Stockton Municipal Utilities' three utility service areas?
Yes No
Question applies to Water Advisory Group
If yes, state which one:

District 2
Interests & Experiences
Samantha A Johnson
Attachment A
84 Please tell us about yourself and why you want to serve.

My name is Samantha Johnson, and I am currently pursuing my Master of Public Administration (MPA) degree at USC Sol Price School of Public Policy (Sacramento). Hailing from Stockton, California, my roots run deep in community activism. This passion has been the driving force behind my academic pursuits and my commitment to effecting positive change. My journey in public service began during my undergraduate years at California State University, Stanislaus, where I earned my Bachelor of Arts degree in Sociology.

Throughout my time there, I actively engaged with various community initiatives in San Joaquin and Stanislaus counties, particularly focusing on empowering youth. Whether it was in the classroom or within the foster care system, I dedicated myself to advocating for the needs of underserved children, striving to provide them with the support and resources they deserve. Currently, I have the privilege of serving as the president of the Black Price Society at USC, where I continue to advocate for social justice and equity within our institution and beyond. My goal is not only to uplift the voices of marginalized communities but also to actively work towards dismantling systemic barriers that hinder their progress. Upon completing my MPA degree, my vision is to channel my energy and expertise into the realm of non-profit organizations and in local government. I am deeply committed to collaborating with these organizations to develop and implement programs that equip youth from underserved backgrounds with the necessary life skills to thrive and succeed. I firmly believe that investing in our youth is not just an investment in their future, but in the future of our society as a whole. Ultimately, my desire to serve stems from a profound conviction that every individual deserves access to opportunities and resources that enable them to reach their full potential. By working tirelessly to address systemic injustices and empower those who have been marginalized, I hope to contribute to the creation of a more just and equitable society for all.

Please state the reason you would like to be a member of this board/commission.

I am eager to be a member of the Cultural Heritage Board and Community Development Committee because I believe in the power of preserving and celebrating the diverse cultural heritage within our community. Growing up in Stockton, California, my passion for community activism has instilled in me a deep appreciation for the rich tapestry of cultures that contribute to our collective identity. My academic journey, particularly in Sociology and Public Administration, has further reinforced the importance of fostering inclusivity and understanding among diverse communities. As a member of these boards, I aim to leverage my experience in advocating for underserved populations to ensure that cultural heritage preservation efforts are equitable and inclusive. I am committed to collaborating with stakeholders to develop initiatives that not only celebrate our cultural diversity but also promote economic and social development within our neighborhoods. Furthermore, I believe that community development is intricately linked to cultural preservation. By actively engaging with local organizations and government agencies, I aspire to facilitate initiatives that empower residents to take pride in their heritage while also fostering sustainable growth and opportunity for future generations. In essence, my desire to serve on these boards stems from a belief in the transformative power of cultural heritage preservation and community development. I am dedicated to working collaboratively with fellow members to create an environment where all residents feel valued, represented, and empowered to contribute to the vibrancy of our community.

Have you served on an advisory group before?
Yes No
How did you hear about the position?
Kimberly Warmsley - Vice Mayor & Stockton City Council and the Truman Club of San Joaquin Meeting
Samantha A Johnson
Attachment A
85 Upload a Resume
City Council Policy 100-2 states that Commissioners are required to attend meetings on a regular basis. If appointed, will you be able to attend meetings regularly and devote the time necessary to fulfill your duties as a member?
Yes No
Do you or immediate family members have any relationship (professional, financial, other) that may present a potential conflict of interest for this advisory group?
Yes No
Background Information
Based on your best judgment, does this Commission make decisions that may affect any sources of income, interests in real property, or investments of you or your spouse?
Yes No
Voter Registration (Questions appear if required)
Submit Application
Please identify any specialized accommodations needed for equal participation:

N/A
Enter Your Initials:

SJ
Date Signed
3/18/2024
Samantha A Johnson
Attachment A
86 Resolution No.

STOCKTON CITY COUNCIL

RESOLUTION APPROVING THE APPOINTMENT OF RICK JUSTICE AND SAMANTHA JOHNSON TO THE COUNCIL WATER COMMITTEE ’S WATER

ADVISORY GROUP

The City of Stockton Municipal Utilities Department (MUD) provides potable water; wastewater collection, treatment , and disposal ; and stormwater collection and disposal. In an effort to foster citizen input and transparency in MUD’s operations, the City Council authorized the formation of a Water Advisory Group whose purpose is to provide input and information to the Council Water Committee on issues impacting Water, Wastewater, and Stormwater; and

Positions on the Water Advisory Grou p coincide with the appointing Councilmember’s term; and

Councilmember Blower will appoint Rick Justice to the Water Advisory Group to a term commencing immediately; and

Vice Mayor Warmsley will appoint Samantha Johnson to the Water Advisory Group to a term commencing immediately; and now, therefore,

BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF STOC KTON, AS FOLLOWS:

1. The following applicant found to meet the criteria for appointment and is authorized to serve as a member of the Council Water Committee’s Water Advisory Group for a term to commence on appointment and ending January 31, 2027:

Rick Justice - Appointment by Councilmember Blower, District 3

2. The following applicant found to meet the criteria for appointment and is authorized to serve as a member of the Council Water Committee’s Water Advisory Group for a term to commence on appointment and ending January 31, 2025:

Samantha Johnson - Appointment by Vice Mayor Warmsley, District 6

87 3. The City Manager is authorized to take such other actions as are necessary and appropriate to carry out the purpose and intent of this Resolution.

PASSED, APPROVED and ADOPTED May 14, 2024 .

KEVIN J. LINCOLN II
Mayor of the City of Stockton
ATTEST:

ELIZA R. GARZA, CMC
City Clerk of the City of Stockton
88 City of Stockton
Legislation Text
File #: 24-0426, Version: 1

ADOPT A RESOLUTION APPROVING THE DISPLAY OF THE PRIDE FLAG IN

COMMEMORATION OF PRIDE MONTH

RECOMMENDATION
It is recommended that the City Council adopt a resolution authorizing the City of Stockton to display the Pride Flag from June 25, 2024, to July 1, 2024, in commemoration of Pride Month.

Summary
At the City Council meeting of November 5, 2019, Council Policy 2.07, Flag Display Policy was adopted. The policy aims to protect the City’s ability to regulate what flags are displayed on City flagpoles by treating the display of commemorative flags as government speech and formally declaring that City flagpoles are not intended to serve as a forum for free expression by the public.

DISCUSSION
Background
Traditionally, the City of Stockton has displayed the United States Flag, the California State Flag, and the City of Stockton Flag on the flagpole located at Stockton City Hall. There are both Federal and State regulations which dictate how the United States Flag, and the California Flag must be displayed. With the adoption of Council Policy 2.07, the City created its own policy regarding the display of flags, including the display of the City of Stockton Flag, the flags of other nations or cities, or any commemorative flags. The maximum display of commemorative flags is limited to seven (7) continuous days.

Present Situation
Council Policy 2.07 defines “Commemorative Flags” as follows:
“Commemorative Flag” shall mean any flag which identifies with a specific date, historical event, cause, nation or group of people, whereby the City honors or commemorates the date, event, cause, nation or people by flying the flag.

Flags which honor or commemorate a specific event, cause, or organization, displayed on City property may implicate the First Amendment. Accordingly, to protect the City’s ability to regulate what flags are displayed on City flagpoles, the Flag Display Policy formally declares that City flagpoles are not intended to serve as a forum for free expression by the public. Additionally, the policy specifically provides that commemorative flags may be flown only as authorized by the City Council as an expression of the City’s official sentiments.

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89 File #: 24-0426, Version: 1
In accordance with Council Policy 2.07, Councilmember Wright requested that the City Clerk agendize a request to display the Pride Flag in commemoration of Pride month for consideration by the full Council. Pursuant to Council Policy 2.07, the City Council may, by resolution, direct City staff to display Commemorative Flags as an expression of the City’s official sentiments.

FINANCIAL SUMMARY
There is no financial impact on the City of Stockton related to this agenda item.

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90 Resolution No.

STOCKTON CITY COUNCIL

ADOPT A RESOLUTION APPROVING THE DISPLAY OF THE PRIDE FLAG IN

COMMEMERATION OF PRIDE MONTH
WHEREAS:

City Council Policy 2.07 regulates the display of National, State, and other flags; and

The policy clearly states that the City of Stockton flagpoles located at City -owned buildings and facilities are not intended to serve as a forum for free expression of the public; and

The City Council may, by resolution, direct staff to display commemorative flags as an expression of the City’s official sentiments; and The City Council desires to display ceremonial flags consistent with the City’s ongoing and strategic priorities, and
Pride Month is held each June to commemorate the history of the Stonewall protests and the modern LGBTQ+ civil rights movement; now, therefore,

BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF STOCKTON, AS FOLLOWS:

The City Council authorizes the City to display the Pride Flag in commemoration of Pride Month from June 25, 2024 to July 1 , 2024.

PASSED, APPROVED, and ADOPTED May 14, 2024 .

ATTEST:

KEVIN J. LINCOLN II
Mayor of the City of Stockton

ELIZA R. GARZA, CMC
City Clerk of the City of Stockton
91 City of Stockton
Legislation Text
File #: 24-0434, Version: 1
ADOPT A RESOLUTION DECLARING AND CERTIFYING THE RESULTS OF THE MARCH 5, 2024, CITY OF STOCKTON, PRIMARY MUNICIPAL ELECTION

RECOMMENDATION
It is recommended that the City Council adopt a resolution accepting the results of the March 5, 2024, City of Stockton, Primary Municipal Election as certified by the San Joaquin County Registrar of Voters.

Summary
The March 5, 2024, Primary Municipal Election included four seats on the Stockton City Council for Councilmembers representing Council Districts 2, 4, 6 and the at-large position of the Mayor. The State of California Elections Code requires the elections official to certify the results of the election to the governing body. Having received the canvass of votes from the San Joaquin County Registrar of Voters, the results are being presented to the City Council for acceptance.

DISCUSSION
State of California Election Code Sections 10262 through 10264 require the fact of the election and a statement of the results, which shall include the following, to be entered into the record and adopted by resolution:

1. The total number of votes cast in the city;

2. The names of persons voted for;

3. The measure(s) voted upon;

4. The offices for which each candidate was voted;

5. The number of votes given at each precinct to each person and for and against each measure; and,

6. The number of votes given in the city to each person and for and against each measure.

At the November 8, 2016, election, the City Charter was amended to provide for district-only voting to elect Councilmembers. If a candidate receives the majority of the votes cast by the voters of the district at the primary election, that candidate shall be deemed elected as Councilmember from that district.

Present Situation
The total number of votes cast in the City of Stockton election was 42,580. The results of the March 5, 2024, Primary Municipal Election are shown in the Primary Election Results Certification (Exhibit 1) of the resolution.

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92 File #: 24-0434, Version: 1
The names of the persons voted for, the offices for which they were voted, and the total number of votes given in the City to each person are as set forth in the Certificate of Results prepared by the Registrar, dated April 12, 2024, attached hereto as Exhibit 1, and incorporated herein.

The number of votes given to each person is as set forth in an excerpt from the statement of Votes Cast - District Results Report as prepared by the Registrar, dated April 1, 2024, attached hereto as Exhibit 2, and incorporated herein.

No candidate in the race for Mayor received a majority of the votes cast. As such, Mayoral candidates Tom Patti and Christina Fugazi will advance to the General Municipal Election on the November 5, 2024.

No candidate in the race for District 2 received a majority of the votes cast. As such, District 2 candidates Mariela Ponce and Waqar Rizvi will advance to the General Municipal Election on the November 5, 2024.

No candidate in the race for District 4 received a majority of the votes cast. As such, District 4 candidates Gina Valadez-Bracamonte and Mario Enriquez will advance to the General Municipal Election on the November 5, 2024.

No candidate in the race for District 6 received a majority of the votes cast. As such, District 6 candidates Jason Lee and Kimberly Warmsley will advance to the General Municipal Election on the November 5, 2024.

The Primary Election Results Certification (Exhibit 1) and Statement of Votes Cast - District Results Report (Exhibit 2) for the City of Stockton from the San Joaquin County Primary Municipal Election held on March 5, 2024, were prepared by the San Joaquin County Registrar of Voters, and are attached as exhibits to the resolution presented for adoption. The entire Statement of Votes Cast for San Joaquin County will be on file in the City Clerk’s Office.

FINANCIAL SUMMARY
There is no financial impact to the City with this action.

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93 Resolution No.

STOCKTON CITY COUNCIL
______________________________________________________________________

RESOLUTION DECLARING ELECTION RESULTS OF THE CITY OF STOCKTON PRIMARY MUNICIPAL ELECTION OF MARCH 5, 2024

A Primary Municipal Election was consolidated with the State of California Primary Election held on March 5, 2024, pursuant to Stockton City Charter Article VII; and

The San Joaquin County Registrar of Voters ("Registrar") was authorized to canvass the returns of the election; and

The Registrar has conducted the canvass and stated the results in the "Certification of the Tuesday, March 5, 2024, Presidential Primary Election”; and

California Elections Code sections 10262 , 10263, and 10264 require the adoption of a resolution reciting the fact of the election and a statement of the results; now, therefore,

BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF STOCKTON, AS FOLLOWS:

1. The whole number of votes cast in the City of Sto ckton was 42,580 as confirmed by the Registrar.

2. The names of the persons voted for, the offices for which they were voted, and the total number of votes given in the City to each person are as set forth in the Certificate of Results prepared by the Reg istrar, dated April 12, 2024 , attached hereto as Exhibit 1, and incorporated herein.

3. The number of votes given to each person is as set forth in an excerpt from the Statement of Votes Cast – District Results Report as prepared by the Registrar, dated April 1, 2024, attached hereto as Exhibit 2, and incorporated herein.

4. No candidate in the race for Mayor received a majority of the votes cast.

As such, Mayoral candidates Tom Patti and Christina Fugazi will advance to the General Municipal Election on the November 5, 2024.

5. No candidate in the race for District 2 received a majority of the votes cast.

As such, District 2 candidates Mariela Ponce and Waqar Rizvi will advance to the General Municipal Election on the November 5, 2024.

94 6. No candidate i n the race for District 4 received a majority of the votes cast. As such, District 4 candidates Gina Valadez -Bracamonte and Mario Enriquez will advance to the General Municipal Election on the November 5, 2024.

7. No candidate in the race for District 6 r eceived a majority of the votes cast. As such, District 6 candidates Jason Lee and Kimberly Warmsley will advance to the General Municipal Election on the November 5, 2024.

PASSED, APPROVED, and ADOPTED: May 14, 2024 .

KEVIN J. LINCOLN II
Mayor of the City of Stockton
ATTEST:

ELIZA R. GARZA, CMC
City Clerk of the City of Stockton

95 EXHIBIT 1
96 EXHIBIT 1
97 EXHIBIT 1
98 EXHIBIT 1
99 EXHIBIT 1
100
EXHIBIT 1
101
EXHIBIT 1
102
EXHIBIT 1
103
EXHIBIT 1
104
EXHIBIT 1
105
4/01/2024 3:31 PM Page 197District Results Report - March 05, 2024 Mayor of Stockton - Non-Partisan
Cumulative Totals
Precinct
Registration
Ballots Cast
Turnout (%)

SHAKEEL AHMAD

JESUS ANDRADE

CHRISTINA FUGAZI

JESSICA VELEZ

DAN WRIGHT

TOM PATTI
10145 2,753 1,139 41.4 17 119 307 103 248 288
10146 1,609 319 19.8 10 67 70 42 42 74
10147 2,583 652 25.2 22 77 189 61 113 158
10201 3,233 929 28.7 36 98 214 98 145 287
10202 3,131 1,179 37.7 27 140 247 89 186 431
10203 3,205 1,165 36.3 17 101 228 91 223 416
10204 2,850 1,153 40.5 17 91 210 115 203 464
10205 2,704 922 34.1 22 71 185 57 160 384
10206 2,734 790 28.9 51 82 150 51 160 245
10207 3,595 1,149 32.0 19 127 231 121 237 355
10210 446 156 35.0 4 17 36 18 35 35
10213 3,481 853 24.5 65 83 157 70 128 301
10214 2,974 1,050 35.3 23 92 214 100 157 405
10215 2,945 1,041 35.3 39 99 226 68 162 405
10243 2,978 898 30.2 20 105 192 117 158 256
10244 2,069 431 20.8 9 89 97 35 65 118
10250 2,308 1,049 45.5 13 82 235 51 267 360
11101 2,388 538 22.5 14 135 153 37 70 92
11102 2,761 697 25.2 21 215 188 50 61 123
11105 2,506 577 23.0 18 121 111 37 104 154
11107 2,310 546 23.6 11 149 90 35 104 129
11108 1,801 371 20.6 5 77 108 21 52 86
11109 2,687 555 20.7 13 153 150 52 50 118
11111 3,347 998 29.8 28 226 259 65 120 243
11115 2,255 549 24.3 8 106 140 22 67 174
11118 3,274 871 26.6 45 185 205 55 103 230
11120 2,138 529 24.7 26 114 118 27 73 152
11127 2,474 604 24.4 12 160 133 36 68 172
11130 2,492 683 27.4 10 95 131 47 122 240
11137 3,004 917 30.5 34 170 191 50 129 264
11149 1,281 495 38.6 8 58 118 35 68 175
11209 3,579 1,426 39.8 46 101 329 75 286 497
11211 2,548 805 31.6 28 95 191 59 119 254
11214 2,097 499 23.8 31 67 97 44 96 144
11216 3,582 925 25.8 76 121 182 81 142 270
11217 3,207 1,633 50.9 10 202 315 98 501 439
11225 4,137 1,499 36.2 39 205 324 119 312 424
11235 2,705 723 26.7 12 89 144 70 137 226
11265 1,318 418 31.7 7 41 90 48 56 149
11274 3,583 1,059 29.6 51 123 198 89 149 404
11304 3,388 1,770 52.2 43 105 285 83 317 858
11308 2,884 1,145 39.7 10 102 254 70 258 385
11309 4,276 1,377 32.2 40 159 281 95 210 530
11333 697 278 39.9 4 16 80 24 42 102
11342 1,269 338 26.6 8 20 74 30 61 122
11360 2,350 975 41.5 6 81 222 53 232 338
11362 1,934 1,033 53.4 11 86 224 53 218 400
11403 2,355 585 24.8 44 69 108 39 73 218
11404 469 150 32.0 13 15 29 13 26 45
11405 3,883 949 24.4 85 97 174 69 171 303
11407 869 191 22.0 10 21 32 10 22 90
11408 3,363 817 24.3 64 94 169 42 159 247
M101590 206 39 18.9 1 2 12 4 7 10
M102490 128 48 37.5 1 5 10 9 6 16
M102550 145 64 44.1 1 8 7 4 9 27
M111310 131 26 19.8 0 13 9 1 1 1
M111750 19 1 5.3 0 0 0 0 0 1
District Results
Exhibit 2
106
4/01/2024 3:31 PM Page 198District Results Report - March 05, 2024 Mayor of Stockton - Non-Partisan
Cumulative Totals
Precinct
Registration
Ballots Cast
Turnout (%)

SHAKEEL AHMAD

JESUS ANDRADE

CHRISTINA FUGAZI

JESSICA VELEZ

DAN WRIGHT

TOM PATTI
M111800 3 2 66.7 0 0 0 1 0 0
M111840 1 0 0.0 0 0 0 0 0 0
M112180 0 0 0.0 0 0 0 0 0 0
M113670 0 0 0.0 0 0 0 0 0 0
M114010 0 0 0.0 0 0 0 0 0 0
M114170 0 0 0.0 0 0 0 0 0 0
EARLY VOTING Totals 135,442 46 0.0 0 7 16 5 5 12
VOTE BY MAIL Totals 135,442 37,799 27.9 1,133 4,767 8,153 2,762 6,867 12,191 ELECTION DAY Totals 135,442 4,735 3.5 172 667 954 372 618 1,631 Grand Totals 135,442 42,580 31.4 1,305 5,441 9,123 3,139 7,490 13,834 District Results
Exhibit 2
107
4/01/2024 3:31 PM Page 199District Results Report - March 05, 2024 Mayor of Stockton - Non-Partisan

EARLY VOTING
Totals
District
Registration
Ballots Cast
Turnout (%)

SHAKEEL AHMAD

JESUS ANDRADE

CHRISTINA FUGAZI

JESSICA VELEZ

DAN WRIGHT

TOM PATTI
SAN JOAQUIN COUNTY 135,442 46 0.0 0 7 16 5 5 12
County Of San Joaquin 135,442 46 0.0 0 7 16 5 5 12
9th Congressional District 135,442 46 0.0 0 7 16 5 5 12 5th Senatorial District 135,442 46 0.0 0 7 16 5 5 12
9th Assembly District 1 0 0.0 0 0 0 0 0 0
13th Assembly District 135,441 46 0.0 0 7 16 5 5 12
1st Supervisorial Dist 42,023 23 0.1 0 5 8 4 1 4
2nd Supervisorial Dist 65,682 20 0.0 0 2 7 0 3 8
3rd Supervisorial Dist 16,798 2 0.0 0 0 0 1 1 0
4th Supervisorial Dist 10,939 1 0.0 0 0 1 0 0 0
City Of Stockton 135,442 46 0.0 0 7 16 5 5 12
City Of Stockton-1st Council
District
29,339 4 0.0 0 1 2 0 0 1
City Of Stockton-2nd Council
District
20,253 2 0.0 0 0 0 0 1 1
City Of Stockton-3rd Council
District
25,437 9 0.0 0 1 3 1 0 4
City Of Stockton-4th Council
District
24,919 10 0.0 0 1 3 0 3 2
City Of Stockton-5th Council
District
15,598 7 0.0 0 0 3 1 1 2
City Of Stockton-6th Council
District
19,896 14 0.1 0 4 5 3 0 2
State Board Of Equalization #1 135,442 46 0.0 0 7 16 5 5 12 Board Of Education Tr-Area 5-
2011
30,504 5 0.0 0 1 3 0 0 1
EARLY VOTING Totals 135,442 46 0.0 0 7 16 5 5 12
District Results
Exhibit 2
108
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VOTE BY MAIL
Totals
District
Registration
Ballots Cast
Turnout (%)

SHAKEEL AHMAD

JESUS ANDRADE

CHRISTINA FUGAZI

JESSICA VELEZ

DAN WRIGHT

TOM PATTI
SAN JOAQUIN COUNTY 135,442 37,799 27.9 1133 4767 8153 2762 6867 12191 County Of San Joaquin 135,442 37,799 27.9 1133 4767 8153 2762 6867 12191 9th Congressional District 135,442 37,799 27.9 1133 4767 8153 2762 6867 12191 5th Senatorial District 135,442 37,799 27.9 1133 4767 8153 2762 6867 12191 9th Assembly District 1 0 0.0 0 0 0 0 0 0
13th Assembly District 135,441 37,799 27.9 1133 4767 8153 2762 6867 12191 1st Supervisorial Dist 42,023 9,727 23.1 264 1975 2342 679 1451 2522 2nd Supervisorial Dist 65,682 19,362 29.5 575 2011 4040 1558 3726 6427 3rd Supervisorial Dist 16,798 6,300 37.5 100 524 1314 370 1259 2442 4th Supervisorial Dist 10,939 2,410 22.0 194 257 457 155 431 800 City Of Stockton 135,442 37,799 27.9 1133 4767 8153 2762 6867 12191 City Of Stockton-1st Council
District
29,339 8,662 29.5 288 857 1737 681 1427 3249
City Of Stockton-2nd Council
District
20,253 4,434 21.9 313 496 895 358 788 1362
City Of Stockton-3rd Council
District
25,437 8,476 33.3 158 731 1879 616 1737 2890
City Of Stockton-4th Council
District
24,919 8,490 34.1 139 948 1781 589 1854 2752
City Of Stockton-5th Council
District
15,598 3,105 19.9 88 632 768 232 457 793
City Of Stockton-6th Council
District
19,896 4,632 23.3 147 1103 1093 286 604 1145
State Board Of Equalization #1 135,442 37,799 27.9 1133 4767 8153 2762 6867 12191 Board Of Education Tr-Area 5-
2011
30,504 9,198 30.2 260 870 1868 723 1559 3438
VOTE BY MAIL Totals 135,442 37,799 27.9 1,133 4,767 8,153 2,762 6,867 12,191 District Results
Exhibit 2
109
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ELECTION DAY
Totals
District
Registration
Ballots Cast
Turnout (%)

SHAKEEL AHMAD

JESUS ANDRADE

CHRISTINA FUGAZI

JESSICA VELEZ

DAN WRIGHT

TOM PATTI
SAN JOAQUIN COUNTY 135,442 4,735 3.5 172 667 954 372 618 1631 County Of San Joaquin 135,442 4,735 3.5 172 667 954 372 618 1631 9th Congressional District 135,442 4,735 3.5 172 667 954 372 618 1631 5th Senatorial District 135,442 4,735 3.5 172 667 954 372 618 1631 9th Assembly District 1 0 0.0 0 0 0 0 0 0
13th Assembly District 135,441 4,735 3.5 172 667 954 372 618 1631 1st Supervisorial Dist 42,023 1,358 3.2 39 262 332 98 150 358 2nd Supervisorial Dist 65,682 2,482 3.8 89 321 462 219 370 877 3rd Supervisorial Dist 16,798 614 3.7 22 45 106 37 78 293 4th Supervisorial Dist 10,939 281 2.6 22 39 54 18 20 103 City Of Stockton 135,442 4,735 3.5 172 667 954 372 618 1631 City Of Stockton-1st Council
District
29,339 1,058 3.6 46 124 199 83 115 430
City Of Stockton-2nd Council
District
20,253 696 3.4 38 92 108 75 87 248
City Of Stockton-3rd Council
District
25,437 930 3.7 36 105 199 69 143 315
City Of Stockton-4th Council
District
24,919 1,020 4.1 19 115 191 72 171 399
City Of Stockton-5th Council
District
15,598 441 2.8 14 83 115 29 43 122
City Of Stockton-6th Council
District
19,896 590 3.0 19 148 142 44 59 117
State Board Of Equalization #1 135,442 4,735 3.5 172 667 954 372 618 1631 Board Of Education Tr-Area 5-
2011
30,504 1,102 3.6 45 128 216 82 130 435
ELECTION DAY Totals 135,442 4,735 3.5 172 667 954 372 618 1,631 District Results
Exhibit 2
110
4/01/2024 3:31 PM Page 202District Results Report - March 05, 2024 Mayor of Stockton - Non-Partisan
Grand Totals
District
Registration
Ballots Cast
Turnout (%)

SHAKEEL AHMAD

JESUS ANDRADE

CHRISTINA FUGAZI

JESSICA VELEZ

DAN WRIGHT

TOM PATTI
SAN JOAQUIN COUNTY 135,442 42,580 31.4 1305 5441 9123 3139 7490 13834 County Of San Joaquin 135,442 42,580 31.4 1305 5441 9123 3139 7490 13834 9th Congressional District 135,442 42,580 31.4 1305 5441 9123 3139 7490 13834 5th Senatorial District 135,442 42,580 31.4 1305 5441 9123 3139 7490 13834 9th Assembly District 1 0 0.0 0 0 0 0 0 0
13th Assembly District 135,441 42,580 31.4 1305 5441 9123 3139 7490 13834 1st Supervisorial Dist 42,023 11,108 26.4 303 2242 2682 781 1602 2884 2nd Supervisorial Dist 65,682 21,864 33.3 664 2334 4509 1777 4099 7312 3rd Supervisorial Dist 16,798 6,916 41.2 122 569 1420 408 1338 2735 4th Supervisorial Dist 10,939 2,692 24.6 216 296 512 173 451 903 City Of Stockton 135,442 42,580 31.4 1305 5441 9123 3139 7490 13834 City Of Stockton-1st Council
District
29,339 9,724 33.1 334 982 1938 764 1542 3680
City Of Stockton-2nd Council
District
20,253 5,132 25.3 351 588 1003 433 876 1611
City Of Stockton-3rd Council
District
25,437 9,415 37.0 194 837 2081 686 1880 3209
City Of Stockton-4th Council
District
24,919 9,520 38.2 158 1064 1975 661 2028 3153
City Of Stockton-5th Council
District
15,598 3,553 22.8 102 715 886 262 501 917
City Of Stockton-6th Council
District
19,896 5,236 26.3 166 1255 1240 333 663 1264
State Board Of Equalization #1 135,442 42,580 31.4 1305 5441 9123 3139 7490 13834 Board Of Education Tr-Area 5-
2011
30,504 10,305 33.8 305 999 2087 805 1689 3874
EARLY VOTING Totals 135,442 46 0.0 0 7 16 5 5 12
VOTE BY MAIL Totals 135,442 37,799 27.9 1,133 4,767 8,153 2,762 6,867 12,191 ELECTION DAY Totals 135,442 4,735 3.5 172 667 954 372 618 1,631 Grand Totals 135,442 42,580 31.4 1,305 5,441 9,123 3,139 7,490 13,834 District Results
Exhibit 2
111
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Cumulative Totals
Precinct
Registration
Ballots Cast
Turnout (%)

ANTHONY SILVA

PAMELA PETTIS-HOUSTON

MARIELA PONCE

WAQAR RIZVI
10213 3,481 853 24.5 224 110 286 153
10243 2,978 898 30.2 177 140 312 172
11214 2,097 499 23.8 90 82 177 102
11216 3,582 925 25.8 173 115 320 221
11405 3,883 949 24.4 192 127 294 246
11407 869 191 22.0 35 21 70 51
11408 3,363 817 24.3 146 99 308 201
EARLY VOTING Totals 20,253 2 0.0 0 0 0 2
VOTE BY MAIL Totals 20,253 4,434 21.9 891 591 1,552 1,012 ELECTION DAY Totals 20,253 696 3.4 146 103 215 132
Grand Totals 20,253 5,132 25.3 1,037 694 1,767 1,146
District Results
Exhibit 2
112
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EARLY VOTING
Totals
District
Registration
Ballots Cast
Turnout (%)

ANTHONY SILVA

PAMELA PETTIS-HOUSTON

MARIELA PONCE

WAQAR RIZVI
SAN JOAQUIN COUNTY 20,253 2 0.0 0 0 0 2
County Of San Joaquin 20,253 2 0.0 0 0 0 2
9th Congressional District 20,253 2 0.0 0 0 0 2
5th Senatorial District 20,253 2 0.0 0 0 0 2
13th Assembly District 20,253 2 0.0 0 0 0 2
2nd Supervisorial Dist 12,138 2 0.0 0 0 0 2
4th Supervisorial Dist 8,115 0 0.0 0 0 0 0
City Of Stockton 20,253 2 0.0 0 0 0 2
City Of Stockton-2nd Council
District
20,253 2 0.0 0 0 0 2
State Board Of Equalization #1 20,253 2 0.0 0 0 0 2
Board Of Education Tr-Area 5-
2011
869 0 0.0 0 0 0 0
EARLY VOTING Totals 20,253 2 0.0 0 0 0 2
District Results
Exhibit 2
113
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VOTE BY MAIL
Totals
District
Registration
Ballots Cast
Turnout (%)

ANTHONY SILVA

PAMELA PETTIS-HOUSTON

MARIELA PONCE

WAQAR RIZVI
SAN JOAQUIN COUNTY 20,253 4,434 21.9 891 591 1552 1012
County Of San Joaquin 20,253 4,434 21.9 891 591 1552 1012 9th Congressional District 20,253 4,434 21.9 891 591 1552 1012 5th Senatorial District 20,253 4,434 21.9 891 591 1552 1012 13th Assembly District 20,253 4,434 21.9 891 591 1552 1012 2nd Supervisorial Dist 12,138 2,655 21.9 557 367 931 546 4th Supervisorial Dist 8,115 1,779 21.9 334 224 621 466 City Of Stockton 20,253 4,434 21.9 891 591 1552 1012
City Of Stockton-2nd Council
District
20,253 4,434 21.9 891 591 1552 1012
State Board Of Equalization #1 20,253 4,434 21.9 891 591 1552 1012 Board Of Education Tr-Area 5-
2011
869 167 19.2 34 16 62 44
VOTE BY MAIL Totals 20,253 4,434 21.9 891 591 1,552 1,012 District Results
Exhibit 2
114
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ELECTION DAY
Totals
District
Registration
Ballots Cast
Turnout (%)

ANTHONY SILVA

PAMELA PETTIS-HOUSTON

MARIELA PONCE

WAQAR RIZVI
SAN JOAQUIN COUNTY 20,253 696 3.4 146 103 215 132
County Of San Joaquin 20,253 696 3.4 146 103 215 132
9th Congressional District 20,253 696 3.4 146 103 215 132 5th Senatorial District 20,253 696 3.4 146 103 215 132
13th Assembly District 20,253 696 3.4 146 103 215 132
2nd Supervisorial Dist 12,138 518 4.3 107 80 164 100
4th Supervisorial Dist 8,115 178 2.2 39 23 51 32
City Of Stockton 20,253 696 3.4 146 103 215 132
City Of Stockton-2nd Council
District
20,253 696 3.4 146 103 215 132
State Board Of Equalization #1 20,253 696 3.4 146 103 215 132 Board Of Education Tr-Area 5-
2011
869 24 2.8 1 5 8 7
ELECTION DAY Totals 20,253 696 3.4 146 103 215 132
District Results
Exhibit 2
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4/01/2024 3:31 PM Page 207District Results Report - March 05, 2024 Stockton Councilmember District 2 - Non-Partisan
Grand Totals
District
Registration
Ballots Cast
Turnout (%)

ANTHONY SILVA

PAMELA PETTIS-HOUSTON

MARIELA PONCE

WAQAR RIZVI
SAN JOAQUIN COUNTY 20,253 5,132 25.3 1037 694 1767 1146 County Of San Joaquin 20,253 5,132 25.3 1037 694 1767 1146 9th Congressional District 20,253 5,132 25.3 1037 694 1767 1146 5th Senatorial District 20,253 5,132 25.3 1037 694 1767 1146 13th Assembly District 20,253 5,132 25.3 1037 694 1767 1146 2nd Supervisorial Dist 12,138 3,175 26.2 664 447 1095 648 4th Supervisorial Dist 8,115 1,957 24.1 373 247 672 498 City Of Stockton 20,253 5,132 25.3 1037 694 1767 1146
City Of Stockton-2nd Council
District
20,253 5,132 25.3 1037 694 1767 1146
State Board Of Equalization #1 20,253 5,132 25.3 1037 694 1767 1146 Board Of Education Tr-Area 5-
2011
869 191 22.0 35 21 70 51
EARLY VOTING Totals 20,253 2 0.0 0 0 0 2
VOTE BY MAIL Totals 20,253 4,434 21.9 891 591 1,552 1,012 ELECTION DAY Totals 20,253 696 3.4 146 103 215 132
Grand Totals 20,253 5,132 25.3 1,037 694 1,767 1,146
District Results
Exhibit 2
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4/01/2024 3:31 PM Page 208District Results Report - March 05, 2024 Stockton Councilmember District 4 - Non-Partisan
Cumulative Totals
Precinct
Registration
Ballots Cast
Turnout (%)

JEROME CLAY

GINA VALADEZ-BRACAMONTE

MARIO ENRIQUEZ
RAY C. ZULUETA JR

HENRY RODRIGUEZ
10145 2,753 1,139 41.4 170 351 376 43 91
10244 2,069 431 20.8 106 93 122 38 36
11130 2,492 683 27.4 135 204 148 42 57
11149 1,281 495 38.6 88 154 121 41 33
11217 3,207 1,633 50.9 256 483 600 53 79
11225 4,137 1,499 36.2 304 456 392 74 119
11235 2,705 723 26.7 166 166 221 26 64
11304 3,388 1,770 52.2 499 542 331 50 71
11308 2,884 1,145 39.7 280 335 262 51 53
M111800 3 2 66.7 0 0 0 1 0
EARLY VOTING Totals 24,919 10 0.0 2 1 3 1 2
VOTE BY MAIL Totals 24,919 8,490 34.1 1,801 2,416 2,369 376 534 ELECTION DAY Totals 24,919 1,020 4.1 201 367 201 42 67
Grand Totals 24,919 9,520 38.2 2,004 2,784 2,573 419 603 District Results
Exhibit 2
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4/01/2024 3:31 PM Page 209District Results Report - March 05, 2024 Stockton Councilmember District 4 - Non-Partisan

EARLY VOTING
Totals
District
Registration
Ballots Cast
Turnout (%)

JEROME CLAY

GINA VALADEZ-BRACAMONTE

MARIO ENRIQUEZ
RAY C. ZULUETA JR

HENRY RODRIGUEZ
SAN JOAQUIN COUNTY 24,919 10 0.0 2 1 3 1 2
County Of San Joaquin 24,919 10 0.0 2 1 3 1 2
9th Congressional District 24,919 10 0.0 2 1 3 1 2
5th Senatorial District 24,919 10 0.0 2 1 3 1 2
13th Assembly District 24,919 10 0.0 2 1 3 1 2
1st Supervisorial Dist 6,529 2 0.0 0 0 1 0 0
2nd Supervisorial Dist 12,118 7 0.1 2 1 1 1 2
3rd Supervisorial Dist 6,272 1 0.0 0 0 1 0 0
City Of Stockton 24,919 10 0.0 2 1 3 1 2
City Of Stockton-4th Council
District
24,919 10 0.0 2 1 3 1 2
State Board Of Equalization #1 24,919 10 0.0 2 1 3 1 2
EARLY VOTING Totals 24,919 10 0.0 2 1 3 1 2
District Results
Exhibit 2
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4/01/2024 3:31 PM Page 210District Results Report - March 05, 2024 Stockton Councilmember District 4 - Non-Partisan

VOTE BY MAIL
Totals
District
Registration
Ballots Cast
Turnout (%)

JEROME CLAY

GINA VALADEZ-BRACAMONTE

MARIO ENRIQUEZ
RAY C. ZULUETA JR

HENRY RODRIGUEZ
SAN JOAQUIN COUNTY 24,919 8,490 34.1 1801 2416 2369 376 534 County Of San Joaquin 24,919 8,490 34.1 1801 2416 2369 376 534 9th Congressional District 24,919 8,490 34.1 1801 2416 2369 376 534 5th Senatorial District 24,919 8,490 34.1 1801 2416 2369 376 534 13th Assembly District 24,919 8,490 34.1 1801 2416 2369 376 534 1st Supervisorial Dist 6,529 1,990 30.5 345 587 582 109 160 2nd Supervisorial Dist 12,118 3,866 31.9 752 1057 1234 178 262 3rd Supervisorial Dist 6,272 2,634 42.0 704 772 553 89 112 City Of Stockton 24,919 8,490 34.1 1801 2416 2369 376 534 City Of Stockton-4th Council
District
24,919 8,490 34.1 1801 2416 2369 376 534
State Board Of Equalization #1 24,919 8,490 34.1 1801 2416 2369 376 534 VOTE BY MAIL Totals 24,919 8,490 34.1 1,801 2,416 2,369 376 534 District Results
Exhibit 2
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4/01/2024 3:31 PM Page 211District Results Report - March 05, 2024 Stockton Councilmember District 4 - Non-Partisan

ELECTION DAY
Totals
District
Registration
Ballots Cast
Turnout (%)

JEROME CLAY

GINA VALADEZ-BRACAMONTE

MARIO ENRIQUEZ
RAY C. ZULUETA JR

HENRY RODRIGUEZ
SAN JOAQUIN COUNTY 24,919 1,020 4.1 201 367 201 42 67
County Of San Joaquin 24,919 1,020 4.1 201 367 201 42 67 9th Congressional District 24,919 1,020 4.1 201 367 201 42 67 5th Senatorial District 24,919 1,020 4.1 201 367 201 42 67 13th Assembly District 24,919 1,020 4.1 201 367 201 42 67 1st Supervisorial Dist 6,529 327 5.0 48 122 62 18 21
2nd Supervisorial Dist 12,118 413 3.4 78 140 100 12 34
3rd Supervisorial Dist 6,272 280 4.5 75 105 39 12 12
City Of Stockton 24,919 1,020 4.1 201 367 201 42 67
City Of Stockton-4th Council
District
24,919 1,020 4.1 201 367 201 42 67
State Board Of Equalization #1 24,919 1,020 4.1 201 367 201 42 67 ELECTION DAY Totals 24,919 1,020 4.1 201 367 201 42 67
District Results
Exhibit 2
120
4/01/2024 3:31 PM Page 212District Results Report - March 05, 2024 Stockton Councilmember District 4 - Non-Partisan
Grand Totals
District
Registration
Ballots Cast
Turnout (%)

JEROME CLAY

GINA VALADEZ-BRACAMONTE

MARIO ENRIQUEZ
RAY C. ZULUETA JR

HENRY RODRIGUEZ
SAN JOAQUIN COUNTY 24,919 9,520 38.2 2004 2784 2573 419 603 County Of San Joaquin 24,919 9,520 38.2 2004 2784 2573 419 603 9th Congressional District 24,919 9,520 38.2 2004 2784 2573 419 603 5th Senatorial District 24,919 9,520 38.2 2004 2784 2573 419 603 13th Assembly District 24,919 9,520 38.2 2004 2784 2573 419 603 1st Supervisorial Dist 6,529 2,319 35.5 393 709 645 127 181 2nd Supervisorial Dist 12,118 4,286 35.4 832 1198 1335 191 298 3rd Supervisorial Dist 6,272 2,915 46.5 779 877 593 101 124 City Of Stockton 24,919 9,520 38.2 2004 2784 2573 419 603 City Of Stockton-4th Council
District
24,919 9,520 38.2 2004 2784 2573 419 603
State Board Of Equalization #1 24,919 9,520 38.2 2004 2784 2573 419 603 EARLY VOTING Totals 24,919 10 0.0 2 1 3 1 2
VOTE BY MAIL Totals 24,919 8,490 34.1 1,801 2,416 2,369 376 534 ELECTION DAY Totals 24,919 1,020 4.1 201 367 201 42 67
Grand Totals 24,919 9,520 38.2 2,004 2,784 2,573 419 603 District Results
Exhibit 2
121
4/01/2024 3:31 PM Page 213District Results Report - March 05, 2024 Stockton Councilmember District 6 - Non-Partisan
Cumulative Totals
Precinct
Registration
Ballots Cast
Turnout (%)

JASON LEE
RALPH L. WHITE

KIMBERLY WARMSLEY

SATNAM SINGH
RONNIE C. MURRAY SR.

ZOBEYDA "ZOYLA" MORENO
11101 2,388 538 22.5 227 37 162 26 23 40
11102 2,761 697 25.2 292 77 163 20 49 67
11107 2,310 546 23.6 179 61 185 16 22 56
11111 3,347 998 29.8 419 42 283 107 46 62
11118 3,274 871 26.6 353 34 236 127 44 43
11127 2,474 604 24.4 237 52 188 22 49 42
11137 3,004 917 30.5 358 50 294 70 44 55
M101590 206 39 18.9 18 0 11 4 3 0
M111310 131 26 19.8 10 0 8 0 3 4
M111840 1 0 0.0 0 0 0 0 0 0
M113670 0 0 0.0 0 0 0 0 0 0
M114010 0 0 0.0 0 0 0 0 0 0
M114170 0 0 0.0 0 0 0 0 0 0
EARLY VOTING Totals 19,896 14 0.1 7 1 4 1 0 0
VOTE BY MAIL Totals 19,896 4,632 23.3 1,855 302 1,405 351 238 321 ELECTION DAY Totals 19,896 590 3.0 231 50 121 40 45 48
Grand Totals 19,896 5,236 26.3 2,093 353 1,530 392 283 369 District Results
Exhibit 2
122
City of Stockton
Legislation Text
File #: 24-0466, Version: 1

ACCEPT COMMITTEE MINUTES FOR FILING

RECOMMENDATION
Accept for filing minutes from the Salary Setting Commission meeting February 29, 2024 Attachment A - 2024-02-29
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City of Stockton
Legislation Text
File #: 24-0476, Version: 1

APPROVAL OF CITY COUNCIL MINUTES

RECOMMENDATION
Approve the minutes from the City Council meetings of February 28, 2024, April 2, 2024, April 16, 2024, and May 2, 2024
Attachment A - 2024-02-28 Minutes
Attachment B - 2024-04-02 Minutes
Attachment C - 2024-04-16 Minutes
Attachment D - 2024-05-02 Minutes
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City of Stockton
Legislation Text
File #: 24-0400, Version: 1

APPROVE A MOTION TO ENTER INTO AN AGREEMENT WITH TECH LOGIC CORPORATION

TO PURCHASE SELF-CHECKOUT MACHINES AND SOFTWARE LICENSING FOR STOCKTON-

SAN JOAQUIN PUBLIC LIBRARIES

RECOMMENDATION
It is recommended that the City Council approve a motion to:

1. Authorize the City Manager, or designee, to execute an Agreement with Tech Logic Corporation in an amount not to exceed $181,974.60 for the first year of the Agreement. (Attachment A), and with renewals as specified in the Agreement.

2. Approve findings that support and justify an exception to the competitive bidding process.

3. Authorize the City Manager, or designee, to take necessary and appropriate actions to carry out the purpose and intent of this motion.

Summary
The Community Services Department staff recommend entering into a new contract with Tech Logic Corporation to purchase self-checkout machines, self-checkout software licensing, and continued support for 13 branch libraries. The proposed purchase will be to replace previously purchased equipment that is no longer supported. The estimated amount in year one is not to exceed $181,974.60. Beginning in year two, annual costs of Licensing and Extended Hardware Warranties are estimated at $21,287.47.

DISCUSSION
Background
The City issued a Request for Proposals (RFP) for library self-checkout systems (PUR 23-006) in November 2022. The RFP review committee, consisting of representatives from Community Services and Information Technology selected Tech Logic Corporation to provide self-checkout machines, self- checkout software licensing, and continued support for 13 branch libraries.

Present Situation
The Stockton-San Joaquin County Public Library System (SSJCPL) provides services at 13 branches, 3 micro libraries, and one bookmobile.

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SSCPL procured a new self-checkout system in 2010. The machines that were purchased are no longer supported as they run on Windows XP and the programming is no longer updated and maintained by the original vendor.

It is advantageous for the Stockton-San Joaquin County Public Library system to implement new self- checkout machines and software to replace outdated and unsupported products.

Findings
Pursuant to the Stockton Municipal Code (SMC) section 3.68.070, City Council may approve findings that support an exception to the competitive bidding process. These findings include:

1. The scope of work requires a company experienced in library self-checkout installation and configuration.

2. Use of the RFP process is appropriate for this contract because the project requires specialty work. Since specialty work is required to be performed in strict compliance with City standards, vendor procurement relies on criteria for the evaluation of professional qualifications and performance as the basis for selection. Use of the criteria helps ensure selection of a vendor that will provide the highest quality professional service, which is in the public interest.

3. The City negotiated a contract following the solicitation of competitive proposals in accordance with SMC section 3.68.070.A.3.

FINANCIAL SUMMARY
The County Libraries are funded by San Joaquin County, City Libraries are funded by the City of Stockton. First year licensing and material purchase costs, estimated at $181,974.60, are included in both FY 2023-24 adopted budgets. Beginning in year two of the agreement, licensing and warranty costs, estimated at $21,287.47, will accrue annually and increase 2% each year. Funds will be available in the following accounts:
5011-816-650008-210-000-40-50-000-000
5011-816-650002-210-000-40-50-000-000
5012-807-650008-100-120-40-50-000-000
5012-807-650002-100-120-40-50-000-000
Attachment A - Tech Logic Agreement
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Tech Logic Corporation | Contract 17253

ATTACHMENT A
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Contract# 17253 for Tech Logic System
THIS CONTRACT FOR TECH LOGIC SYSTEM (hereinafter referred to as the “Agreement”), is made and entered into on the date of execution, by and between City of Stockton (hereinafter referred to as the “City”), and Tech Logic Corporation, a corporation duly organized and existing under the laws of the State of Wisconsin (hereinafter referred to as “Tech Logic”).

THE PARTIES RECITE AND DECLARE THE FOLLOWING:

A. The City desires and hereby requests Tech Logic to design, develop, implement, install, Tech Logic Systems in the City, as set forth in the attached Exhibit C.

B. Tech Logic represents that it possesses the skill, experience, knowledge and qualifications to design, develop, implement and install a Tech Logic System as required by this Agreement.

NOW, THEREFORE, in consideration of the hereinabove recitals, and the amounts to be paid, and of the mutual promises, representations, warranties, covenants and agreements hereinafter stated, and upon the terms and subject to the conditions hereinafter set forth, THE PARTIES AGREE AS FOLLOWS:

Article 1: Definitions
The following terms and phrases shall have, for the purposes of this Agreement, the meanings set forth below, unless a different meaning is clearly required by the context. 1 .01 “ILS” means the City’s current Integrated City System for tracking, recording and accounting for the location, lending and return of City materials, as the system is existing on the date of execution of this Agreement, and as the same may, from time to time, be modified or enhanced.
1 .02 “Agreement” means this Contract for the Tech Logic System and all attachments, Exhibits and Addendums incorporated herein, including all modifications, amendments and Change Orders executed in accordance with the requirements set forth herein. 1 .03 “Change Order” means a written order for any change in the goods or services to be provided under this Agreement which increases or decreases the total Contract Price to be paid by City hereunder, which Change Order shall be in the form of the Change Order attached hereto as Exhibit E.
1 .04 “Effective Date” means the date on which this Agreement is executed by all required signatories. 1 .05 “City Automation Vendor” or “LAV” means a supplier of computer software capable of processing and recording the City’s materials lending activities, including book check-out and check-in.

ATTACHMENT A
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Tech Logic Corporation | Contract 17253 Page 3

1 .06 “Project Manager” means the individual designated as such by Tech Logic, having substantial knowledge and experience with respect to all aspects of the Tech Logic System development, manufacture, installation and testing, including but not limited to the machinery, software, engineering, hardware and related theories utilized in the design, development, installation, testing and operation of the System. 1 .07 “RFID” means Radio Frequency Identification, which is a method of identifying or detecting data stored on a microchip with an antenna.
1 .08 “Tech Logic System” or “TLS” the entire system of products purchased by the City under this contract. means the hardware, software, and material components purchased by the City under this Agreement as set forth in Exhibit C, which may be amended from time to time pursuant to a Change Order.

Article 2: Statement of Work
2 .01 The TLS .

A. The TLS shall be designed by Tech Logic, after consultation and agreement with the City, and shall be manufactured and installed in accordance with the delivery schedule as set forth in Exhibit H, and specifications contained in Exhibit C, “Description of TLS and Pricing.”
2 .02 Shipment .

A. Shipment. Shipment of the TLS and all of the components shall be FOB destination. It is understood by the parties that all shipping charges shall be paid for by the City B. Delivery. Delivery of all components of the TLS shall be made to a location mutually agreed to by the parties in advance. ,Tech Logic shall coordinate delivery of all components with the City. The City shall provide safe enclosed storage of all components of the TLS.
2 .03 Installation .

A. If the TLS necessitates onsite installation (or the City elects onsite installation) by Tech Logic, all hardware and software installation, testing, and training shall be completed at the City by Tech Logic. If the TLS does not necessitate onsite installation, and the City elects remote installation, the TLS hardware shall be installed by the City and software installation, testing, and training shall be completed remotely by Tech Logic. Installation of all components of the TLS purchased will be made with the reasonable assistance of City and its agents as provided in Article 3. Tech Logic shall assist the City in any technical conversations with the LAV regarding the interface of the TLS software with the ILS. 2 .06 Training .

A. In addition to the onsite training described in this Section, Tech Logic shall train system managers and operators through its customer support service as provided herein and in Section 8.02.

ATTACHMENT A
164

B. Maintenance and Operating Manuals. Upon delivery of the Notice of Completion to the City, Tech Logic shall provide the City with all information and operation manuals.

Operation manuals shall include mechanical, electrical and program design documentation for the City to adequately test, troubleshoot and maintain the TLS. Both paper and electronic versions of all documentation will be included and delivered with the system following each subsequent release.

C. System Training. Tech Logic understands and agrees that training is an essential part of the implementation of the TLS and that implementation will not be complete until training has been provided to City staff to the City’s satisfaction. Tech Logic shall provide training to enable City staff to manage, operate and support the TLS detailed in Exhibit C. Such training shall be appropriate for both public service staff and technical support staff with a wide range of prior knowledge, skill and experience.
i. Tech Logic shall perform the training services in a timely and professional manner by capable and qualified trainers.
ii. At the City’s request via Change Order, additional training can be provided at the rates outlined in section 8.01.03.
2 .07 Application of Contract to Components Subsequently Purchased .

A. The TLS purchased by the City may or may not include all system components that Tech Logic offers. The City is solely responsible to select the equipment and products that suit the City ’s intended purpose. If needed, Tech Logic can adjust the TLS to add system components at any time in the future.

B. The City shall have the right, but shall not be obligated, to purchase system components and RFID Tags and TLS at any time, or from time to time, within one (1 year) following project completion for the TLS at the prices set forth in Exhibit C.

Article 3: Obligations of the City
3 .01 Acceptance of Risk and Storage of TLS Components .

A. City shall provide safe and enclosed storage of all TLS components until Tech Logic is on- site for installation in accordance with Section 2.05. Except for damage caused by Tech Logic or its agents, City shall bear all risk of loss and damage of TLS components after delivery and acceptance at the location designated by City.

ATTACHMENT A
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Tech Logic Corporation | Contract 17253 Page 5
3 .02 Responsibilities for Installation .

A. Tech Logic will perform installation, testing, and training for the TLS in accordance with the City’s chosen installation method. City responsibilities for installation include the following:
i. Interface with ILS. SIP2 is required. Please ensure that the SIP and ILS implementations are of the latest versions. The SIP interface which integrates the solutions with ILS software is provided by the ILS vendor. ILS connection to the City must be tested and operational prior to TL technician’s arrival for installation. ii. The City may have chosen to provide their own computers or other equipment (e.g.

PC, barcode scanner, receipt printer) for certain solutions. Please verify that equipment meets minimum specifications specified by Tech Logic. iii. City is responsible for supplying and/or modifying any furniture (e.g. to support a desktop unit) and, wherever applicable for security gates, implementing any modification (e.g. drilling for anything other than concrete) and/or finishing work. iv. Electrical and Data Connection. Ethernet and surge-protected power must be accessible at each unit’s location and at each security gate entryway. v. Availability of Facilities. The City shall provide adequate workspace and storage space at the City to facilitate the performance of services by Tech Logic during the installation of the TLS for up to four (4) of Tech Logic’s personnel. vi. Training and Testing. City shall fully cooperate with Tech Logic in all installation, testing, and training activities described in Article 2 such that entry of an Acknowledgment of the Notice of Completion is not delayed in any respect thereby. vii. Required and Optional Support. After the complimentary first-year warranty (Article 8), the City must, at a minimum, pay for software license, which provides software support for the TLS as outlined in the Software License (Exhibit I). The City may also choose to purchase an Extended Hardware Warranty (outlined in Exhibit J) for any or all components.
viii. Obstructed Installations. Tec h Logic personnel shall have continuously free and unobstructed access to all areas in which components of the TLS are to be installed.

Article 4: Work Schedule
4 .01 Work Schedule .

A. Within thirty (30) days of the Effective Date, City and Tech Logic shall complete Exhibit H, “Project Schedule & Delivery Schedule,” to create a schedule for all work to be completed on the TLS under Article 2. A separate Project Schedule shall be created within thirty (30) days of the execution of any Change Order for the purchase of additional TLS components.

ATTACHMENT A
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4 .02 Delay by City .

A. City may request a rescheduling of the delivery or installation of any part of the TLS as necessary or convenient to City, provided that:

B. City’s request shall not be made fewer than forty-five (45) business days prior to the scheduled delivery or installation date,
C. Payment obligations of City under this Agreement shall not be delayed in any respect thereby and, specifically, such request shall not delay payments due under Article 9 hereof or any other provisions of this Agreement specifying payments to Tech Logic, D. City shall fully pay, or reimburse Tech Logic, for commercially reasonable storage charges relative to such rescheduling request at a rate of one-tenth (1/10) of one percent (1%) per week of the total contract price, and
E. City may, as an alternative to storage with Tech Logic, elect to take delivery off- site and at a location other than that of Tech Logic, with any storage costs associated therewith being the exclusive responsibility of the City. 4 .03 Delay by Tech Logic .

A. Tech Logic shall not unreasonably delay delivery and installation of any part of the TLS without prior written consent of City, which consent shall not be unreasonably withheld.

Article 5: Staff and Work Conditions
5 .01 Project Manager .

A. Tech Logic shall designate a Project Manager within ten (10) days of the Effective Date.

The Project Manager shall be accountable and accessible to the City at all times regarding performance, progress and completion of all phases of work during the development, manufacturing, installation, and testing of the TLS.
5 .02 Tech Logic’s Agents .

A. In addition to the Project Manager, Tech Logic shall engage, at its own expense and discretion, such other persons as may be necessary in Tech Logic’s judgment to fulfill the obligations of Tech Logic herein. Tech Logic agrees that all individuals so engaged shall be properly trained, competent and qualified to perform assigned tasks. Tech Logic may replace any person so engaged provided that such substitute person possesses the qualifications above specified.
5 .03 Access to and Use of City’s Property .

A. Tech Logic shall invite only those persons performing tasks for Tech Logic to come upon the City’s premises. Tech Logic shall not bring any property, other than what is required pursuant to the services herein specified, onto any City premises.

ATTACHMENT A
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Tech Logic Corporation | Contract 17253 Page 7

B. Tech Logic shall not use, suffer or permit the use of the space provided by the City to Tech Logic hereunder, nor any part thereof, in any manner or for any purpose, nor permit anything to be done, brought or kept thereon (including, but not limited to, the installation or operation of any electrical, electronic or other equipment) which, in the reasonable judgment of the City, would:
i. Delivery of Services. Impair or interfere in any way with the delivery by the City of services, or the proper and economic heating, air-conditioning, cleaning or other services of the City; or occasion discomfort, inconvenience, or annoyance to any of the occupants of the City or impair the appearance of the City. ii. Business. Be prejudicial to the business of the City, or reflect unfavorably on the City. iii. Relationship. Confuse or mislead the public as to any connection or relationship between the City and Tech Logic.
iv. Impairment of Other Work. Except as agreed in advance between Tech Logic and the City, perform or fail to perform any action that results in the impairment of any work being performed by the City’s other agents, consultants or contractors. 5 .04 City’s Access to Inspect the Work .

A. Tech Logic shall permit representatives of the City , at reasonable times, to have access to and inspect Tech Logic’s installation work of the TLS. 5 .05 Cleanliness and Safety .

A. No rubbish, dirt, tools or other articles, items or things shall be put in the public areas of the City by Tech Logic. Tech Logic shall at all times keep the City free from accumulations of waste material or rubbish caused by its employees, agents or contractors or their work; and at completion of the work, Tech Logic shall remove all its tools, equipment and waste, leaving the work area broom clean. Tech Logic shall conduct the work in a safe and orderly manner and shall take every reasonable precaution so as not to allow injury to any person or damage to the City.
5 .06 Compliance with City’s Rules .

A. Tech Logic shall observe and comply with any reasonable rules which the City ha s made or may make, and which are communicated in writing to Tech Logic, provided such rules are not inconsistent with the terms and conditions of this Agreement. 5 .07 Direction of Project Manager .

A. Tech Logic shall cause its employees to cooperate with all directions of the City’s project manager while at the City.
5 .08 Possessions on City Premises .

A. Tech Logic shall remove all of its property from the City premises upon conclusion of work.

Any property of Tech Logic, its agents or subcontractors, which remains on City premises more than thirty (30) days after the conclusion of work shall be deemed to have been abandoned, and may either be retained by the City as its property or disposed of in such manner as the City deems appropriate.

ATTACHMENT A
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Article 6: Change Orders and Enhanced
Functionality
6 .01 When a Change Order is Required .

A. No change in the work to be performed hereunder that will increase or decrease the total Contract Price shall be made except by a Change Order in the form provided within Exhibit E. Upon receipt of a duly executed Change Order, Tech Logic shall proceed with the work involved. All work shall be accomplished under the applicable conditions of this Agreement. 6 .02 Requirements of Change Order .

A. The City shall have the option to decrease the amount or quantity of goods or services to be provided hereunder only if Tech Logic has not irrevocably committed to purchasing such equipment, goods or services.

B. No Change Order will be effective to change the Contract Price hereunder unless signed by a qualified representative from each party. A qualified representative shall have authority to fully bind its party to terms and conditions of this Agreement, and to any additional expenditure under any Change Order.

Article 7: Licenses and Proprietary Rights
7 .01 Manuals and Software .

A. Tech Logic’s operating manuals and software licenses reflect designs and programs, as well as other components, which comprise the TLS as identified herein, and which have been developed by Tech Logic. The TLS and its related designs, programs, components, and operating systems contain proprietary and/or trade secret information owned by Tech Logic and third- party vendors who have entered into licensing agreements with Tech Logic. Use of the software and the operating manuals in a manner not related to the City’s use of the TLS is prohibited.
7 .02 Licenses .

A. Tech Logic hereby grants the City a perpetual, non-exclusive license to use all software that Tech Logic has developed. Tech Logic shall also provide City with all third-party software licenses, if any, necessary to grant the City the right to own and operate the TLS as provided in this Agreement. City shall be subject to the “Software License Agreement” as set forth in Exhibit I.
7 .03 Use of TLS .

A. All items comprising the TLS are deemed to be for City as a single user, and may not be resold by City, or its successors in interest, without the express written consent of Tech Logic. Tech Logic does not by this Agreement transfer the right to use any of its proprietary technology, including software and mechanical devices, by City, except for its use in the TLS.

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7 .04 Tech Logic’s Assurances .

A. Tech Logic represents and warrants that it has the right to enter into this Agreement and grant to the City the right to own and use all software, hardware, machinery, systems and manuals hereunder provided.

B. Tech Logic has not transferred to the City, or its successors in interest, the right to use or otherwise sell or convey the proprietary technology that comprises the TLS and its operations to a third party; provided, however, the City shall have the right to modify, enhance or relocate the TLS to other City uses and facilities.

C. If the City modifies, enhances or relocates the TLS to other City uses and facilities, and such modifications, enhancements or relocations are not performed by Tech Logic personnel as provided in Section 8, all warranties by Tech Logic under this Agreement shall terminate, and Tech Logic shall have no further obligations to the City with respect to any warranty claim by the City with respect to such modification, enhancement or relocation. 7 .05 Intellectual Property Rights .

A. Tech Logic (or its licensors) retains ownership of all intellectual and industrial property rights (including, without limitation, patents, copyrights, trade secrets, trademarks and designs) in and relating to the TLS and all enhancements, modifications and updates thereof.

B. Except for the limited license rights expressly granted in this Agreement, nothing in this Agreement shall be construed as granting to the City or implying the grant of any other rights, by license, assignment, transfer or otherwise, under any intellectual and/or industrial property rights in or relating to the TLS or information provided by Tech Logic.

The City shall not make any copies, reverse engineer, disassemble, or decompile any software or part thereof, except as may expressly be set forth in this Agreement. 7 .06 Modifications to Software Functionality Outside the Scope of the Bid Specifications .

A. The City may modify any component of the software that it deems necessary to meet its needs without the approval or consent of Tech Logic, as set forth below. It is understood and agreed that the City will not sell or divulge the software to any third parties.

B. It is understood by the parties that:
i. Modify Pa tron Screens. The City shall have the right and ability to modify Patron Screens and similar items at its sole discretion.
ii. Technical Support. The City will seek Tech Logic’s technical support for all software modifications and changes to the software, other than modifications to Patron Screens/Skins, and to pay a reasonable fee for those services if applicable. These fees, if applicable, are set forth in Section 8.01 of this Agreement. iii. No Modification. The City will not modify any other programming in any manner beyond what is designed to be configured by the end user.

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Article 8: Warranty and Customer Support
8 .01 Warranty .

A. Warranty. During the one- year warranty period described below, Tech Logic warrants to City that in normal and contemplated use and service, the equipment purchased from Tech Logic will be free from defects in material or workmanship, and shall perform substantially as described in specified standards, samples, and manuals provided by Tech Logic to City. This warranty is effective for a period ending (i) one (1) year from the installation complete date, or (ii) upon the expiration of the time specified with respect to a particular item, whichever is applicable. Subject to the conditions, procedures, and exclusions contained in this document, Tech Logic will, at its option, either repair or replace any defective equipment or part thereof at Tech Logic’s expense, or refund the purchase price of the defective equipment.
i. RFID Tags. Tech Logic warrants that RFID tags will be free from defects in material and workmanship, and each tag will function for the life of the City item to which it has been originally affixed. This warranty does not cover RFID tags that have been misused, altered, neglected, handled carelessly, or used for purposes other than their intended purpose. Any tag supplied by Tech Logic that proves defective within these parameters will be replaced at no cost to the City.
ii. Responsibility for Product Selection. The City is solely responsible for the selection, use, efficiency, fitness and suitability of Tech Logic’s equipment and products for the City’s intended purpose. The City assumes all risks and liabilities in connection with the use of Tech Logic’s equipment and products.
iii. Responsibility to N otify. City shall notify Tech Logic within five (5) business days of any defects or malfunctions in the TLS (via the contact methods outlined in Exhibit L) of which it learns from any source. Failure to do so will void the warranty against that defect.

B. Warranty Action. Correction of defects of the system shall be accomplished by Tech Logic in a timely and expeditious manner, according to the following procedure:
i. If, within the Warranty period, any product proves defective due to defects in material or workmanship, or fails to meet the written specifications as described in this Agreement, or (if applicable) fails to conform to the sample Tech Logic provided to City, City shall promptly notify Tech Logic of product defect via the contact methods outlined within Tech Logic’s Customer Care Guidelines.
ii. Depending on the product and the defect, and subject to confirmation of warranty coverage, Tech Logic’s customer care team will either fix the issue remotely, help the City to return the equipment, or propose a schedule for onsite repair. Tech Logic will, within reasonable time, replace or repair the product at Tech Logic’s expense, or refund the product’s purchase price. If applicable, Tech Logic may require return of the defective product prior to refund or replacement.

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iii. If return of equipment is necessary, Tech Logic will assign a return merchandise authorization (RMA) and notify the City. The City shall securely package the defective equipment and inform Tech Logic’s customer care team that the equipment is ready for shipment. Tech Logic shall not be responsible for any loss or damage incurred in shipping. All returned merchandise must include the RMA number. Upon notification from the City, Tech Logic will send a call tag for pickup and return. When service is complete, Tech Logic will ship the repaired or replaced equipment back to the City via regular ground. Requests for expedited return/ shipping will be accommodated when possible, at the City’s expense—otherwise, all parts, labor, shipping, etc. will be at Tech Logic’s expense.
iv. In the rare case that an onsite service visit is required, Tech Logic will provide the City with an action plan including the anticipated travel and on-site time expected to correct the issue. Upon receiving authorization from the City , Tech Logic will proceed with the on- site service visit at Tech Logic’s expense. v. Following a warranty repair or replacement, this limited warranty shall continue in effect until the end of the original warranty period or for sixty (60) days after the repair or replacement, whichever is later.
8 .02 Outside- or Post- Warranty Action .

A. Outside- or Post-Warranty Action. If Tech Logic determines that any element within the system is outside of the warranty period or warranty parameters (i.e. “Non- Covered Conditions”) as described in Section 8.03—unless a service contract has been entered into by the parties in a subsequent (separately executed) service agreement (Exhibit J)— Tech Logic shall provide service at its standard billing rate for hourly labor and other costs as applicable including but not limited to travel, lodging, parts, and service during weekend or non-business hours.

B. Return/Refund Parameters. If any equipment return/refund is necessary or desired as part of Agreement Termination, and is not applicable to any active Warranty provisions, the City shall be responsible for the costs involved with returning equipment and shall be assessed a restocking fee equal to 20% of the purchase price of the returned equipment. 8 .03 Non-Covered Conditions
A. Misuse. Any defect in covered system(s) or their components caused by misuse, neglect, or unauthorized repair, maintenance, or modification of the equipment is specifically not covered under this Warranty program.

B. Unauthorized Modification or Movement. Any warranty is void if the System is modified or altered with- out the knowledge and written permission of Tech Logic. The warranty herein shall remain in effect should the City move the Tech Logic products to another location only if said move is coordinated/acknowledged by Tech Logic.

C. Security Gates. For security gates; should the gate(s) be removed for any reason and then re-installed by the City, additional charges may be incurred for reconfiguration and system optimization. Tech Logic accepts no responsibility for functionality after re- installation unless the gate(s) are reinstated by a Tech Logic certified technician.

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8 .04 Other Limitation .

A. All warranties given by Tech Logic are limited to replacement or repair of defective components including hardware and computer software. Tech Logic shall determine whether the components should be replaced or repaired.

B. Expendable and/or consumable items or parts included with the equipment (e.g. batteries, chargers, cords, receipt paper, etc.) are not covered under this warranty.

C. Unless related to an act, omission, or negligence of Tech Logic or Tech Logic’s agents, liability for defective equipment is expressly limited to replacement or repair of defective equipment, subject to the equipment warranties currently in effect and outlined within Article 8. In no event shall Tech Logic be liable to City for any indirect, special, or consequential damages, or lost profits, that are not the direct result of any act, omission, or negligence of Tech Logic or Tech Logic’s agents. In the case of liability, each party’s liability to the other shall not exceed one hundred percent (100%) of the total Contract price. This limitation of liability shall not apply to damages arising out of or relating to a party’s failure to comply with confidentiality obligations, if applicable; personal injury, including death, caused by the negligent or intentional acts of a party or its representatives; damage to tangible property caused by the negligent or intentional acts of a party or its representatives; damages arising out of any loss of data or other damage to data caused by any disabling code or virus; and either county’s obligation to pay litigation costs and attorneys’ fees of one or both parties if ruled accordingly by a judge or applicable authority.

D. Tech Logic specifically disclaims any implied warranty of merchantability, fitness for any particular purpose, or any other implied warranty. No waiver, alteration, or modification of this Agreement shall be valid unless made in writing and signed by an executive officer of Tech Logic.

E. In the ev ent any implied warranties (including, but not limited to the implied warranties of merchantability and fitness for a particular purpose) are found to exist, such warranties are limited (i) in duration to the period of the limited warranties set forth in this document, and (ii) in amount to the total amount paid to Tech Logic by the City for the product or equipment in question. Some states do not permit the exclusion of incidental or consequential damages, and in those states the foregoing limitation may not apply. The warranties as set forth in this document give the City specific legal rights and the City may have other legal rights which vary from state to state.

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8 .05 Customer Support .

A. Customer support shall be as stated in Exhibit L “Customer Care Guidelines” and Exhibit I “Software License Agreement”. Tech Logic’s customer support is given with the understanding that City will provide adequately trained personnel to run the TLS, including the following:
i. System Manager or Team Leader. A broad base of computer skills is required as well as a background and understanding of current Microsoft operating system software.

Knowledge of City operations is equally important. In addition, this person should have good personnel skills and experience in supervision. This person will be required to schedule personnel and provide back-up and training for the people on this team. This person shall be the principal contact with Tech Logic for operation and maintenance of the TLS. Further, this person shall possess, in addition to computer and software literacy, mechanical troubleshooting literacy.
ii. System Operators. TLS operators shall be capable of running basic Microsoft Windows software applications and have a general familiarity with personal computers.

Additionally, the system operators shall be capable of taking readable notes and have the skills to train and pass on their knowledge to other system operators. iii. System Maintenance Personnel. City’s System Maintenance Personnel shall have experience in building and facilities maintenance which shall include heating and ventilating systems, power distribution systems and generalized personal computer operation. Further, City ’s System Maintenance Personnel shall also particularly possess a working knowledge of pneumatics, control wiring, and 3-phase electronics. In general, such Personnel shall be willing and able to help trouble shoot system mechanical problems when other City staff members need assistance. 8 .06 Software Upgrades
A. Tech Logic will provide software support in accordance with the Software License Agreement (Exhibit I), including but not limited to the following:
i. Operating System. Upgrades and changes in the Operating System that require updates to the application code shall be completed by Tech Logic. ii. RFID Back End Application Code. Tech Logic will provide the City with all updates. iii. Skins/Front End Application. The City may make changes as needed. iv. File Transfer Protocol. Maintain version control from Tech Logic’s File Transfer Protocol (FTP) site.
v. Integration Standards. Tech Logic shall make necessary software upgrades to ensure that the TLS is compliant with SIP1, SIP2 and all SIP enhancements and that the RFID Tags and TLS confirm to open architecture to fully interface with all SIP compliant Integrated City System (ILS) vendors.
vi. Post warranty, it is understood and agreed that the City mus t pay the annual Software
License fee in order to receive the upgrades and telephone support. Annual Software License costs are described in Exhibit C.

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Article 9: Pricing, Discounts, Payment Terms, and
Maximum Contract Amount
9 .01 Contract Price .

A. Contract Price. The total contract price for the TLS is set forth on Exhibit C (herein referred to as the “Contract Price’”) unless a Change Order is executed by both parties.

B. Estimated Shipping Charges. Shipping charges are estimated on all quoted products shipping at the same time F.O.B. destination. Shipping is estimated and calculated using today’s rates to one receiving location, unless otherwise noted. Additional shipping charges may apply. Multiple shipments may result in increased charges.

C. Taxes (If Applicable). Payment of all applicable duties and taxes are the responsibility of the purchasing entity. All prices, including Service and Maintenance, do not include any applicable sales tax. If tax exempt, please provide Tax Exempt Certificate. 9 .02 Payment Schedule for Tech Logic Products .

A. Payment Schedule. Payment of the Contract Price for Tech Logic Products in Pricing Schedule (Exhibit C) shall be made as follows:
i. A payment of 50% of the total order is due net thirty (30) days after execution of contract/order execution.
i. Final payment of 50% of the total order, plus all additional payments required under executed Change Orders, if any, shall be paid within thirty (30) days of shipping. 9 .03 Payment Schedule for Change Orders .

A. The payment of any Change Order shall be made in installments, with the first installment being due ten (10) days after the execution of the Change Order. The amount and payment terms of the Change Order shall be as set forth in Sections 9.02 and 9.03.

B. Foreign Exchange Fluctuations for Change Orders. In addition to provisions of section

2.04 herein, the parties understand and agree that Tech Logic may purchase commodities, such as but not limited to Stock Products, from foreign sources for use in the TLS. Consequently, upon execution of a Change Order, if applicable foreign currency exchange rates pertaining to such commodities have fluctuated by at least five percent (5%) versus U.S. currency from the Effective Date of this Agreement, then prices stated in Exhibit C shall be adjusted accordingly by Tech Logic for such Change Order. 9 .04 Interest Charges .

A. If any payments due from City to Tech Logic are deemed to be overdue, then interest charges thereon shall be paid by City to Tech Logic at a rate of one and one -half percent (1.5%) per month.

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9 .05 Performance Bond & Payment Bond .

A. Costs associated with any Performance & Payment bond requirements are the sole responsibility of the City.
9 .06 Software and Hardware Support .

A. Required Annual Software License(s) costs begin in year two. These costs are required for the duration the software is in use and are billed annually.

B. Optional Extended Hardware Warranty program costs begin in year two for chosen hardware equipment. Decline and/or lapse in coverage negates the ability to apply hardware maintenance on items at a later date. Order submission confirms your understanding of above-stated policy.
9 .07 Applicability to Other Locations .

A. The terms and conditions set forth in this Agreement extend and apply to purchases of Tech Logic’s goods and services by other libraries located within the state, subject to provisions specific to each individual location, including but not limited to System Layout Drawings and Components (Exhibit A); System Pricing, Component Description and Contract Amendment Schedule (Exhibit C); Change Order (Exhibit E); Notice of Completion and Acknowledgement (Exhibit F); City Notice of Corrections (Exhibit G); Project Schedule and Delivery Schedule (Exhibit H); and Software License Agreement (Exhibit I).

Article 10: Termination
10 .01 Termination by Tech Logic .

A. This Agreement may be terminated by Tech Logic with or without cause and without penalty if Tech Logic provides sixty (60) business days advance written notice of intent to terminate. If intent to terminate is due to Tech Logic’s belief that the City has materially breached its obligations under this Agreement, the City shall first be given a written notice that specifies the nature of the breach and Tech Logic shall offer City not fewer than thirty (30) business days to correct the breach.
10 .02 Termination by City .

A. This Agreement may be terminated by the City with or without cause and without penalty if the City provides sixty (60) business days advance written notice of intent to terminate.

If intent to terminate is due to the City’s belief that Tech Logic is in breach of its obligations under this Agreement, Tech Logic shall first be given a written notice that specifies the nature of the breach and the City shall offer Tech Logic not fewer than thirty (30) business days to correct the breach.

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10 .03 Action Upon Termination .

A. Upon termination of this Agreement, Tech Logic shall be entitled to payment for any satisfactory work performed prior to the date of termination. If any equipment return/ refund is necessary or desired as part of Agreement Termination, and is not applicable to any active Warranty provisions, the City shall be responsible for the costs involved with returning equipment and shall be assessed a restocking fee equal to 20% of the purchase price of the returned equipment. City shall immediately return to Tech Logic all of Tech Logic’s operating manuals and licenses except for those licenses for hardware or software not created by Tech Logic.
10 .04 No Limitation on Remedies .

A. Except as expressly provided, nothing in this Article 10 shall be deemed to waive or limit any other action, proceeding or remedy to which either party would otherwise be entitled as a result of the breach of this Agreement by the other party.

Article 11: Miscellaneous Provisions
11 .01 Complete Agreement .

A. Complete Agreement. This Agreement and the attached Exhibits constitute the entire agreement between the parties with regard to the subject matter hereof. No other representations, understandings or agreements have been made or relied upon in the making of this Agreement other than those specifically set forth herein. The limited warranty and remedies set forth in this document are the sole and exclusive remedies available to any person for any damages of any kind and nature, including incidental, consequential, or special, related to Tech Logic’s TLS, whether arising from warranty, contract, negligence, tort, or otherwise. The parties herein acknowledge that they have read this Agreement, understand it and agree to be bound by its terms, and further agree that it is the complete and exclusive statement of the agreement between the parties.

B. Exhibits Subject to Contract. Exhibits included with this Contract by reference (section 11.16) are subject to any applicable provisions outlined in this Contract including, but not limited to, the general provisions outlined in Article 11 of the Contract. If there is deemed to be a material and direct discrepancy between any provisions within this Contract and provisions within any Exhibit, the Contract shall govern. 11 .02 Amendments.

A. No modification or cancellation of any portion of this Agreement shall be effective unless in writing and signed by the parties or their duly authorized representatives. 11 .03 Governing Law.

A. The validity, construction and performance of this Agreement shall be governed and construed in accordance with the laws of the State of Minnesota.

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11 .04 Compliance with Laws, Codes, Licensing, and Other Standards.

A. Each TLS is generally designed in conformity with the National Electrical Code (NEC) and other standards. However, due to unique designs and observance of various OSHA safety concerns for guards and the like, some deviations from the NEC and other standards may be necessary.

B. Therefore, City expressly agrees that it shall identify any such issues of compliance with statutes, rules, codes, regulations, or any other standards in consultation with its inspection authority, and so advise Tech Logic within thirty (30) days after the Effective Date. 11 .05 Severability.

A. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable under any applicable law or rule, such provision shall be ineffective only to the extent of such invalidity, illegality, or unenforceability, without invalidating the remainder of this Agreement.
11 .06 Notices.

A. Until one party provides written notice with other instructions to the other party, any written notices required to be given under this Agreement shall be deemed given when delivered personally, when delivered by prepaid certified mail with return receipt requested, or when delivered by electronic transmission with telephonic confirmation as follows:
i. If to Tech Logic: Gary Kirk, President
Tech Logic
Corporation 835 Hale
Ave . N Oakdale, MN
55128
FAX: (651)747-0493, email: [email protected]
i. If to City: City of Stockton, CA –
Jenni Fontanilla, Deputy Director/City Librarian
Stockton-San Joaquin County Public City
605 N El Dorado St
Stockton CA 95202
11 .07 Binding Effect.

A. This Agreement shall inure to the benefit of and be binding upon the City and Tech Logic and their respective successors and assigns.

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11 .08 Force Majeure.

A. Neither party shall be deemed to be in default of any provision of this Agreement for any delay, suspension or failure in performance resulting from acts or events beyond the reasonable control of such party. For purposes of this Agreement, such acts shall include, but are not limited to, acts of God, civil or military authority, civil disturbance, war, fires, other catastrophes, or other “force majeure” events beyond the parties’ reasonable control.

B. Written Notice. If either party is unable to perform as the result of such an event, such party shall send the other party written notice stating the delay and cause thereof, within at least fifteen (15) days from the date of the occurrence of the force majeure event.

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11 .09 Resolution of Questions and Disputes.

A. Dispute Resolution. Tech Logic and City will exercise their good faith and reasonable effort to negotiate and settle promptly any dispute that may arise with respect to this Agreement.

The parties may obtain the services of a mediator or other “alternate dispute resolution” upon their mutual agreement prior to seeking redress through a Court of competent jurisdiction. The parties will share equally in the cost of alternate dispute resolution.

B. Venue. Any formal dispute resolution proceeding, including, but not limited to, mediation, arbitration or litigation, shall be conducted within Minnesota.

C. Arbitration. If the work to be performed under this Agreement will be a part of new construction or a renovation or remodeling project, or if installation of the TLS will require coordination with any other construction activities, then Tech Logic agrees to join in any arbitration proceeding involving a dispute to which Tech Logic is a necessary party.

D. For any other dispute, arbitration between the City and Tech Logic will be voluntary, but once engaged, binding. If such arbitration is commenced under this Agreement, the arbitration shall be conducted under the rules of the American Arbitration Association, as modified by the provisions of [XX law], and any award rendered (including an award requiring specific performance) shall be final and binding upon the parties hereto, and the judgment on the award rendered by the Arbitrator or Arbitrators may be entered in any Court having jurisdiction thereof.
11 .10 Attorneys’ Fees.

A. If a dispute arises between the parties as a result of which an action is commenced to interpret or enforce any of the terms of this Agreement, or if there is a breach of any of the terms of this Agreement, or the Exhibits attached hereto, the losing or defaulting party or parties shall pay to the prevailing party’s or parties’ reasonable attorneys’ fees, costs and expenses incurred in connection with prosecution or defense of such action as such Court shall adjudge.
11 .11 Indemnity .

A. Tech Logic agrees to defend, indemnify and hold the City, and its officers, employees and agents harmless from any liability, claims, damages, costs, judgments or expenses, including reasonable attorneys’ fees, to the extent any of the foregoing results, directly or indirectly, from any error or omission and/or willful or negligent act of Tech Logic, its agents, employees or subcontractors in the performance of this Agreement and against all loss by reason of the failure of Tech Logic fully to perform, in any respect, all obligations under this Agreement. In no event will Tech Logic be liable for any damages caused by the City’s failure to perform its responsibility hereunder or for damages to property or persons caused by faulty installation by the City , except to the extent any such failure is attributable to the action or inaction of Tech Logic.

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11 .12 Independent Manufacturer .

A. Nothing herein creates or establishes the relationship of a joint venture or partnership between the parties, nor constitutes Tech Logic as the agent, representative or employee of the City for any manner whatsoever. Tech Logic is and shall remain an independent manufacturer under this Agreement. Any and all personnel employed by Tech Logic or its subcontractors while engaged in the performance of any activity under this Agreement, shall have no implied contractual arrangement with the City and shall not be considered employees of the City; and any and all claims of said personnel while so engaged that may arise under the Workers Compensation Act, and any and all claims whatsoever of any personnel arising out of employment or alleged employment by Tech Logic including, without limitation, claims of any discrimination against Tech Logic, its officers, agents, contractors or employees shall in no way be the responsibility of the City; and Tech Logic shall defend, indemnify and hold the City, its trustees, officers, agents and employees harmless from any and all such claims.
11 .13 Assignment .

A. Tech Logic shall not assign or sublet the whole or any part of this Agreement without the prior written consent of the City. City shall not assign this agreement except with the prior written consent of Tech Logic. A change in control shall be deemed an assignment subject to this subsection. This Agreement shall be binding upon each party’s permitted successors and assigns.
11 .14 Captions .

A. The captions appearing at the commencement of the articles, sections and clauses hereof are inserted for convenience of reference only and shall not constitute a part of this Agreement.
11 .15 Counterparts .

A. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument. 11 .16 Incorporation of Exhibits .

A. The following Exhibits attached hereto are hereby incorporated into and form a part of this Agreement.
i. Exhibit A: Tech Logic Response to RFP#
ii. E
xhibit B: Insurance Requirements
iii. Exhibit C: Description of TLS and Pricing
iv. Exhibit E: Change Order
v. Exhibit H: Project Schedule and Delivery Schedule
vi. Exhibit I: Software License Agreement
vii. Exhibit J: Optional Extended Hardware Warranty
viii. Exhibit L: Customer Care Guidelines
B. There are no Exhibits D, F, G, or K in this Agreement.

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Contract Signatures
IN WITNESS WHEREOF, the parties hereto have executed this Agreement, as of the dates set forth below.

Tech Logic Corporation
Signature:

Gary Kirk, President
Date:

City of Stockton, CA
Signature:

City Agent
Date:

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835 Hale Avenue North
Oakdale, Minnesota 55128
(800) 494-9330
www.tech-logic.com

Quote Submitted:

Quote Valid Until:

Stockton-San Joaquin County Public
Library

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Tech Logic is pleased to submit this proposal for our circIT self-checkout product suite. We appreciate the opportunity to be considered for this project and believe that Tech Logic offers the best self-checkout solutions proven in hundreds of libraries.

Why Choose the Tech Logic circIT Product Suite?

Unique in the library market, Tech Logic’s circIT product suite offers flexible self-checkout options to fit each library’s needs rather than forcing a one-size-fits-all prescription. We also know from experience that libraries strive for reliable and intuitive self-checkout, satisfied patrons, and a high percentage of self-checkout adoption. Tech Logic works with each library to select the best self-checkout options to create streamlined workflow and happy patrons.

The circIT software powering the product suite consists of a database-controlled application centrally installed at the library or at its IT headquarters. From there, library staff can customize the interface, deliver updates, check equipment status and make changes which control all stations within the library system. All functions to manage the software, obtain statistics or troubleshoot issues are accomplished from the central server.

The circIT software delivers scalability and flexibility to insure that each installation fits the library. For example, while Southern Pines Public Library employs fewer than five self- checkout stations in a single location, Toronto Public Library has deployed more than 750 circIT self-checkout stations in over 80 branches. Libraries can rest assured that future growth will never be a challenge for circIT.

Based on our long history with successful self-service solutions, Tech Logic assists your library by recommending the circIT solutions best suited to a library’s physical layout, service patterns and patron behaviors. Using our self-checkout solutions, Tech Logic partner libraries routinely achieve higher than 90% self-checkout adoption by patrons.

The circIT product suite solutions include:

• selfCIRC PRIME —a self-standing turnkey kiosk in any location • selfCIRC PRIME Desktop —a compact counter-top kiosk
• selfCIRC COMBO —a monitored station located at staffed service points • selfCIRC KIDS —a highly customizable kiosk to match themes or décor • selfCIRC PRO —circIT software plus other components of the library’s choosing

The circIT product suite is customized with options such as credit card or cash payment, RFID readers and antennas, barcode scanners, or EM security strip desensitizers. The software is designed to display library-provided applications such as promotional slides, satisfaction surveys, PC management sign-up, library floor maps, live social media feeds and more.

Finally, we appreciate how much time and effort is invested to make the library a welcoming environment. For more than two decades Tech Logic has worked with architects and interior designers to insure the perfect functional and visual fit for all our self-service solutions.

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Why Choose the Tech Logic?

With one company responsible for the success of your self-service’s implementation, you will not need to coordinate, or problem solve with resellers, third parties, foreign manufacturers or middlemen. Tech Logic designs, manufactures, installs, and services everything we sell from Oakdale, Minnesota. Our partner libraries will tell you that our extensive library experience and customer service reputation were major factors in selecting Tech Logic.

Our success as a company is built on decades of consistent principles.

• A corporate philosophy to serve only libraries. This focus enables us to learn exactly what libraries need and to provide those products and services that help them deliver the highest level of customer service to library patrons.

• A long-term approach to our business for more than two decades. You don’t have to worry that Tech Logic will abandon its products or its partner libraries—or be sold to another company that may not have the same library-first approach.

• Tech Logic was an early adopter of RFID technology for libraries and invented the circIT product suite and totalAMH systems. Tech Logic also designed the patented selfCIRC COMBO station combining self-checkout at a service point with convenient staff assistance. As a result of feedback from our customers, our products are constantly being enhanced to remain competitive and innovative.

• A “people first” philosophy that starts with your library and extends to all your patrons.

For you, it means that our relationship is personal—a partnership where we work together to create the best solutions to deliver the best results.

• Tech Logic employs veteran, long-term staff with extensive library experience. Their broad skill sets make us a valuable partner in completing a customized self-services implementation project.

• Tech Logic takes customer service seriously and will provide the most modern and comprehensive online support and tracking capability, as well as the necessary on-site maintenance and person-to-person communication.

Your library will never be just another customer number served by a multinational faceless corporation owned by outside equity investors. Your library becomes a Tech Logic partner and you receive the kind of service and support that you would expect from partners.

We look forward to reviewing the unique circIT product suite options best suited to achieve your library’s self-service goals.

ATTACHMENT A
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Note: Due to an unusual level of volatility in the price and availability of some raw materials used in our manufacturing process, Tech Logic may find it necessary to increase some of the above prices should there be a delay between purchase order and delivery of these products. Tech Log ic will do everything in our power to avoid this but these market-price changes are well outside of our control.

More information about these challenges can be found here: https://www.reuters.com/article/us-usa-economy-steel- insight/u-s-manufacturers-grapple-with-steel-shortages-soaring-prices-idUSKBN2AN0YQ

Please feel free to reach out to your Tech Logic Solutions Specialist if you have questions or concerns —we are committed to working closely and transparently with our libraries during these unique times.

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circIT Suite Payment Terms and Support:

† Software support is required starting in year two.
†† Hardware support is optional starting in year two.
††† Shipping charges estimated on all quoted products shipping at the same time F.O.B. originating facility.

Shipping is estimated and calculated using today’s rates to one receiving location, unless otherwise noted. Additional shipping charges may apply. Multiple shipments may result in increased charges.

• Restocking fee of 20% will be applied to all returned hardware prior to library credit. Costs incurred for returned hardware are at the expense of the library.
• Payment of all applicable duties and taxes are the responsibility of the purchasing entity. All prices including Service and Maintenance do not include any applicable sales tax. If tax exempt, please provide Tax Exempt Certificate.
• Standard Tech Logic Terms and Conditions apply to all sales. • Prices quoted above include a standard Tech Logic one year warranty. • Pricing for Comprise Smart Terminals include one Merchant Account set-up. Additional Merchant Account set-up pricing is indicated in above quote.
• Any required SIP configuration or ILS renewal fees are not covered by the Tech Logic first year warranty.

Payment Terms for circIT Suite Software and Equipment: A payment of 50% of the total order due upon execution of order confirmation 50% payment due net 30 at shipping. The net amount of each invoice is due in full, within thirty (30) days of date of invoice.

Interest Charges: If any payments due from Library to Tech Logic are deemed to be, in the sole discretion of Tech Logic, overdue, then interest charges thereon shall be paid by Library to Tech Logic at a rate of one and one-half percent (1.5%) per month.

Performance Bond & Payment Bond:

Costs associated with Performance & Payment bond requirements are the sole responsibility of the library.

Software and Hardware Support:
• Required Annual Software License(s) costs begin in year two these costs are required for the duration the software is in use and is billed annually.
• Optional Extended Hardware Maintenance program costs begin in year two for chosen hardware equipment.

Decline and/or lapse in coverage negates the ability to apply hardware maintenance on items at a later date.  Required Annual Software License(s) and Optional Extended Hardware Maintenance Programs automatically increase 2% per year. Comprise products are exempt from any annual support increase.

Order submission confirms your understand of above stated policy.

Phone Support-Service Calls
• The minimum charge for service calls is a two-hour minimum.

Notes:
1) SIP2 is required. Please ensure that the SIP & ILS implementations are of the latest versions. 2) The SIP interface which integrates self-check systems with the ILS software is provided by the ILS vendor. 3) If the library is providing its own computers for the selfCIRC PRO option, verify computers meet minimum specifications.
4) circIT Credit Card Payment works in conjunction with VeriFone or Comprise. 5) Payment Processing is the responsibility of the Library.

ATTACHMENT A
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Lease Financing Option

https://apply.peacsolutions.com/auth/EF?partnerid=6128031GVLEXAAR

ATTACHMENT A
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The Value of Municipal Financing
Horizon Keystone Financials’ initial emphasis in every sale is to identify and meet customer requirements. We structure lease terms that match your individual needs and budget. We will stay with you through the entire leasing process, from need identification through approval, documentation, and funding. We will work with you through every step of acquiring and financing equipment.

Who qualifies for a municipal finance agreement?
The government of states, counties, cities, towns, villages, boroughs, school districts, and state universities.

What kind of equipment can be financed?
All Tech Logic products and services.

How can a municipal finance agreement help our organization? A municipal finance agreement can improve your organization’s financial situation by:

Reducing Monthly Outlays Because municipal interest payments are exempt from federal income taxes, Horizon Keystone Financial passes its tax savings on to you in the form of lower rates that keep your monthly payments affordable.

Leveraging Cash Position If your balance sheet is healthy, keep those cash reserves fully invested and use the income to off set the interest on your lease payments. Horizon Keystone Financials tax- exempt finance rates may even be lower than the rate you can earn on your invested funds.

Preserving Cash With no up-front cash required, you can use your available capital for operating requirements rather than down payments.

Simplifying Financial Transactions A master finance agreement line can eliminate the hassles of negotiating and bidding multiple purchases. Horizon Keystone Financial will fund your entire lease, eliminating the need for underwriting by investment bankers and the need to prepare lengthy documents.

Funding Immediate Needs You’ll get the equipment you need now, without waiting for next year’s budget cycle and without the costs and delays of a voter referendum.

Pooling Financial Needs for Discounts Consolidate the equipment needs of all your departments into a single finance agreement line and reap the rewards of lower interest rates.

Increasing Financial Control Coordinate the purchasing activities of multiple departments with a master finance agreement line that guarantees the same favorable terms for every transaction.

Non Appropriation Agreement - A municipal lease characterized by a non-appropriation clause specifies that the lease can be terminated in the event funds are not made available in subsequent fiscal years.

Early Buyout Options - Government body would be given an option to prepay the finance agreement at a discounted buyout price negotiated at the inception of the lease.

Variable Payments - Finance agreements could be structured with monthly, semi-annual, or annual payment structures to accommodate the government body financing.

Program Options Provided By:

PEAC Solutions
Robbie DeGaris: 856-505-4490 [email protected]

ATTACHMENT A
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EXHIBIT B: INSURANCE REQUIREMENTS
(Library Self Check Machines)

Vendor shall procure and maintain for the duration of the contract insurance against claims for security breaches, system failures, injuries to persons, damages to software, or damages to property (including computer equipment) which may arise from or in connection with the performance of the work hereunder by the Vendor, its agents, representatives, or employees.

Vendor shall procure and maintain for the duration of the contract insurance claims arising out of their services and including, but not limited to loss, damage, theft or other misuse of data, infringement of intellectual property, invasion of privacy and breach of data.

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

1. Commercial General Liability (CGL): Insurance Services Office Form CG 00 01 covering CGL on an "occurrence" basis, including products and completed operations, property damage, bodily injury and personal & advertising injury with limits no less than $2,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location (ISO CG 25 03 or 25 04) or the general aggregate limit shall be twice the required occurrence limit.

2. Automobile Liability: Insurance Services Office Form Number CA 0001 covering, Code 1 (any auto), or if Vendor has no owned autos, Code 8 (hired) and 9 (non­ owned), with limit no less than $1,000,000 per accident for bodily injury and property damage.

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

4. Cr
ime/Fidelity Bond ­ In
surance no less than $1,000,000 per occurrence, covering all officers and employees, for loss of proceeds caused by dishonesty.

5. Cyber Li
ability Insurance, with limits not less than $2,000,000 per occurrence or claim, $2,000,000 aggregate. Coverage shall be sufficiently broad to respond to the duties and obligations as is undertaken by Vendor in this agreement and shall include, but not be limited to, claims involving security breach, system failure, data recovery, business interruption, cyber extortion, social engineering, infringement of intellectual property, including but not limited to infringement of copyright, trademark, trade dress, invasion of privacy violations, information theft, damage to or destruction of electronic information, release of private information, and alteration of electronic information. The policy shall provide coverage for breach response costs, regulatory fines and penalties as well as credit monitoring expenses.

Technology Professional Liability Errors & Omissions

Technology Professional Liability Errors and Omissions Insurance appropriate to the Vendor's profession and work hereunder, with limits not less than $2,000,000 per occurrence.

Coverage shall be sufficiently broad to respond to the duties and obligations as is undertaken by the Vendor in this agreement and shall include, but not be limited to, claims involving security breach, system failure, data recovery, business interruption, cyber extortion, social engineering, infringement of intellectual property, including but not limited to infringement of copyright, trademark, trade dress, invasion of privacy violations, information theft, damage to or destruction of electronic information, release of private information, and alteration of

ATTACHMENT A
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electronic information. The policy shall provide coverage for breach response costs, regulatory fines and penalties as well as credit monitoring expenses.

A. The Policy shall include, or be endorsed to include, property damage liability coverage for damage to, alteration of, loss of, or destruction of electronic data and/or information "property" of the Agency in the care, custody, or control of the Vendor. If not covered under the Vendor's liability policy, such "property" coverage of the Agency may be endorsed onto the Vendor's Cyber Liability Policy as covered property as follows:

If the Vendor maintains broader coverage and/or higher limits than the minimums shown above, the City of Stockton requires and shall be entitled to the broader coverage and/or the higher limits maintained by the vendor. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City of Stockton.

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

Additional Insured Status

The City of Stockton, its officers, officials, employees, and volunteers are to be covered as additional insureds on the CGL policy with respect to liability arising out of work or operations performed by or on behalf of the Vendor including materials, parts, or equipment furnished in connection with such work or operations. General liability coverage can be provided in the form of an endorsement to the Vendor's insurance (at least as broad as ISO Form CG 20 10 11 85 or both CG 20 10, CG 20 26, CG 20 33, or CG 20 38; and CG 20 37 forms if later revisions used). Additional insured Name of Organization shall read "City of Stockton, its officers, officials, employees, and volunteers." Policy shall cover City of Stockton, its officers, officials, employees, and volunteers for all locations work is done under this contract.

Pri
mary Coverage

For any c
laims related to this contract, the Vendor's insurance coverage shall be primary and non­cont
ributory. Coverage for commercial liability shall be at least as broad as ISO CG 20 01 04 13 as respects the City of Stockton, its officers, officials, employees, and volunteers. Any insurance or self ­ins
urance maintained by the City of Stockton, its officers, officials, employees, or volunteers shall be excess of the Vendor's insurance and shall not contribute with it. This requirement shall also apply to any Excess policies. The City of Stockton does not accept endorsements limiting the Vendor's insurance coverage to the sole negligence of the Named Insured.

Um
brella or Excess Policy

The V
endor may use Umbrella or Excess Policies to provide the liability limits as required in this agreement. This form of insurance will be acceptable provided that all of the Primary and Umbrella or Excess Policies shall provide all of the insurance coverages herein required, including, but not limited to, primary and non­cont
ributory, additional insured, Self­Ins
ured
Retentions (SIRs), indemnity, and defense requirements. The Umbrella or Excess policies shall be provided on a true "following form" or broader coverage basis, with coverage at least as broad as provided on the underlying Commercial General Liability insurance. No insurance policies maintained by the Additional Insureds, whether primary or excess, and which also apply to a loss covered hereunder, shall be called upon to contribute to a loss until the Vendor's primary and excess liability policies are exhausted.

Notice of Cancellation

ATTACHMENT A
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Each insurance policy required above shall state that coverage shall not be canceled, except with notice to the City of Stockton.

Waiver of Subrogation

Vendor hereby grants to City of Stockton a waiver of any right to subrogation which any insurer of said Vendor may acquire against the City of Stockton by virtue of the payment of any loss under such insurance. Vendor agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not the City of Stockton has received a waiver of subrogation endorsement from the insurer.

Self-Insured Retentions

Se
lf­ins
ured retentions must be declared to and approved by the City of Stockton. The City of Stockton may require the Vendor to purchase coverage with a lower retention or provide proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention. The policy language shall provide, or be endorsed to provide, that the self­ ins
ured retention may be satisfied by either the named insured or City of Stockton. The CGL and any policies, including Excess liability policies, may not be subject to a self­in sured
retention (SIR) or deductible that exceeds $25,000 unless approved in writing by City of Stockton. Any and all deductibles and SIRs shall be the sole responsibility of Vendor or subcontractor who procured such insurance and shall not apply to the Indemnified Additional Insured Parties. City of Stockton may deduct from any amounts otherwise due Vendor to fund the SIR/deductible. Policies shall NOT contain any self­ins ured retention (SIR) provision that
limits the satisfaction of the SIR to the Named Insured. The policy must also provide that Defense costs, including the Allocated Loss Adjustment Expenses, will satisfy the SIR or deductible. City of Stockton reserves the right to obtain a copy of any policies and endorsements for verification.

Acceptability of Insurers
Ins
urance is to be placed with insurers authorized to conduct business in the state with a current A.M. Best's rating of no less than A­:VI
I, unless otherwise acceptable to the City of
Stockton.

Cla
ims Made Policies
If any of the
required policies provide coverage on a claims­made bas is:

1. The R
etroactive Date must be shown and must be before the date of the contract or the beginning of contract work.

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

3. If c
overage is canceled or non­renew
ed, and not replaced with another claims- made
pol
icy form with a Retroactive Date prior to the contract effective date, the Vendor must purchase "extended reporting" coverage for a minimum of five (5) years after completion of contract work.

Ver
ification of Coverage

Vendor shall furnish the City of Stockton with original certificates and amendatory endorsements or copies of the applicable policy language effecting coverage required by this clause and a copy of the Declarations and Endorsements Pages of the CGL and any Excess policies listing all policy endorsements. All certificates and endorsements and

ATTACHMENT A
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copies of the Declarations & Endorsements pages are to be received and approved by the City of Stockton before work commences. However, failure to obtain the required documents prior to the work beginning shall not waive the Vendor's obligation to provide them. The City of Stockton reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time. City of Stockton reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances.

Subcontractors

Vendor shall require and verify that all subcontractors maintain insurance meeting all the requirements stated herein, and Vendor shall ensure that City of Stockton is an additional insured on insurance required from subcontractors.

Special Risks or Circumstances

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

Certificate Holder Address

The address for mailing certificates, endorsements and notices shall be:

City of Stockton
Its Officers, Officials, Employees and Volunteers
400 E Main Street, 3rd Floor – HR
Stockton, CA 95202

ATTACHMENT A
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Contract Number: 17253

Exhibit C:

Further, if a delay occurs then the final 5% payment hereunder shall be paid by Library within sixty (60) days of shipment from Tech Logic. In any event, the final 5% payment hereunder shall be paid by Library within ninety (90) days from the date on which notification is made by Tech Logic to Library that the TLS is ready for shipment to Library.

Performance Bond & Payment Bond:

Costs associated with Performance & Payment bond requirements are the sole responsibility of the library.

Payment Schedule for Change Orders:

The payment of any Change Order shall be made in installments, with the first installment being due ten (10) days after the execution of the Change Order. The amount and payment terms of the Change Order shall be as set forth as above.

Interest Charges:

If any payments due from the Library to Tech Logic are deemed to be, in the sole discretion of Tech Logic, overdue, then interest charges thereon shall be paid by Library to Tech Logic at a rate of one and one -half percent (1.5%) per month.

ATTACHMENT A
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Contract Number: 17253

Software and Hardware Support
• Annual Support/Software License and Maintenance program costs are in addition to the item(s) quoted above. The Support/Software License(s) are required for the duration that the equipment is in use and is billed annually. Hardware Support is Optional.
• Annual Support/Software and Maintenance Programs automatically increase 2 % per year after the initial first year of paid annual support. Customer may qualify for savings with a multi-year pre-payment plan.

Notes:
1) SIP or SIP2 is required and needs to be acquired. Please ensure that the SIP & ILS implementations are of the latest vers ions. 2) The SIP interface which integrates AMH systems with ILS softwa re is provided by the ILS vendor.

ATTACHMENT A
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Contract: 17253

Exhibit E: Change Order
City of Stockton, Chavez Library
Amendment No.

Pursuant to Article 6 of the Contract, Tech Logic Corporation and the Library herein agree to Contract Amendment(s) as follow and as now reflected in Exhibit C, System Pricing, Component Description and Contract Amendment Schedule:

Item No. Last Qty New Qty Part No. Amendment Part Description Price Each Total Price

Total Amendment Price Change:

Comments:

This Exhibit is subject to any applicable provisions outlined in the Contract including, but not limited to, the general provisions outlined in Article 11 of the Contract. If there is deemed to be a material and direct discrepancy between any provisions within this Exhibit and provisions within the Contract, the Contract shall govern.

IN WITNESS WHEREOF, the parties hereto have executed this Change Order, as of the dates set forth below.

Tech Logic Corporation

Signature:

Gary Kirk, President
Date:

City of Stockton, CA
Chavez Library
Signature:

[Authorized Library Agent]
Date:

Tech Logic Corporation | Exhibit E: Change Order Page 1

ATTACHMENT A
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Contract # 17253

■ Tech Logic ■ Exhibit H Project Delivery Schedule Page 1

EXHIBIT H:

PROJECT SCHEDULE & DELIVERY

SCHEDULE
Stockton Public Library
Within thirty (30) days of the Effective Date, Library and Tech Logic shall complete this Exhibit H, “Project Schedule,” to create a schedule for all work to be completed on the TLS under Article 2. A separate Project Schedule shall be created within thirty (30) days of the execution of a Change Order for the purchase of additional TLS components.

Finalized Contract:

Dwg Approval Finalized:

Site Survey:

Begin Purchasing:

Begin Manufacturing:

Begin Assembly:

Assembly Complete:

Run, test, QA & QC:

Crate System:

Ship system:

Installation
Testing
Training
Aftercare begins

TECH LOGIC CORPORATION LIBRARY
(“Tech Logic”)

By: By:

Gary W. Kirk
President

Date: , 2024 Date: , 2024

ATTACHMENT A
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Tech Logic Corporation | Exhibit I: Software License Agreement Page 1

Exhibit I: Software License

Contract # 17253
This Software License Agreement (“Agreement”) is made upon the date of execution of this document, by and between Tech Logic Corporation (“Licensor”) and City of Stockton (“Library”).

Article 1: License Grant

1.01 License Grant.

A. License. Subject to the terms and conditions of this Agreement, Licensor grants Library a perpetual, nontransferable, nonexclusive license to use the computer program and user documentation listed in Exhibit A (the ‘Software’) at the Installation Address set forth in the Agreement. Library may install and use the Software’s computer program only on one machine at one time at the Installation Address. If Library desires additional copies of the Software’s computer program or user documentation, Licensor will provide such copies at the rates set forth in Exhibit C.

B. Restrictions. Library shall not (i) use the Software to provide services under any name other than that of Library; (ii) use the Software to process the data of third parties without Licensor’s prior written consent; (iii) use the Software in the operation of a service bureau; (iv) modify or change the Software; or (v) decompile, disassemble or otherwise reverse engineer the Software.

Article 2: Deliverables

2.01 Deliverables.

A. Software. Licensor shall provide Library one executable copy of the Software’s computer program and one copy of the Software’s user documentation. Library shall not copy the Software (except for one archival copy for back up purposes only) or the user documentation.

B. Hardware. Library shall arrange for the purchase or lease, installation, testing and maintenance of adequate hardware. Library shall be solely responsible for hardware maintenance, including periodic inspections, adjustments, and repair, whether through Library’s own means or through a Tech Logic maintenance program.

C. Installation, Maintenance, and Training. Licensor shall install and maintain the Software and provide training to Library’s employees pursuant to the terms of the Maintenance Agreement. Library shall provide internet capability to allow Licensor to access, review and modify the Software remotely.

ATTACHMENT A
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