City Council and Concurrent Authorities
May 14, 2024

Tech Logic Corporation | Contract 17253

ATTACHMENT A

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.

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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

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.

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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. T ech 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

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.

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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. T ech Logic shall observe and comply with any reasonable rules which the City has 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

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.

ATTACHMENT A
Tech Logic Corporation | Contract 17253 Page 9

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. M odify Patron 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.

ATTACHMENT A

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. Re sponsibility to Notify. 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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Tech Logic Corporation | Contract 17253 Page 11

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 th e event 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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Tech Logic Corporation | Contract 17253 Page 13
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 m ust pay the annual Software
License fee in order to receive the upgrades and telephone support. Annual Software License costs are described in Exhibit C.

ATTACHMENT A

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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Tech Logic Corporation | Contract 17253 Page 15

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.

ATTACHMENT A

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.

ATTACHMENT A
Tech Logic Corporation | Contract 17253 Page 17

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.

ATTACHMENT A

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.

ATTACHMENT A
Tech Logic Corporation | Contract 17253 Page 19

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.

ATTACHMENT A

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. E xhibit A: Tech Logic Response to RFP#
ii. Exhibit 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.

ATTACHMENT A
Tech Logic Corporation | Contract 17253 Page 21

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:

ATTACHMENT A
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

ATTACHMENT A

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.

ATTACHMENT A

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

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.

ATTACHMENT A

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

Lease Financing Option

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

ATTACHMENT A

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

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. W
orkers' 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. C
rime/Fidelity Bond ­ I
nsurance no less than $1,000,000 per occurrence, covering all officers and employees, for loss of proceeds caused by dishonesty.

5. C
yber Liability 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

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.

P
rimary Coverage

For a
ny claims related to this contract, the Vendor's insurance coverage shall be primary and non
­c
ontributory. 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 ­i
nsurance 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.

U
mbrella or Excess Policy

The
Vendor 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 non­c
ontributory, additional insured, Self­I
nsured
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

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

S
elf­i
nsured 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 i
nsured 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 self­i nsured
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 self­i nsured 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
I
nsurance 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:V
II, unless otherwise acceptable to the City of
Stockton.

C
laims Made Policies
If any of t
he required policies provide coverage on a claims­m
ade basis:

1. The
Retroactive 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
coverage is canceled or non
­r
enewed, and not replaced with another claims
- m
ade
policy 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.

V
erification 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

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

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

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
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

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
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

Article 3: Payments

3.01 Payments.

A. Library shall pay Licensor the Software license fees, in the amounts and under the terms set forth in Exhibit C. All fees shall be payable upon presentation of invoices. Licensor may change its license fees for additional copies of the Software upon thirty (30) days prior written notice.

Article 4: Confidentiality

4.01 Confidentiality.

A. Library agrees that neither Library, its agents, nor, its employees shall in any manner use, disclose or otherwise communicate any information with respect to the Software which might enable copying of all or any portion of the Software. Library agrees to take all necessary action to protect the confidential and proprietary information included in the Software, including appropriate instructions and agreement with its employees.

Article 5: Title

5.01 Title.

A. Library agrees that Licensor owns all copyright, trade secret, patent, trademark and other proprietary rights in and to the Software, including all modifications thereto.

Article 6: Warranty and Support

6.01 Warranty.

A. Licensor warrants that it has clear title to the Software. Licensor further warrants that for a period of three hundred sixty-five (365) days after installation, the Software, if used by Library in accordance with the Software’s user documentation, will substantially perform the functions set forth in Exhibit B. LICENSOR MAKES NO OTHER WARRANTIES,

EXPRESS OR IMPLIED, INCLUDING WARRANTIES AS TO MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

6.02 Support Procedures.

A. Access to Online Support Services. Under this software license, all Tech Logic customers have 24/7 access to online support services, including the ability to submit and view online help tickets. For details, see the Customer Care Guidelines.

B. Access to P hone Support Services. Under this software license, all Tech Logic customers have access to toll free phone and email support. For details, see the Customer Care Guidelines.

ATTACHMENT A
Tech Logic Corporation | Exhibit I: Software License Agreement Page 3

C. Remote and Onsite Service Support. Library will notify Tech Logic of any software issue via telephone (1- 866-880-9981 or 651- 389-4990), email to customercare@tech - logic.com or via online ticket submitted through the 24/7 customer portal. For details regarding this process, please see Tech Logic’s Customer Care Guidelines (Exhibit L). i. Tech Logic will attempt to correct the issue via remote technical support. Tech Logic will seek permission from the Library to access the system via remote proxy. ii. Should Library and Tech Logic agree that an onsite service visit is required, Tech Logic shall provide the Library with an action plan including the anticipated travel and on-site time expected to correct the issue as well as a quote for the onsite service call, unless onsite service is covered through the terms of a specific warranty or maintenance program (e.g. AMH Warranty Continuation Plan). Upon receiving authorization from the Library, Tech Logic will proceed with the onsite service visit.

D. Response Time. Tech Logic works diligently to resolve support requests as quickly as possible upon receipt. If needed, Tech Logic has established resolution benchmarks based upon the relative severity of each issue. For information about these benchmarks, please see our Customer Care Guidelines (Exhibit L)
E. Tech Logic Software Updates and Upgrades. Under this software license, Tech Logic ensures optimal functionality of Tech Logic software within the library’s IT ecosystem. i. Tech Logic takes care of all upgrades to our software, ensuring these updates are accomplished remotely by our customer care team with prior permission from the library for remote access.
ii. Upgrades to our software will be announced by Tech Logic and scheduled with the customer at a mutually agreed upon date and time during operating hours of Tech Logic. Should special circumstances require scheduling outside of operating hours, services will be quoted and approved by customer prior to scheduling. iii. Upgrades are done via remote session with the customer’s permission. Should the customer request onsite upgrade assistance, Tech Logic will provide a quote for this service to be approved by the customer prior to execution. iv. Transitions to entirely new software products/platforms are not included in this license. v. Tech Logic software releases are based on customer’s individual requirements, enhancement requests, or as a result of a bug fix impacting the functionality of the system. This is scheduled through Tech Logic’s customer care team, who will work on behalf of the Library with our software team.
vi. T ech Logic installs LogMeIn on each PC prior to leaving the manufacturing facility in order to remotely access the machine to apply any patches and/or upgrades as needed. Updates are performed by either a member of our customer care team or by one of our software engineers. Tech Logic will always call and ask permission prior to logging in to ensure the Library is aware we are accessing the system.

ATTACHMENT A

F. Generic (e.g. OS, CPU, Network) Maintenance and Updates. When it comes to generic (e.g. OS, CPU, library network) updates, Tech Logic’s solutions are on-premise software systems that will reside and operate on the library’s servers (onsite or virtual) and on the library’s network. Like other on-premise systems within the library, the proposed solutions will benefit from and depend on the library’s network security, backup, remediation, restoration, and update policies and procedures.
i. While Tech Logic can provide consultation regarding OS, CPU, security, and anti - virus updates, purview and responsibility belongs to the library’s IT organization to decide what tools and practices they want to implement—within the bounds outlined in Article 3 of the Contract.

G. System Uptime. Tech Logic’s software solutions are on-premise systems that will reside and operate on the library’s servers (onsite or virtual) and on the library’s network. Tech Logic will work diligently to ensure optimal and up-to-date function of our products within the library’s IT ecosystem.
i. Because the proposed Tech Logic solutions are on premise, system uptime will depend largely upon the performance of the library’s server(s), network, hardware, and other infrastructure serving the library’s premises. With this in mind, we are confident that our solutions will maintain excellent uptime.

H. Special Projects. Special projects, such as changes to ILS provider and any reconfiguration and/or testing specific to an ILS upgrade and/or conversion, will be a billable service to the Library for software support. A quote for services will be provided and a scope of work determined for the project. Library network issues are not covered under the support parameters of this program and are billable to the Library if they are deemed necessary to make corrective action.

I. Product Serviceability. If Tech Logic finds that a library’s operating system is no longer serviceable due to the age of the equipment, end of product life, or discontinuation by the manufacturer, then Tech Logic will notify the Library and will advise of new purchase options.
i. Upon distribution of Library notification, discontinued parts and/or products will be removed from the warranty program.
ii. Tech Logic may elect to discontinue certain products for reasons including but not limited to the following: the product is obsoleted at the end of its life cycle, key product components are no longer being manufactured, vendor obsolescence or technology obsolescence.

Article 7: General Provisions

7.01 General Provisions.

A. T his 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.

ATTACHMENT A
Tech Logic Corporation | Exhibit I: Software License Agreement Page 5 Exhibit I 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:

Library Agent
Date:

ATTACHMENT A
Tech Logic Corporation | Exhibit J: Optional Exd. Hardware Warranty Page 1

Exhibit J: Extended Hardware
Warranty (Optional)
Contract # 17253
Stockton Public Library
This (OPTIONAL) EXTENDED HARWARD WARRANTY by and between Tech Logic Corporation (“Tech Logic”) and The City of Stockton (“Library”) becomes effective beginning on the first day after the one-year warranty expiration and upon execution of this document by the parties, expiring one year (365 days) from that date.

WHEREAS Library desires to enter into a Service Agreement for its Tech Logic System; And
WHEREAS Tech Logic represents and warrants that it possesses the skill, experience, knowledge, and qualifications to provide service hereunder.

NOW THEREFORE in consideration of the promises of each party to the other hereunder, and for other good and valuable consideration, the parties agree as stated in the aforementioned articles.

Article 1: Optional Extended Hardware Warranty

1.01 Optional Extended Hardware Warranty.

A. Availability. The optional Extended Hardware Warranty is available after the first -year warranty outlined in Article 8 of the Contract.

B. Costs. Costs are billed annually (unless prepaid) for each year that the library chooses to purchase this service.
i. The price of the Optional Extended Hardware Warranty for the hardware outlined in Exhibit C is payable within 12 months of completion of installation, and each year thereafter for as many subsequent years as the Library chooses to renew. Costs automatically increase by 2% each year after year two, unless prepaid. ii. Discount pricing is available for multiple year pre-payment.

Years (After First- Year Warranty) If Pre-Paid in a Lump Sum 2 $13,687.47
2–3 $26,006.19
2–4 $38,188.04
2–5 $61,593.61

ATTACHMENT A

Article 2: Extended Hardware Warranty Procedures

2.01 Extended Hardware Warranty.

A. Defective hardware falling within the Extended Hard- ware Warranty Program will be repaired or replaced—via the procedures outlined in section 2.02 or 2.03—with those of like-kind and quality, and may be new, non -original manufacturer, or remanufactured.

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

2.02 Standard Procedures
A. Service Procedures. If, within the Extended Hardware Warranty period, any hardware proves defective due to defects in material or workmanship, Library shall promptly notify Tech Logic of product defect via telephone (1 -866-880-9981 or 651-389-4990), email to [email protected] or via the contact methods outlined within our Customer Care Guidelines.

B. Depending on the product and the defect, and subject to confirmation that the equipment meets Tech Logic’s warranty requirements, Tech Logic’s Customer Care Team will either fix the issue remotely, help the Library 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.

C. Hardware Return Under Warranty. If applicable, Tech Logic may require return of the defective product prior to refund or replacement.
i. If return of equipment is necessary, Tech Logic will assign a return merchandise authorization (RMA) and notify the Library. All returned merchandise must include the RMA number.
ii. The Library shall securely package the defective equipment and inform Tech Logic’s Customer Care Team that the equipment is ready for shipment. iii. Upon notification from the Library, Tech Logic will send a call tag for pickup and return. iv. When service is complete, Tech Logic will ship the repaired or replaced equipment to the Library via regular ground. Requests for expedited return will be accommodated, when possible, at the Library’s expense—otherwise, all parts, labor, shipping, etc. will be at Tech Logic’s expense. Tech Logic shall not be responsible for any loss or damage incurred in shipping.
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.

ATTACHMENT A
Tech Logic Corporation | Exhibit J: Optional Exd. Hardware Warranty Page 3

2.03 Onsite Service (QUOTED)
A. Should the Library and Tech Logic agree that an onsite service visit is required rather than hardware return shipment (please note that scenarios requiring onsite service are very rare for security gates, self-checkout units, staff stations, and other similar solutions) Tech Logic will provide the Library with an action plan including the anticipated travel and on-site time expected to correct the issue as well as a quote for the onsite service call.

Upon receiving authorization from the Library, Tech Logic will proceed with the onsite service visit.

2.04 Product Serviceability.

A. Product Serviceability. If Tech Logic finds that a solution is no longer serviceable because parts are not available due to the age of the equipment, end of product life, or dis - continuation by the manufacturer, then Tech Logic will notify the Library and will advise of new purchase options.
i. Upon distribution of Library notification, discontinued parts and/ or products will be removed from the warranty program.
ii. Tech Logic may elect to discontinue certain products for reasons including but not limited to the following: the product is obsoleted at the end of its life cycle, key product components are no longer being manufactured, vendor obsolescence or technology obsolescence.

2.05 Routine Weekly Maintenance Not Included.

A. Routine weekly maintenance as described in the original maintenance documentation provided at the time of sale shall continue to be the responsibility of the Library. Lack of required machine maintenance may preclude and/or cancel this Extended Hardware Warranty program.

Article 3: Terms and Conditions

3.01 Finance Charge.

A. Delinquent payments shall incur a finance charge of 1.5% per month, with service being suspended until the account is cleared.

3.02 Limitation of Liability for Consequential and Similar Damages.

A. In no event shall Tech Logic be liable to Library 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. 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.

ATTACHMENT A

3.03 Limitation on Amount of Damages.

A. 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.

3.04 Other Limitations
A. Replacement or Repair. Tech Logic shall determine whether the components should be replaced or repaired.

B. Misuse. Any damage to 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 Extended Hardware Warranty program. Any warranty is void if the System is modified or altered without the knowledge and written permission of Tech Logic.

C. Movement. The warranty herein shall remain in effect should the Library move Tech Logic solutions to another location only if said move is coordinated/acknowledged by Tech Logic.
i. For security gates, should the gate(s) be removed for any reason and then be re - installed by the Library, additional charges may be incurred for reconfiguration and system optimization. Tech Logic accepts no responsibility for functionality after reinstallation unless the gate(s) are reinstated by a Tech Logic certified technician.

3.05 Assignment.

A. This Extended Hardware Warranty Program and all rights and obligations hereunder shall not be assignable by Library except with the prior written consent of Tech Logic. A change in control shall be deemed an assignment subject to this subsection. This Extended Hardware Warranty Program shall be binding upon each party’s permitted successors and assigns.

3.06 Modification.

A. Any modification or alteration of this Extended Hardware Warranty Program shall be effective only upon written agreement of the parties thereupon.

3.07 Notices.

A. To give notice under this Agreement, the Notice must be in writing and sent by postage prepaid first-class mail, receipted courier service, or electronic mail to the address which appears below each party’s signature below or to such other address as any party shall specify.

ATTACHMENT A
Tech Logic Corporation | Exhibit J: Optional Exd. Hardware Warranty Page 5

3.08 Automatic Renewal.

A. The Extended Hardware Warranty Program commences on the Effective Date and, subject to this Extended Hardware Warranty Program, continues from year to year in automatic renewal to be invoiced yearly at anniversary date. Either Party may give written notice to the other not fewer than thirty (30) business days before the annual anniversary of the Effective Date of this Extended Hardware Warranty Program for renewal to be declined.

3.09 Complete Agreement.

A. Complete Agreement. This Extended Hardware Warranty Program serves as an Exhibit within the Contract between Tech Logic and Library. The Contract and all 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.

B. Exhibit is Subject to the Contract. 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.

Exhibit 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:

Stockton Public Library
Signature:

Library Agent
Date:

ATTACHMENT A
Tech Logic Corporation | Exhibit L: Customer Care Guidelines Page 1

Exhibit L: Customer Care Guidelines

City of Stockton, CA- Chavez Library
The following Customer Care Guidelines provide an outline of Tech Logic’s overall customer service procedures and benchmarks for all Tech Logic warranties, software licenses, and maintenance programs.

For detailed information about each specific warranty, license, or maintenance program, please see the corresponding program’s terms. Wherever program-specific terms differ from these Customer Care Guidelines, the program-specific terms will govern.

Article 1: Contacting Customer Care

1.01 Contacting Customer Care.

A. Tech Logic offers comprehensive service and technical support to maximize product reliability and performance. Services include the following:
i. Toll-free phone support, available as a standard service (1-866-880-9981). ii. Email support via [email protected]
iii. A web-based ticket entry system that provides 24/7 online access iv. Scheduled updates of Tech Logic software, included with Library’s First-Year Warranty and subsequent Software License

1.02 Normal Operating Hours
A. Normal Operating Hours. Our customer care team is available Monday–Friday from 8am– 5pm CST. When you call our toll free number (1- 866-880-9981) or email us at [email protected], you are connected with Tech Logic’s customer care team at our headquarters in Oakdale, MN. Or, if you make contact through our 24/7 web-based ticket entry system, the customer care team will reach out to you regarding the ticket.

B. Exclusions. Normal operating hours exclude company holidays defined as New Year’s Day, Memorial Day, July 4th, Labor Day, Thanksgiving Day, the Friday after Thanksgiving, and Christmas Day. Holidays falling on Saturday will be observed on the Friday before.

Holidays falling on Sunday will be observed the Monday after.

1.03 N ight and Weekend Service Hours
A. Tech Logic’s web-based ticket entry system provides 24/7 online access to our customer care team. This ticketing system is monitored after hours and on weekends to ensure assistance during off hours for critical situations.

ATTACHMENT A

Article 2: Procedures

2.01 Procedures.

A. Support Efforts. Tech Logic’s customer care team will make every reasonable effort during Tech Logic’s normal business hours (or off-hours for critical situations) to respond to and resolve all support requests as quickly as possible. The procedures indicated in Artice 2 initiate upon our service team’s receipt of a properly submitted support request via telephone, email, or online web-based ticket entry.

B. Remote Technical Support. When the library makes contact with Tech Logic’s customer care team during normal operating hours via our toll-free number (1-866-880-9981) or via email ([email protected]) the library will be connected with our customer care team. Or, if the library makes contact via 24/7 web- based ticket entry system, the customer care team will reach out to the library regarding the ticket. i. Once contact is made, the customer care specialist will activate remote access to the product (with the library’s permission) to analyze the issue. ii. The customer care specialist will, if at all possible, resolve the issue within the remote session. Otherwise, the customer care specialist will propose a plan of action, working closely with the library to secure a timeline and procedure for resolution based on the severity of the issue and corresponding with any relevant warranty, software license, or maintenance program considerations.

C. Escalated Support. Should the issue (received through our toll-free number, email, or via 24/7 web-based ticket entry system) require escalation beyond remote technical support (outlined in section 2.01.B), the customer care specialist will escalate the case to Tech Logic’s customer care manager and the team will contact the library to establish the resolution plan. i. Tech Logic will provide the library with an action plan including, if needed, any anticipated parts repair/replacement or onsite time as well as a quote, if applicable, for any part(s), shipping, or onsite service expenses (any or all such parts, shipping, or labor charges may be waived depending on applicable warranty and/or maintenance program terms).

D. H ardware Return Under Warranty. If return of equipment is necessary, Tech Logic will assign a return merchandise authorization (RMA) and notify the library. All returned merchandise must include the RMA number.
i. The library shall securely package the defective equipment and inform Tech Logic’s customer care team that the equipment is ready for shipment. Tech Logic will send a call tag for pickup and return, with expense considerations depending on any relevant warranty, license, or maintenance program terms.
i. Tech Logic will ship the repaired or replaced equipment back to the library via regular ground. Requests for expedited return will be accommodated when possible, at the library’s expense. Other expense considerations for parts, labor, shipping, etc. will depend on the relevant warranty, license, or maintenance program terms i. Tech Logic shall not be responsible for any loss or damage incurred in shipping.

ATTACHMENT A
Tech Logic Corporation | Exhibit L: Customer Care Guidelines Page 3 E. Onsite Service. Should onsite service be required, Tech Logic will seek authorization from the library to appear onsite.
i. Upon authorization by the Library, Tech Logic will dispatch a highly trained service professional to arrive onsite—generally within 24 hours, depending on the severity of the issue and on the time at which Tech Logic receives authorization for onsite service.

Any charges for onsite service expenses may be waived depending on the relevant warranty, license, or maintenance program terms.

Article 3: Response/Resolution Benchmarks

3.01 Response/Resolution Benchmarks.

A. Tech Logic works diligently to resolve all support requests as quickly as possible upon receipt. Most situations are resolved by remote technical support within the first interaction. If needed, Tech Logic will assign a priority level to each support request and designate resources to resolve each issue according to its priority and resolution benchmarks (outlined below). Please note that, while we take every support request very seriously and make every effort to resolve each issue as quickly as possible, the resolution benchmarks shown here should not be construed as guarantees. i. Priority 1 is a complete loss of service, meaning that the library is unable use the equipment. Typically, the issue has one or more of the following characteristics:

Hardware failure makes the equipment unusable; Software does not start; Software crashes and is unrecoverable. Priority 1 Benchmarks: Resolution plan proposed no more than three hours from support request; Resolution implemented no more than one business day from support request (plus any applicable shipping time). ii. Priority 2 is a production-inhibiting problem that causes a software error or intermittent behavior that leads to partial loss of service. Operations, however, can continue in a restricted fashion. Typically, the issue has one or more of the following characteristics: Software fails, but restart or recovery is possible; Hardware failure, but a restart provides recovery of operation; Software performance is degraded; A major feature is broken that seriously impacts usability and productivity. Priority 2 Benchmarks: Resolution plan proposed no more than one business day from support request; Resolution implemented no more than two business days from support request (plus any applicable shipping time).
iii. Priority 3 involves a question about a specific usage or feature of the product, or a problem that causes minor operational inconvenience. Typically, the issue has one or more of the following characteristics: Software or hardware issue for which there is an acceptable work-around; Software error or hardware issue in which the operational impact is minimal. Priority 3 Benchmarks: Resolution plan proposed no more than three business days from support request; Resolution implemented within a timeframe that is agreed upon with the library.

ATTACHMENT A

Article 4: System Uptime

4.01 System Uptime
A. Tech Logic works diligently to ensure optimal and up-to-date function of our products within the library’s IT ecosystem. Because the proposed Tech Logic solutions are on premise, system uptime will depend largely upon the performance of the library’s server(s), network, hardware, and other infrastructure serving the library’s premises. With this in mind, we are confident that our solutions will maintain excellent uptime. For more information, please see the Software License (Exhibit I).

ATTACHMENT A