Agenda — Taft City Council, October 17, 2023

TAFT CITY COUNCIL/SUCCESSOR AGENCY

JOINT REGULAR MEETING AGENDA
TUESDAY, OCTOBER 17, 2023

CITY HALL COUNCIL CHAMBER
209 E. KERN ST., TAFT, CA 93268
________________________________________________________________________________________________________________________________ City of Taft Council Meetings are being held in-person with full capacity seating and are livestreamed at https://www.youtube.com/user/CityofTaft. Public comment can be made in person and also can be received per the following:
• Written comments may be dropped off in the drop box in front of City Hall. • Comments may be emailed to the City Clerk at [email protected]. • Made by phone to the City Clerk’s office at (661) 763-1222. • Public comments will be accepted up until 5:00 PM the day of the meeting. • Any comments received will be read into the record.
________________________________________________________________________________________________________________________________ REGULAR MEETING 6:00 P.M.

Pledge of Allegiance
Invocation
Roll Call: Mayor Noerr
Mayor Pro Tem Krier
Councilmember Bryant
Councilmember Waldrop
Councilmember Chavira

1. ANNUAL MILITARY EQUIPMENT REPORT - COMMUNITY ENGAGEMENT MEETING Recommendation – Open the floor for community engagement, comment and feedback on the Taft Police Department’s 2022-2023 Annual Military Equipment Report presented to Council on September 5, 2023.

2. ANNUAL REVIEW AND RENEWAL OF ORDINANCE 847-22 ADOPTING THE MILITARY EQUIPMENT USE POLICY IN ACCORDANCE WITH AB 481
Recommendation –

1. Review of Ordinance

2. Motion to adopt a resolution entitled A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TAFT RENEWING ORDINANCE 847-22, ADOPTING THE CITY OF TAFT POLICE DEPARTMENT (TPD) MILITARY EQUIPMENT USE POLICY, IN ACCORDANCE WITH ASSEMBLY BILL 481 and find that the activity is not a project per the California Environmental Quality Act (CEQA) as set forth in Section 15060(c)(3) and Section 15378 of the CEQA Guidelines.

3. CITIZEN REQUESTS/PUBLIC COMMENTS

COMMENTS ARE TO BE RECEIVED AS STATED IN ABOVE POLICY

THIS IS THE TIME AND PLACE FOR THE GENERAL PUBLIC TO ADDRESS THE CITY COUNCIL ON MATTERS WITHIN ITS JURISDICTION. STATE LAW PROHIBITS THE COUNCIL FROM ADDRESSING ANY ISSUE NOT PREVIOUSLY INCLUDED ON THE AGENDA. COUNCIL MAY RECEIVE COMMENT AND SET THE MATTER FOR A SUBSEQUENT MEETING. PLEASE LIMIT COMMENTS TO FIVE MINUTES.

4. COUNCIL STATEMENTS (NON-ACTION)

5. PLANNING COMMISSION REPORT
City of Taft Council/Successor Agency Meeting
Agenda
October 17, 2023

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6. DEPARTMENT REPORTS

7. CITY MANAGER STATEMENTS

8. CITY ATTORNEY STATEMENTS

9. FUTURE AGENDA REQUESTS
********************************************************************************************************* CONSENT CALENDAR ITEMS 10-14
All items listed on the Consent Calendar shall be considered routine and will be enacted by one roll call vote. There will be no separate discussion of these items unless a member of the City Council requests specific items to be removed from the Consent Calendar for separate action. Any item removed from the Consent Calendar will be considered after the regular business items. Are there any items on the consent calendar that any member of the public would like to comment on?

10. MINUTES
October 3, 2023 Regular
Recommendation – Approve as submitted.

11. PAYMENT OF BILLS
Warrant # 092923A Check No. 98538-98541 $ 31,611.12
Warrant # 092923 Check No. 98542-98596 $ 611,917.18
Warrant # 092923 Check No. 98597-98598 $ 570.00
Recommendation – Approve payment of the bills.

12. MONTHLY REPORT FOR KERN COUNTY FIRE STATION NO. 21- SEPTEMBER 2023 Recommendation – Receive and file the monthly report for September 2023 from Kern County Fire Station Number 21 and find that the activity is not a project per the California Environmental Quality Act (CEQA) as set forth in Section 15060(c)(3) and Section 15378 of the CEQA Guidelines.

13. PROFESSIONAL SERVICES AGREEMENT WITH HOUSEAL LAVIGNE ASSOCIATES FOR ON-CALL GEOGRAPHIC INFORMATION SYSTEM (GIS) SERVICES THROUGH FY 2025-26 Recommendation – Motion to approve the professional services agreement between the City of Taft and Houseal Lavigne Associates, and to authorize the Mayor to execute said agreement, and find that the activity is not a project per the California Environmental Quality Act (CEQA) as set forth in Section 15060(c)(3) and Section 15378 of the CEQA Guidelines.

14. APPROVAL OF EXTENDING AGREEMENT WITH AMERICAN OFFICE SOLUTIONS (AOS) FOR

INFORMATION TECHNOLOGY (IT) SERVICES
Recommendation – Motion to approve extending the agreement with American Office Solutions for Information Technology (IT) Services, authorize the Mayor to execute said agreement and find that the activity is not a project per the California Environmental Quality Act (CEQA) as set forth in Section 15060(c)(3) and Section 15378 of the CEQA Guidelines.

City of Taft Council/Successor Agency Meeting
Agenda
October 17, 2023

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CLOSED SESSION
A. CONFERENCE WITH LEGAL COUNSEL – ANTICIPATED LITIGATION Significant exposure to litigation pursuant to paragraph 2 or 3 of subdivision (d) of Section 54956.9 (d) – one (1) potential case
B. CONFERENCE WITH LABOR NEGOTIATOR, CRAIG JONES, CITY MANAGER Government Code 54957.6 – All units
C. CONFERENCE WITH LEGAL COUNSEL – EXISTING LITIGATION
Government Code Section 54956.9 (a) – Taft Union High School vs. City of Taft

ADJOURNMENT
AMERICANS WITH DISABILITIES ACT: In compliance with the Americans with Disabilities Act, if you need special assistance, a disability-related modification or accommodation, agenda materials in an alternative format, or auxiliary aids to participate in this meeting, please contact the Office of the City Clerk at (661) 763-1222 or [email protected] as soon as possible. Providing at least 72 hours’ notice will help ensure that reasonable arrangements can be made.

AFFIDAVIT OF POSTING
I, Darnell Porter, declare as follows:

That I am the Deputy City Clerk for the City of Taft; that an agenda was posted on a public information bulletin board located near the door of the Civic Center Council Chamber on October 12, 2023 at ________ a.m. /p.m., pursuant to 1987 Brown Act Requirements.

I declare under penalty of perjury that the foregoing is true and correct.

Executed October 12, 2023, at Taft, California.

Signature _________
REVIEWED BY:

CITY CLERK FINANCE DIRECTOR CITY MANAGER
City of Taft Agenda Report
____________________________________________________________________________________________________________ DATE: OCTOBER 17, 2023
TO: HONORABLE MAYOR AND COUNCIL MEMBERS
AGENDA MATTER:

ANNUAL MILITARY EQUIPMENT REPORT - COMMUNITY ENGAGEMENT MEETING SUMMARY STATEMENT:

Pursuant to Assembly Bill 481, an invitation for community engagement was put out to the community at large, through a publication in the Taft Midway Driller, publication of invitation on the City’s website, Facebook account, and the public posting board at City Hall to receive comment feedback and engagement regarding the Police Departments 2022-2023 Annual Military Equipment Report that was presented to Council on September 5, 2023.

The report remains available on the City’s website.

RECOMMENDATION:

Open the floor for community engagement, comment and feedback on the Taft Police Department’s 2022-2023 Annual Military Equipment Report presented to Council on September 5, 2023.

IMPACT ON BUDGET (Y/N): No
ATTACHMENT (Y/N): No
PREPARED BY: Chief of Police
REVIEWED BY:

ANNUAL REVIEW AND RENEWAL OF ORDINANCE 847-22 ADOPTING THE MILITARY EQUIPMENT USE POLICY IN ACCORDANCE WITH AB 481
SUMMARY STATEMENT:

Assembly Bill 481 (“AB 481”), approved by the Governor on September 30, 2021, requires law enforcement agencies to obtain approval of their Military Equipment Use Policy from their governing body. In response to this requirement the City Council adopted Ordinance 847-22 on July 19, 2022. Per AB 481, and Ordinance 847-22, an Annual Military Equipment Use Report is to be submitted to Council by the Police Department for review and renewal of said Ordinance. This report was submitted and reviewed by Council at their September 5, 2023 meeting, and the Ordinance is now being brought back for review and renewal by resolution.

RECOMMENDATION:

1. Review of Ordinance

2. Motion to adopt a resolution entitled A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TAFT RENEWING ORDINANCE 847-22, ADOPTING THE CITY OF TAFT

POLICE DEPARTMENT (TPD) MILITARY EQUIPMENT USE POLICY, IN ACCORDANCE WITH ASSEMBLY BILL 481 and find that the activity is not a project per the California Environmental Quality Act (CEQA) as set forth in Section 15060(c)(3) and Section 15378 of the CEQA Guidelines.

IMPACT ON BUDGET (Y/N): No
ATTACHMENT (Y/N): Yes, Copy of Adopted Ordinance 847-22 and Resolution PREPARED BY: City Clerk
ORDINANCE NO. 847- 22

AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF TAFT,
CALIFORNIA ADDING CHAPTER 13 TO TITLE VIII OF THE TAFT

CITY CODE RELATING TO THE ADOPTION OF A MILITARY

EQUIPMENT USE POLICY, IN ACCORDANCE WITH ASSEMBLY
BILL 481
WHEREAS, on September 30, 2021, Governor Newsom signed into law Assembly Bill AB") 481 to address the funding, acquisition, and use of military equipment, as that term is defined by Government Code Section 7070( c); and
WHEREAS, AB 481 requires adoption of a military use equipment policy (" Policy") by the City Council before the Taft Police Department (" Department") may take action to request military equipment; seek funds ( such as grants or in-kind donations) for acquiring military equipment; actually acquire military equipment, either permanently of temporarily by owning, borrowing, or leasing; collaborate with other law enforcement agencies to deploy or use military equipment in the agency' s territorial jurisdiction; use new or existing military equipment in a manner not previously subject to AB 481' s scope; solicit or respond to a proposal for, or enter into an agreement with, any person or entity to seek funds for, apply for, acquire, use, or collaborate in using military equipment; or to acquire military equipment through any other means not specifically detailed in the statute; and
WHEREAS, in accordance with AB 481, the proposed Policy was made available on the website on the Department website at least thirty (30) days prior to the public hearing by the City Council to adopt the Policy; and
WHEREAS, in accordance with AB 481, the Policy is on the agenda as an open session item at a regular meeting of the City council, and public comment on the item will be allowed in accordance with the Brown Act; and
WHEREAS, this Ordinance will be reviewed by the City Council at least annually and based on an annual military equipment report that will be submitted to the City Council pursuant to AB 481.

NOW THEREFORE, THE CITY COUNCIL OF THE CITY OF TAFT DOES HEREBY ORDAIN AS FOLLOWS:

SECTION 1. Incorporation of Recitals. The Recitals set forth above are incorporated herein, are made findings and determination of the City Council, and are an operative part of this Ordinance.

SECTION 2. Findings. Pursuant to Government Code Section 7071( d)( 1), as may be amended or renumbered from time to time, the City Council hereby makes the following findings in support of its adoption ofthe Policy:

A. The military equipment identified in the Policy is necessary because there is no reasonable alternative that can achieve the same objective of officer and civilian safety.

B. The proposed Policy will safeguard the public' s welfare, safety, civil rights, and civil liberties.

Ordinance No. 847- 22
July 19, 2022

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C. Ifthe Department purchases military equipment pursuant to the Policy, the equipment is reasonably cost effective compared to available alternatives that can achieve the same objective of officer and civilian safety.

D. Prior military equipment use complied with the military equipment use policy that was in effect at the time, or if prior uses did not comply with the accompanying military equipment use policy, corrective action has been taken to remedy nonconforming uses and ensure future compliance.

E. The Military Equipment Use Policy is found within the Taft Police Department Policies and Procedures as Policy 710.

F. The Military Equipment Use Policy, set forth as Policy 710 in the Taft Police Department Policies and Procedures, was published on the Taft Police Departments internet website on May 16, 2022.

G. Policy 710 of the Taft Police Department Manual was presented to the City Council on June 21, 2022.

SECTION 3. Adoption of the Military Equipment Policy. The City Council hereby makes the following determinations:

A. The military equipment identified in Taft Police Department Policy 710 is necessary because there are no reasonable alternatives that can achieve the same objectives of officer and civilian safety.

B. The Military Equipment Use Policy, as set forth in Taft Police Department Policies and Procedures Policy 710, will safeguard the public' s welfare, safety, civil rights, and civil liberties.

C. The Military Equipment Use Policy, as set forth in Taft Police Department Policy and Procedures Policy 710, is approved and adopted.

D. A copy of Taft Police Department Policy 710 may be obtained on the City of Taft website at Military Equipment Policy - Taft CA ( cityoftaft. org), from the Taft Police Department or from the City Clerk.

SECTION 4. CEQA Determination. The City Council finds and determines that this Ordinance is not a " project" for the purposes of the California Environmental Quality Act CEQA), as the ordinance does not have the potential for resulting in either a direct physical change in the environment, or a reasonably indirect physical change in the environment. As such, the adoption of this ordinance is not subject to CEQA.

SECTION 5. Severability. If any section or provision of this Ordinance is for any reason held to be invalid, unconstitutional, illegal, or unenforceable by any court of competent jurisdiction, or contravened by reason of any preemptive legislation, then such section or provision shall be severed and shall be inoperative, and the remainder of this Ordinance shall remain in full force and effect.

SECTION 6. Effective Date and Publication. This ordinance shall take effect thirty ( 30) days after the date of its adoption, and within fifteen ( 15) days after its adoption shall be published at least once in a newspaper of general circulation, published, and circulated in the City of Taft together with the names of members of the City Council voting for and against same.

Ordinance No. 847- 22
July 19, 2022

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PASSED AND ADOPTED on this 19t' day of July, 2022.
oerr, ayor
Attest:

Yve e ayfield, MMC
City Cl
Approved as to form:

Jaso p on, City Attorney
STATE OF CALIFORNIA }

COUNTY OF KERN SS

CITY OF TAFT
I, Yvette Mayfield, City Clerk of the City of Taft, do hereby certify that the foregoing Ordinance had its first reading on June 21, 2022, and had its second reading on July 19, 2022, and was passed by the following vote:

AYES: COUNCIL MEMBERS: Krier, Bryant, Eveland, Whiting, Noerr NOES: COUNCIL MEMBERS: None
ABSTAIN: COUNCIL MEMBERS: None
ABSENT: COUNCIL MEMBERS: None
Y e ayfield, MMC
City 1 rk
RESOLUTION NO. ___________

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TAFT RENEWING ORDINANCE 847-22, ADOPTING THE CITY OF TAFT POLICE DEPARTMENT (TPD) MILITARY EQUIPMENT USE POLICY, IN ACCORDANCE WITH ASSEMBLY BILL 481
WHEREAS, Government Code Sections 7071 et. seq. codifies Assembly Bill 481 (effective January 1, 2022) and requires legislative bodies to adopt ordinance approving military equipment use policies before law enforcement agencies can continue to engage in activities related to the funding, acquisition, or use of military equipment; and WHEREAS, the TPD has military equipment in its inventory; and WHEREAS, in July 2022. The City Council adopted Ordinance 847-22, adding Chapter 13 to Title VIII to the Taft Municipal Code, to establish the requirements for approval and annual review of a military equipment policy along with approving Taft Police Department Policy 710; and WHEREAS, the TPD Military Equipment Use Policy 710, posted on the department’s website since its adoption, sets forth a military equipment funding, acquisition, and use policy that is consistent with the TPD’s current practices, complies with all requirements of the Government Code and the Taft Municipal Code, will continue to ensure ongoing regulation and compliance with the law going forward and will continue to provide a means of community engagement and transparency regarding use of military equipment by the TPD; and WHEREAS, the TPD has posted to it’s website and submitted to the City Council, its AB 481 Military Equipment Annual Report for 2022-2023, describing how its military equipment was used and its purpose, a summary of any complaints or concerns, the results of any audits or violations of the policy, the total annual cost of each type of military equipment, the quantity possessed, and the intention, if any, to acquire additional equipment in the next year; and WHEREAS, the Government Code and the Taft Municipal Code require that, following receipt of the annual report, the City Council conduct an annual review of the ordinance adopting the Military Equipment Use Policy and vote on whether to renew the ordinance; and WHEREAS, on September 5, 2023, the City Council received and reviewed the annual report, has reviewed Ordinance 847-22 approving the Taft Police Department Military Equipment Use Policy 710, and has considered the requirements contained in Section 7071(d) of the Government Code, and now desires to renew Ordinance 847-22, approving the Taft Police Department Military Equipment Use Policy 710, without modification; and WHEREAS, the City Council held a noticed public hearing at its regular City Council meeting on October 7, 2023 concerning this resolution.

NOW, THEREFORE, IT IS HEREBY RESOLVED BY THE CITY COUNCIL OF THE CITY OF TAFT AS FOLLOWS:

1. The City Council has received and reviewed the TPD Annual Military Equipment Report for 2022-2023 and the inventory list, and reviewed Ordinance 847-22 approving the TPD’ Policy 710 – Military Equipment Policy, without modification.

2. The City Council hereby finds and determines, pursuant to Government Code Section 7071(d)(1), as follows:
a. The military equipment is necessary because there is no reasonable alternative that can achieve the same objective of officer and civilian safety. The acquisition and use Resolution No. _______

Page 2 ends

of this equipment is part of the TPD’s overall approach to Critical Incident Management, Use of Force, De-Escalation and public safety. The equipment will enable department members to properly respond to both planned and unplanned events efficiently and effectively.
b. The Policy will safeguard the public’s welfare, safety, civil rights, and civil liberties by ensuring required reporting, the opportunity for community engagement and feedback, and transparency and oversight regarding the acquisition and use of specified military equipment in the City of Taft.
c. The purchasing of equipment is reasonably cost effective compared to available alternatives that can achieve the same objective of officer and civilian safety. d. Prior military equipment use complied with the policy that was in effect at the time of the use.

3. Based upon these findings, the City Council hereby renews Ordinance 847-22 approving Taft Police Department Policy 710 – Military Equipment Policy.

MOVED, PASSED AND ADOPTED on this 17th day of October 2023. ______________________________________
Dave Noerr, Mayor
Attest:
______________________________________
Yvette Mayfield, MMC
City Clerk
I, Yvette Mayfield, City Clerk of the Taft City Council, do hereby certify that the foregoing Resolution was duly and regularly adopted by the Taft City Council at a regular meeting thereof held on the 17th day of October, 2023 by the following vote:

AYES: Council Members -
NOES: Council Members -
ABSENT: Council Members -
ABSTAIN: Council members -
_____________________________
Yvette Mayfield, MMC
City Clerk

TAFT CITY COUNCIL/SUCCESSOR AGENCY

MINUTES
OCTOBER 3, 2023
The October 3, 2023, regular joint meeting of the Taft City Council/Taft Successor Agency, held in the Council Chamber at Taft City Hall, 209 East Kern Street, Taft, CA 93268, was opened by Mayor Dave Noerr at 6:00 PM. The Pledge of Allegiance was led by Council Member Chavira invocation given by Pastor Sean Peifor.

PRESENT: Mayor Dave Noerr and Mayor Pro Tem Orchel Krier Council Members Josh Bryant, Carlos Chavira and Ron Waldrop City Manager Craig Jones and City Attorney Jason Epperson City Clerk Yvette Mayfield

1. PROCLAMATION – TAFT FIRST ASSEMBLY OF GOD CHURCH – 100TH ANNIVERSARY

2. CITIZEN REQUESTS/PUBLIC COMMENTS
Dr. Kathy Orrin, Executive Director of the Taft Chamber of Commerce, shared information on upcoming events.

Jackie Peavyhouse addressed the Council on item #10.

A written comment received from Daniel Rodela was read into the record.

3. COUNCIL STATEMENTS (NON-ACTION)
Council Member Waldrop reported on the courses he attended at the recent League of California Cities Annual Conference.

Council Member Bryant shared information from the Kern EDC quarterly meeting that he attended and congratulated the Clarks on receiving this year’s Community Spirit Award.

Council Member Chavira also congratulated the Clarks on their recognition, shared about how the Cougar Cookout is about honoring veterans, how the local Legion works behind the scenes in the community and shared relevant quotes.

Mayor Pro Tem Krier spoke about how new legislation is hurting our state, encouraged anyone who sees a crime to report it and shared about all the things to do in Taft.

Mayor Noerr shared about a phone call that he received from a local Taft High student who had concerns about local vagrants making the young ladies uncomfortable leaving the school and walking through the community at times. He asked the Police chief to come up and address and give guidance.

4. DEPARTMENT REPORTS
Chief of Police, Damon McMinn, gave a report on the statistics for the police department for the month of September.

5. CITY MANAGER STATEMENTS
There was none.

City of Taft Council/Successor Agency Meeting
Minutes
October 3, 2023

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6. CITY ATTORNEY STATEMENTS
There was none.

7. FUTURE AGENDA REQUESTS
There was none.
********************************************************************************************* CONSENT CALENDAR ITEMS 8-15
 Bryant pulled Item #10 and Krier pulled Item #15
Motion: Moved by Bryant, seconded by Krier to approve consent calendar items 8 & 9 & 11-14.

AYES: Krier, Bryant, Chavira, Waldrop, Noerr
PASSED: 5-0

8. MINUTES
September 19, 2023 Regular
Recommendation – Approve as submitted.

9. PAYMENT OF BILLS
Warrant # 091523A Check No. 98490 $ 280.00
Warrant # 091523 Check No. 98491-98537 $ 142,734.16
Recommendation – Approve payment of the bills.

11. TRIENNIAL PERFORMANCE AUDIT OF CITY OF TAFT TRANSIT SERVICES Recommendation – Motion to receive and file the Triennial Performance Audit of City of Taft Transit Services for FY 2018/19 – 2020/21 and find that the activity is not a project per the California Environmental Quality Act (CEQA) as set forth in Section 15060(c)(3) and Section 15378 of the CEQA Guidelines.

12. RATIFY THE EXECUTION OF LEXISNEXIS LAW LIBRARY AGREEMENT Recommendation – Motion to ratify the signed agreement and find that the activity is not a project per the California Environmental Quality Act (CEQA) as set forth in Section 15060(c)(3) and Section 15378 of the CEQA Guidelines.

13. FUNDING TO THE TAFT CHAMBER OF COMMERCE FOR THE QUARTER OF APRIL 2023 TO JUNE 2023
City of Taft Council/Successor Agency Meeting
Minutes
October 3, 2023

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Recommendation – Motion to approve the 25% allocation of the Transient Occupancy Tax to the Taft Chamber of Commerce for the quarter of April 2023 through June 2023 and find that the activity is not a project per the California Environmental Quality Act (CEQA) as set forth in Section 15060(c)(3) and Section 15378 of the CEQA Guidelines.

14. ACCEPT THE COMPLETED WORK BY BLACK HALL CONSTRUCTION INC. FOR THE 2023

TAFT POLICE DEPARTMENT INTERIOR IMPROVEMENT PROJECT
Recommendation – Motion to accept the completed work by Black Hall Construction, Inc. for the 2023 Taft Police Department Interior Improvement Project, authorize the City Clerk to file the Notice of Completion with the Kern County Recorder and find that the activity is not a project per the California Environmental Quality Act (CEQA) as set forth in Section 15061(b)(3).
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10. ACCEPT DONATION OF MEMORIAL BOULDER TO BE PLACED ON RAILS TO TRAILS IN

MEMORY OF CAROLYN HOSKING
Motion: Moved by Bryant, seconded by Krier to adopt a resolution entitled A

RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TAFT ACCEPTING A

DONATION OF A MEMORIAL BOULDER, MEMORIALIZING CAROLYN

HOSKING, FROM THE FIRST BAPTIST CHURCH WOMEN IN PROGRESS CIRCLE (ESTIMATED VALUE $750) (Resolution No. 4218-23) and find that the activity is not a project per the California Environmental Quality Act (CEQA) as set forth in Section 15060(c)(3) and Section 15378 of the CEQA Guidelines.

AYES: Krier, Bryant, Chavira, Waldrop, Noerr
PASSED: 5-0
Bryant asked if the City has a policy for receiving donations and City Clerk Mayfield confirmed that it does, and the policy was followed for this donation. He then shared that he thought this was a great way to honor Ms. Hosking.

Krier asked who decides where the memorial is placed, and City Manager Jones informed him that staff will.

Noerr shared that he actually worked with Ms. Hosking on the Oilworker Monument project and understood the request for placement near there.

15. ADOPT “DENIAL OF SERVICE” POLICY FOR THE CITY’S PUBLIC TRANSIT PROGRAM Motion: Moved by Krier, seconded by Chavira to adopt a resolution entitled A

RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TAFT ADOPTING “DENIAL OF SERVICE” POLICY FOR THE CITY’S PUBLIC TRANSIT PROGRAM (Resolution No. 4219-23) and find that the activity is not a project per the California Environmental Quality Act (CEQA) as set forth in Section 15060(c)(3) and Section 15378 of the CEQA Guidelines.

AYES: Krier, Bryant, Chavira, Waldrop, Noerr
PASSED: 5-0
City of Taft Council/Successor Agency Meeting
Minutes
October 3, 2023

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Krier said he pulled the item as he noticed there were three opportunities in the policy before being banned from riding and asked if it could be fewer opportunities if warranted. Jones informed him that yes, if the offense was egregious enough, someone could be banned from riding earlier than the third offense as the policy is about the safety of the drivers and the other riders.

At 7:11 PM the meeting was recessed in to closed session.

ADJOURNMENT - With no further business to conduct the meeting was adjourned at 7:46 PM. __________ ____________
Yvette Mayfield, MMC Dave Noerr
City Clerk Mayor

REVIEWED BY:

CITY CLERK FINANCE DIRECTOR CITY MANAGER
City of Taft Agenda Report
DATE: OCTOBER 17, 2023
TO: HONORABLE MAYOR AND COUNCIL MEMBERS
AGENDA MATTER:

MONTHLY REPORT FOR KERN COUNTY FIRE STATION NO. 21- SEPTEMBER 2023 SUMMARY STATEMENT:

Kern County now provides a monthly report for Station 21 in the Taft area. This report is being provided to Council for informational purposes only and to be received and filed.

This chart below was provided to show the total emergency calls and number of fires through September 2023.

Station 21
2023
Month # of calls # of fires
January 239 34
February 204 22
March 253 30
April 246 32
May 281 55
June 239 28
July 334 83
August 212 37
September 225 35

RECOMMENDED ACTION
Receive and file the monthly report for September 2023 from Kern County Fire Station Number 21 and find that the activity is not a project per the California Environmental Quality Act (CEQA) as set forth in Section 15060(c)(3) and Section 15378 of the CEQA Guidelines.

IMPACT ON BUDGET (Y/N): No
ATTACHMENT (Y/N): Report
PREPARED BY: City Manager
Elite kerncounty Kern County Fire Engine_Truck 21 Taft Monthly Report Incident
Date
Incident
Time
Apparatus
ID
Incident Code Address
Incident Category: 1 - Fire
09/04/2023 07:44:24 E21 111 - Building fire 501 South KERN Street and GREEN ST / KLIPSTEIN ST TK21 111 - Building fire 501 South KERN Street and GREEN ST / KLIPSTEIN ST 09/08/2023 17:18:26 TK21 111 - Building fire 13646 33 Highway and ALMOND RD / WEISER RD 09/18/2023 16:39:29 E21 111 - Building fire HENRY RD / MIDWAY Road TK21 111 - Building fire HENRY RD / MIDWAY Road
09/26/2023 20:41:40 E21 111 - Building fire 314 WARREN Street and 3RD ST / 4TH ST TK21 111 - Building fire 314 WARREN Street and 3RD ST / 4TH ST 22:08:59 E21 111 - Building fire 329 PHILIPPINE Street and 4TH AVE / 3RD AVE TK21 111 - Building fire 329 PHILIPPINE Street and 4TH AVE / 3RD AVE 09/05/2023 20:09:52 TK21 112 - Fires in structure other than in a building (incl. Fences, Rail Beds, Power Poles)
31548 PETERSON Road and SCHEITLIN AVE / BROWNING RD
09/20/2023 04:23:27 E21 112 - Fires in structure other than in a building (incl. Fences, Rail Beds, Power Poles)
403 PIERCE Street and DATE ST / ELM ST
TK21 112 - Fires in structure other than in a building
(incl. Fences, Rail Beds, Power Poles)
403 PIERCE Street and DATE ST / ELM ST
04:30:05 E21 112 - Fires in structure other than in a building (incl. Fences, Rail Beds, Power Poles)
401 PIERCE Street and DATE ST / ELM ST
TK21 112 - Fires in structure other than in a building
(incl. Fences, Rail Beds, Power Poles)
401 PIERCE Street and DATE ST / ELM ST
09/21/2023 02:53:16 E21 112 - Fires in structure other than in a building (incl. Fences, Rail Beds, Power Poles)
425 Montview Avenue and BUENA VISTA ST / WOOD ST
09/23/2023 05:32:53 E21 112 - Fires in structure other than in a building (incl. Fences, Rail Beds, Power Poles)
712 South 10th Street
09/27/2023 08:14:20 E21 113 - Cooking fire, confined to container 437 B Street and 5TH AVE / 4TH AVE TK21 113 - Cooking fire, confined to container 437 B Street and 5TH AVE / 4TH AVE 09/03/2023 13:33:27 E21 118 - Inside Trash or rubbish fire, contained 111 West ASH Street and STANDARD ST / N 10TH ST, MAIN ST, N

LINCOLN ST, AS
TK21 118 - Inside Trash or rubbish fire, contained 111 West ASH Street and STANDARD ST / N 10TH ST, MAIN ST, N

LINCOLN ST, AS
09/25/2023 10:44:46 E21 121 - Fire in mobile home used as fixed residence 4323 NOBLE Street and 58 HWY / SULLIVAN RD 09/23/2023 12:39:52 E21 130 - Mobile property (vehicle) fire, other ELKHORN GRADE RD / 33 Highway 09/02/2023 09:16:44 E21 131 - Passenger vehicle fire 300 South 10TH Street and HOPE ST / FRONT ST 09/03/2023 20:19:14 E21 131 - Passenger vehicle fire ELK HILLS RD / VALLEY WEST Road 09/06/2023 03:56:07 E21 131 - Passenger vehicle fire 130 OAK Street and S 7TH ST / LIERLY AVE, S 6TH ST 09/23/2023 06:52:41 E21 140 - Natural vegetation fire, other LUCARD ST / 6TH Street 09/09/2023 20:27:50 E21 143 - Grass fire TWENTY FIVE HILL RD / BUENA VISTA Place 09/10/2023 10:32:54 E21 143 - Grass fire 0 and 119 HWY, GOLF COURSE RD / 119 HWY, GOLF COURSE RD,
09/01/2023 10:42:40 E21 150 - Outside rubbish fire, other 6TH ST / ASH Street 09/10/2023 09:57:21 E21 150 - Outside rubbish fire, other LOMA VISTA AVE / STOKES Avenue TK21 150 - Outside rubbish fire, other LOMA VISTA AVE / STOKES Avenue 09/21/2023 19:05:14 E21 150 - Outside rubbish fire, other POSO ST / S KERN Street TK21 150 - Outside rubbish fire, other POSO ST / S KERN Street 18:31:58 E21 151 - Outside rubbish, trash or waste fire 103 JACKSON Street and Ash Street 09/28/2023 06:18:19 E21 151 - Outside rubbish, trash or waste fire HARRISON ST / ASH Street Count: 35
Incident Category: 2 - Overpressure Rupture, Explosion, Overheat (No Fire) 09/28/2023 18:53:36 E21 243 - Fireworks explosion (no fire) 336 PARKVIEW Circle and KEENE LN / KEENE LN TK21 243 - Fireworks explosion (no fire) 336 PARKVIEW Circle and KEENE LN / KEENE LN Count: 2
Incident Category: 3 - Rescue & Emergency Medical Service Incident 09/05/2023 20:45:16 E21 300 - Rescue, EMS incident, other 511 A Street and 6TH AVE / 5TH AVE, CHURCH ST 09/08/2023 02:13:06 E21 300 - Rescue, EMS incident, other 201 8TH Street and NORTH ST / CENTER ST 09/11/2023 23:18:38 E21 300 - Rescue, EMS incident, other 404 NAYLOR Avenue and WOOD ST / BUENA VISTA ST 09/12/2023 23:21:05 E21 300 - Rescue, EMS incident, other 631 KERN Street and 7TH ST, WILDCAT WAY / 6TH ST 1 of 7 Printed On: 10/08/2023 10:07:26 AM
Incident
Date
Incident
Time
Apparatus
ID
Incident Code Address
09/14/2023 15:30:53 E21 300 - Rescue, EMS incident, other PICO ST / GENERAL PETROLEUM Avenue TK21 300 - Rescue, EMS incident, other PICO ST / GENERAL PETROLEUM Avenue 09/17/2023 09:44:10 TK21 300 - Rescue, EMS incident, other 607 3RD Street and SAN EMIDIO ST / WOODROW ST 09/18/2023 03:22:38 E21 300 - Rescue, EMS incident, other 119 HWY / MIDWAY Road 09/20/2023 08:27:58 E21 300 - Rescue, EMS incident, other 6 ST / KERN Street 09/21/2023 13:48:45 E21 300 - Rescue, EMS incident, other 314 ASHER Avenue and CRYSTAL ST / WOOD ST TK21 300 - Rescue, EMS incident, other 314 ASHER Avenue and CRYSTAL ST / WOOD ST 09/22/2023 18:12:53 E21 300 - Rescue, EMS incident, other 515 WOOD Street and NAYLOR AVE / ROSE AVE 09/23/2023 15:25:22 E21 300 - Rescue, EMS incident, other 508 SIERRA Street and RAINIER AVE / LASSEN AVE 09/26/2023 08:28:03 E21 300 - Rescue, EMS incident, other 105 East SAN EMIDIO Street and 1ST ST, SAN EMIDIO ST / BELL AVE
09/27/2023 12:34:04 E21 300 - Rescue, EMS incident, other 3 ST / SAN EMIDIO Street 09/28/2023 09:39:41 E21 300 - Rescue, EMS incident, other 914 2ND Street and BELL AVE / CALVIN ST, E CALVIN ST 09/01/2023 08:01:57 E21 311 - Medical assist, assist EMS crew 204 VAN BUREN Street and BIRCH ST / CEDAR ST 09/04/2023 16:23:05 E21 311 - Medical assist, assist EMS crew 105 East LUCARD Street and 1ST ST, LUCARD ST / BELL AVE 09/06/2023 16:48:51 E21 311 - Medical assist, assist EMS crew 617 HARRISON Street and FIR ST / GREVILLEA ST TK21 311 - Medical assist, assist EMS crew 617 HARRISON Street and FIR ST / GREVILLEA ST 09/09/2023 05:56:51 E21 311 - Medical assist, assist EMS crew 424 WOODROW Street and 5TH ST / 4TH ST TK21 311 - Medical assist, assist EMS crew 424 WOODROW Street and 5TH ST / 4TH ST 09/11/2023 06:44:34 E21 311 - Medical assist, assist EMS crew 405 CHURCH Street and ALPINE AVE / LASSEN AVE 19:29:02 E21 311 - Medical assist, assist EMS crew 215 MONROE Street and CEDAR ST / BIRCH ST 09/14/2023 20:54:47 E21 311 - Medical assist, assist EMS crew North ST / 5TH Street 09/18/2023 21:13:03 E21 311 - Medical assist, assist EMS crew 419 South D Street and 4TH AVE / 5TH AVE 09/19/2023 22:15:23 E21 311 - Medical assist, assist EMS crew 1044 KERN ST / CASCADE Place and CASCADE PL / N 10TH ST 09/20/2023 03:30:42 E21 311 - Medical assist, assist EMS crew 201 8TH Street and NORTH ST / CENTER ST 10:41:39 E21 311 - Medical assist, assist EMS crew SAN EMIDIO ST / 9TH Street 09/24/2023 04:18:16 E21 311 - Medical assist, assist EMS crew 312 East WOODROW Street and LORNA WAY / GARRATT ST 09/25/2023 12:05:21 TK21 311 - Medical assist, assist EMS crew 105 East SAN EMIDIO Street and 1ST ST, SAN EMIDIO ST / BELL AVE
15:00:06 E21 311 - Medical assist, assist EMS crew 28192 DUSTIN ACRES Road and DEAD END / TURBO ST 09/30/2023 22:18:35 E21 311 - Medical assist, assist EMS crew 5 ST / Street North 09/01/2023 20:42:14 E21 321 - EMS call, excluding vehicle accident with injury
103 VAN BUREN Street and ASH ST / BIRCH ST
21:25:21 E21 321 - EMS call, excluding vehicle accident with injury
631 KERN Street and 7TH ST, WILDCAT WAY / 6TH ST
22:41:23 E21 321 - EMS call, excluding vehicle accident with injury
123 North 10TH Street and MAIN ST / CENTER ST
22:55:10 E21 321 - EMS call, excluding vehicle accident with injury
831 OLEANDER Road and DEAD END / KERN ST
23:20:38 E21 321 - EMS call, excluding vehicle accident with injury
103 VAN BUREN Street and ASH ST / BIRCH ST
09/02/2023 10:17:49 E21 321 - EMS call, excluding vehicle accident with injury
519 1/2 BUCHANAN Street and ELM ST / FIR ST
10:58:03 E21 321 - EMS call, excluding vehicle accident with injury
West ASH ST / STANDARD Street
19:26:25 E21 321 - EMS call, excluding vehicle accident with injury
109 LEE Street and DEAD END / MALLORY CT
09/03/2023 15:05:01 E21 321 - EMS call, excluding vehicle accident with injury
601 PIERCE Street and FIR ST / GREVILLEA ST
09/05/2023 16:19:21 E21 321 - EMS call, excluding vehicle accident with injury
714 FILLMORE Street and HAWTHORNE ST / GREVILLEA ST
09/06/2023 00:57:42 E21 321 - EMS call, excluding vehicle accident with injury
505 VAN BUREN Street and ELM ST / DEAD END
07:10:23 E21 321 - EMS call, excluding vehicle accident with injury
613 WOODROW Street and 6TH ST / WILDCAT WAY
14:49:37 E21 321 - EMS call, excluding vehicle accident with injury
407 PIERCE Street and DATE ST / ELM ST
17:57:17 E21 321 - EMS call, excluding vehicle accident with injury
609 CEDAR Street and TYLER ST / POLK ST
2 of 7 Printed On: 10/08/2023 10:07:26 AM
Incident
Date
Incident
Time
Apparatus
ID
Incident Code Address
TK21 321 - EMS call, excluding vehicle accident with
injury
609 CEDAR Street and TYLER ST / POLK ST
09/07/2023 07:46:00 E21 321 - EMS call, excluding vehicle accident with injury
222 WOODROW Street and 3RD ST / 2ND ST
TK21 321 - EMS call, excluding vehicle accident with
injury
222 WOODROW Street and 3RD ST / 2ND ST
20:27:24 E21 321 - EMS call, excluding vehicle accident with injury
South 10TH ST / OAK Street
09/08/2023 10:02:42 E21 321 - EMS call, excluding vehicle accident with injury
414 PALM Street and SANDY CREEK AVE / RIVERWALK AVE
10:52:31 E21 321 - EMS call, excluding vehicle accident with injury
326 LUCARD Street and 4TH ST / 3RD ST
14:43:34 E21 321 - EMS call, excluding vehicle accident with injury
530 KERN Street and 6TH ST / 5TH ST
TK21 321 - EMS call, excluding vehicle accident with
injury
530 KERN Street and 6TH ST / 5TH ST
23:45:00 E21 321 - EMS call, excluding vehicle accident with injury
219 HARRISON Street and CEDAR ST / BIRCH ST
09/09/2023 02:32:24 E21 321 - EMS call, excluding vehicle accident with injury
0 119 Highway and HARRISON ST, 119 HWY / 119 HWY, MIDWAY RD
TK21 321 - EMS call, excluding vehicle accident with
injury
0 119 Highway and HARRISON ST, 119 HWY / 119 HWY, MIDWAY RD
07:13:39 E21 321 - EMS call, excluding vehicle accident with injury
28139 DUSTIN ACRES Road and TURBO ST / OLIVAREZ ST
TK21 321 - EMS call, excluding vehicle accident with
injury
28139 DUSTIN ACRES Road and TURBO ST / OLIVAREZ ST
09/11/2023 13:42:24 E21 321 - EMS call, excluding vehicle accident with injury
213 MONROE Street and CEDAR ST / BIRCH ST
09/13/2023 07:22:39 E21 321 - EMS call, excluding vehicle accident with injury
TANK FARM RD / 119 Highway
19:14:52 E21 321 - EMS call, excluding vehicle accident with injury
807 A Street and MIDOIL RD / ARROYO DR
20:39:44 E21 321 - EMS call, excluding vehicle accident with injury
210 BUCHANAN Street and CEDAR ST / BIRCH ST
TK21 321 - EMS call, excluding vehicle accident with
injury
210 BUCHANAN Street and CEDAR ST / BIRCH ST
21:49:57 E21 321 - EMS call, excluding vehicle accident with injury
631 KERN Street and 7TH ST, WILDCAT WAY / 6TH ST
09/14/2023 01:28:05 E21 321 - EMS call, excluding vehicle accident with injury
27967 TAFT Highway and No Cross Streets Found
13:51:56 E21 321 - EMS call, excluding vehicle accident with injury
200 MADISON Street and BIRCH ST / CEDAR ST
15:31:13 E21 321 - EMS call, excluding vehicle accident with injury
108 CENTER Street and 1ST ST, E CENTER ST / 2ND ST
TK21 321 - EMS call, excluding vehicle accident with
injury
108 CENTER Street and 1ST ST, E CENTER ST / 2ND ST
18:20:44 E21 321 - EMS call, excluding vehicle accident with injury
916 PICO Street and GENERAL PETROLEUM AVE / MONTVIEW
AVE
TK21 321 - EMS call, excluding vehicle accident with
injury
916 PICO Street and GENERAL PETROLEUM AVE / MONTVIEW
AVE
21:59:54 E21 321 - EMS call, excluding vehicle accident with injury
502 MONROE Street and ELM ST / DEAD END
23:41:10 E21 321 - EMS call, excluding vehicle accident with injury
131 WOOD Street and BUENA VISTA PL, MARICOPA PL / S 10TH ST
09/15/2023 10:35:12 E21 321 - EMS call, excluding vehicle accident with injury
1008 KERN Street and N 10TH ST / CASCADE PL
19:00:53 E21 321 - EMS call, excluding vehicle accident with injury
710 5TH Street and WARREN ST / WOODROW ST
TK21 321 - EMS call, excluding vehicle accident with
injury
710 5TH Street and WARREN ST / WOODROW ST
20:07:56 E21 321 - EMS call, excluding vehicle accident with injury
1044 KERN Street and CASCADE PL / N 10TH ST
09/16/2023 13:15:35 E21 321 - EMS call, excluding vehicle accident with injury
1025 STANDARD Street and CHEVRON PL / W ASH ST
3 of 7 Printed On: 10/08/2023 10:07:26 AM
Incident
Date
Incident
Time
Apparatus
ID
Incident Code Address
16:35:16 E21 321 - EMS call, excluding vehicle accident with injury
910 WOOD Street and MONTVIEW AVE / GENERAL PETROLEUM
AVE
20:28:08 E21 321 - EMS call, excluding vehicle accident with injury
215 MONTVIEW Avenue and PICO ST / CRYSTAL ST
21:14:24 E21 321 - EMS call, excluding vehicle accident with injury
27516 TAMARISK Avenue and MESQUITE ST / 119 HWY
09/17/2023 00:06:13 E21 321 - EMS call, excluding vehicle accident with injury
120 NORTH Street and 1ST ST, E NORTH ST / 2ND ST
00:31:02 E21 321 - EMS call, excluding vehicle accident with injury
700 NORTH Street and 7TH ST / 8TH ST
07:52:25 E21 321 - EMS call, excluding vehicle accident with injury

OFF ELKHORN GRADE ROAD OFF ELKHORN GRADE ROAD
Road and DEAD END / ELKHORN GRADE RD
07:57:06 E21 321 - EMS call, excluding vehicle accident with injury
440 East CEDAR Street and AIRPORT RD, GAS COMPANY RD /
119 HWY, CEDAR ST
TK21 321 - EMS call, excluding vehicle accident with
injury
440 East CEDAR Street and AIRPORT RD, GAS COMPANY RD /
119 HWY, CEDAR ST
10:47:53 E21 321 - EMS call, excluding vehicle accident with injury
228 ASHER Avenue and CRYSTAL ST / PICO ST, 4TH ST
09/18/2023 09:07:25 E21 321 - EMS call, excluding vehicle accident with injury
314 TYLER Street and DATE ST / CEDAR ST
21:20:50 TK21 321 - EMS call, excluding vehicle accident with injury
515 NAYLOR Avenue and BUENA VISTA ST / SOUTH ST
09/20/2023 10:03:26 E21 321 - EMS call, excluding vehicle accident with injury
329 PARKVIEW Circle and KEENE LN / KEENE LN
11:45:12 E21 321 - EMS call, excluding vehicle accident with injury
Twenty Five Hill Road and S 10TH ST
09/21/2023 01:41:28 E21 321 - EMS call, excluding vehicle accident with injury
111 LOMA VISTA Avenue and STOKES AVE / PILGRIM AVE
08:13:38 E21 321 - EMS call, excluding vehicle accident with injury
126 BUENA VISTA Place and WOOD ST, MARICOPA PL / TWENTY FIVE HILL RD, S 10TH
TK21 321 - EMS call, excluding vehicle accident with
injury
126 BUENA VISTA Place and WOOD ST, MARICOPA PL / TWENTY FIVE HILL RD, S 10TH
09/22/2023 14:44:50 E21 321 - EMS call, excluding vehicle accident with injury
609 CEDAR Street and TYLER ST / POLK ST
TK21 321 - EMS call, excluding vehicle accident with
injury
609 CEDAR Street and TYLER ST / POLK ST
17:36:32 E21 321 - EMS call, excluding vehicle accident with injury
111 PIERCE Street and BIRCH ST / ASH ST
17:52:10 TK21 321 - EMS call, excluding vehicle accident with injury
509 4TH Street and SAN EMIDIO ST / LUCARD ST
09/23/2023 19:12:12 E21 321 - EMS call, excluding vehicle accident with injury
South 6TH ST / SUPPLY Row
21:33:58 E21 321 - EMS call, excluding vehicle accident with injury
306 South 8TH Street and FRONT ST / HOPE ST
09/24/2023 13:05:36 E21 321 - EMS call, excluding vehicle accident with injury
318 4TH Street and NORTH ST / KERN ST
09/25/2023 04:04:38 E21 321 - EMS call, excluding vehicle accident with injury
201 8TH Street and NORTH ST / CENTER ST
07:04:17 E21 321 - EMS call, excluding vehicle accident with injury
27990 TAFT Highway and No Cross Streets Found
08:25:17 E21 321 - EMS call, excluding vehicle accident with injury
HARRISON ST / ASH Street
TK21 321 - EMS call, excluding vehicle accident with
injury
HARRISON ST / ASH Street
17:26:47 E21 321 - EMS call, excluding vehicle accident with injury
219 HARRISON Street and CEDAR ST / BIRCH ST
22:48:58 E21 321 - EMS call, excluding vehicle accident with injury
420 FINLEY Drive and 4TH ST / 6TH ST
09/26/2023 01:30:44 E21 321 - EMS call, excluding vehicle accident with injury
207 E Street and 2ND AVE / 3RD AVE
11:22:16 E21 321 - EMS call, excluding vehicle accident with injury
606 CRYSTAL Street and NAYLOR AVE / OLIVE AVE
TK21 321 - EMS call, excluding vehicle accident with
injury
606 CRYSTAL Street and NAYLOR AVE / OLIVE AVE
4 of 7 Printed On: 10/08/2023 10:07:26 AM
Incident
Date
Incident
Time
Apparatus
ID
Incident Code Address
12:43:37 E21 321 - EMS call, excluding vehicle accident with injury
523 WASHINGTON Avenue and VISTA VIA DR / E ST
09/30/2023 01:11:00 E21 321 - EMS call, excluding vehicle accident with injury
302 CRYSTAL Street and SHATTUCK AVE / ASHER AVE
TK21 321 - EMS call, excluding vehicle accident with
injury
302 CRYSTAL Street and SHATTUCK AVE / ASHER AVE
09/09/2023 16:14:04 E21 322 - Motor vehicle accident with injuries 0 119 Highway and AIRPORT RD, 119 HWY / CHERRY AVE, 119 HWY
TK21 322 - Motor vehicle accident with injuries 0 119 Highway and AIRPORT RD, 119 HWY / CHERRY AVE, 119 HWY
09/24/2023 01:53:25 E21 322 - Motor vehicle accident with injuries 166 WELCH ST / 33 Highway TK21 322 - Motor vehicle accident with injuries 166 WELCH ST / 33 Highway Count:
118
Incident Category: 4 - Hazardous Condition (No Fire)
09/01/2023 17:03:08 TK21 412 - Gas leak (natural gas or LPG) 416 MONTVIEW Avenue and BUENA VISTA ST / WOOD ST 09/10/2023 20:14:16 TK21 412 - Gas leak (natural gas or LPG) 318 OLIVE Avenue and WOOD ST / CRYSTAL ST 09/27/2023 14:57:24 E21 412 - Gas leak (natural gas or LPG) 27502 PINE Street and DEAD END / ORANGE ST TK21 412 - Gas leak (natural gas or LPG) 27502 PINE Street and DEAD END / ORANGE ST 09/13/2023 15:25:21 E21 440 - Electrical wiring/equipment problem, other 200 TYLER Street and BIRCH ST / CEDAR ST TK21 440 - Electrical wiring/equipment problem, other 200 TYLER Street and BIRCH ST / CEDAR ST 09/29/2023 01:28:44 E21 440 - Electrical wiring/equipment problem, other 115 East WOODROW Street and BELL AVE / 1ST ST, WOODROW ST
TK21 440 - Electrical wiring/equipment problem, other 115 East WOODROW Street and BELL AVE / 1ST ST, WOODROW ST
09/15/2023 11:22:06 E21 445 - Arcing, shorted electrical equipment 500 CENTER Street and 5TH ST / 6TH ST TK21 445 - Arcing, shorted electrical equipment 500 CENTER Street and 5TH ST / 6TH ST Count: 10
Incident Category: 5 - Service Call
09/27/2023 13:51:54 E21 500 - Service call, other 300 North LINCOLN Street and CEDAR ST / DATE ST 09/09/2023 10:36:06 E21 551 - Assist police or other governmental agency 110 VILLAGE Way and No Cross Streets Found 09/26/2023 13:05:22 TK21 551 - Assist police or other governmental agency 606 CRYSTAL Street and NAYLOR AVE / OLIVE AVE 09/25/2023 22:20:20 E21 553 - Public service 111 PIERCE Street and BIRCH ST / ASH ST TK21 553 - Public service 111 PIERCE Street and BIRCH ST / ASH ST 09/01/2023 23:12:08 TK21 554 - Assist invalid 411 SIERRA Street and ALPINE AVE / LASSEN AVE 09/03/2023 09:31:25 E21 554 - Assist invalid 201 8TH Street and NORTH ST / CENTER ST 09/05/2023 01:17:19 E21 554 - Assist invalid 401 STOKES Lane and No Cross Streets Found TK21 554 - Assist invalid 401 STOKES Lane and No Cross Streets Found 09/10/2023 09:29:54 TK21 554 - Assist invalid 303 East SAN EMIDIO Street and GARRATT ST / AIRPORT RD 09/12/2023 14:16:54 E21 554 - Assist invalid 903 WILLIAMS Way and E CALVIN ST / 2ND ST 09/15/2023 21:39:23 E21 554 - Assist invalid 411 SIERRA Street and ALPINE AVE / LASSEN AVE 09/16/2023 18:53:16 E21 554 - Assist invalid 508 SIERRA Street and RAINIER AVE / LASSEN AVE TK21 554 - Assist invalid 508 SIERRA Street and RAINIER AVE / LASSEN AVE 09/17/2023 07:18:02 E21 554 - Assist invalid 723 1/2 PIERCE Street and HAWTHORNE ST / GREVILLEA ST TK21 554 - Assist invalid 723 1/2 PIERCE Street and HAWTHORNE ST / GREVILLEA ST 09/29/2023 08:14:04 E21 554 - Assist invalid 515 WOOD Street and NAYLOR AVE / ROSE AVE TK21 554 - Assist invalid 515 WOOD Street and NAYLOR AVE / ROSE AVE 09/30/2023 07:39:41 E21 554 - Assist invalid 723 1/2 PIERCE Street and HAWTHORNE ST / GREVILLEA ST 09/07/2023 21:03:41 E21 561 - Unauthorized/illegal burning (SRA/APCD or illegal campfire)
27501 VALLEY WEST Road and 119 Highway
Count: 20
Incident Category: 6 - Good Intent Call
09/01/2023 18:45:49 E21 611 - Dispatched and cancelled en route 519 HARRISON Street and FIR ST / ELM ST 09/02/2023 23:10:29 E21 611 - Dispatched and cancelled en route CADET RD / GARDNER FIELD Road TK21 611 - Dispatched and cancelled en route CADET RD / GARDNER FIELD Road 09/06/2023 22:21:30 E21 611 - Dispatched and cancelled en route 100 East NORTH Street and 1ST ST, NORTH ST / E CENTER ST 09/07/2023 21:25:19 TK21 611 - Dispatched and cancelled en route 426 NAYLOR Avenue and BUENA VISTA ST / WOOD ST 5 of 7 Printed On: 10/08/2023 10:07:26 AM
Incident
Date
Incident
Time
Apparatus
ID
Incident Code Address
Apparatus:

Apparatus:

Incident Date:
09/08/2023 16:34:36 E21 611 - Dispatched and cancelled en route 916 PICO Street and GENERAL PETROLEUM AVE / MONTVIEW AVE
09/09/2023 19:00:10 E21 611 - Dispatched and cancelled en route 0 and 119 HWY, AIRPORT RD / AIRPORT RD, HONOLULU RD 09/10/2023 09:14:05 TK21 611 - Dispatched and cancelled en route 218 4TH Street and NORTH ST / CENTER ST 09/11/2023 10:26:56 E21 611 - Dispatched and cancelled en route 29 COUGAR Court and ASH ST, TAYLOR ST / WILDCAT WAY TK21 611 - Dispatched and cancelled en route 29 COUGAR Court and ASH ST, TAYLOR ST / WILDCAT WAY 09/12/2023 08:36:29 E21 611 - Dispatched and cancelled en route 429 TAYLOR Street and ELM ST / DATE ST TK21 611 - Dispatched and cancelled en route 429 TAYLOR Street and ELM ST / DATE ST 12:35:32 TK21 611 - Dispatched and cancelled en route 515 WOOD Street and NAYLOR AVE / ROSE AVE 16:56:28 E21 611 - Dispatched and cancelled en route 1100 4TH Street and FINLEY DR / ASH ST, MONROE ST 09/15/2023 23:10:18 E21 611 - Dispatched and cancelled en route 28192 SUNRIDGE Avenue and RICARDO ST / TURBO ST 09/22/2023 11:16:21 E21 611 - Dispatched and cancelled en route 29 COUGAR Court and ASH ST, TAYLOR ST / WILDCAT WAY 09/23/2023 07:22:56 E21 611 - Dispatched and cancelled en route 615 SHATTUCK Avenue and DEAD END / SOUTH ST 23:24:29 E21 611 - Dispatched and cancelled en route BUENA VISTA GOLF COURSE - 10256 GOLF COURSE Road and

DEAD END / GOLF COURSE RD, BRANDY ST
23:47:46 TK21 611 - Dispatched and cancelled en route 108 FILLMORE Street and ASH ST / BIRCH ST 09/24/2023 07:35:38 E21 611 - Dispatched and cancelled en route HIGHWAY 166 166 Highway and ELKHORN GRADE RD, 33 HWY / 33 HWY, KLIPSTEIN CANYO
TK21 611 - Dispatched and cancelled en route HIGHWAY 166 166 Highway and ELKHORN GRADE RD, 33 HWY / 33 HWY, KLIPSTEIN CANYO
09/25/2023 18:47:12 E21 611 - Dispatched and cancelled en route 612 LUCARD Street and 6TH ST / WILDCAT WAY 09/26/2023 12:47:20 TK21 611 - Dispatched and cancelled en route 101 33 Highway and No Cross Streets Found 09/27/2023 10:04:20 E21 611 - Dispatched and cancelled en route 333 South 10TH Street and HOPE ST / FRONT ST 09/29/2023 08:30:43 E21 611 - Dispatched and cancelled en route 400 WOODROW Street and 4TH ST / 5TH ST 09/01/2023 09:43:34 E21 622 - No incident found on arrival at dispatch address
BUENA VISTA ST / EASTERN Avenue
TK21 622 - No incident found on arrival at dispatch
address
BUENA VISTA ST / EASTERN Avenue
09/08/2023 08:49:10 E21 622 - No incident found on arrival at dispatch address
WOODROW ST / WILDCAT Way
09/09/2023 10:50:22 E21 622 - No incident found on arrival at dispatch address
404 BUCHANAN Street and DATE ST / ELM ST
09/28/2023 10:36:34 E21 622 - No incident found on arrival at dispatch address
28111 CLYDESDALE Avenue and OLIVAREZ ST / BURT WAY
09/20/2023 19:31:07 E21 651 - Smoke scare, odor of smoke 9741 South ENOS Lane and 119 HWY / BV LAKE CT TK21 651 - Smoke scare, odor of smoke 9741 South ENOS Lane and 119 HWY / BV LAKE CT Count: 32
Incident Category: 7 - False Alarm & False Call
09/04/2023 03:14:32 E21 700 - False alarm or false call, other 218 4TH Street and NORTH ST / CENTER ST TK21 700 - False alarm or false call, other 218 4TH Street and NORTH ST / CENTER ST 09/07/2023 09:19:29 E21 700 - False alarm or false call, other 421 A Street and 5TH AVE, CHURCH ST / 4TH AVE, LOMA VISTA AVE
TK21 700 - False alarm or false call, other 421 A Street and 5TH AVE, CHURCH ST / 4TH AVE, LOMA VISTA AVE
09/10/2023 08:36:08 TK21 735 - Alarm system sounded due to malfunction 218 4TH Street and NORTH ST / CENTER ST 13:32:57 E21 745 - Alarm system activation, no fire -
unintentional
29 COUGAR Court and ASH ST, TAYLOR ST / WILDCAT WAY
TK21 745 - Alarm system activation, no fire -
unintentional
29 COUGAR Court and ASH ST, TAYLOR ST / WILDCAT WAY
09/30/2023 22:24:34 TK21 746 - Carbon monoxide detector activation, no CO 518 TAYLOR Street and FIR ST / ELM ST Count: 8
Count:
225
Report Criteria
Is Equal To E21
Is Equal To TK21
Is Equal To Last Month
6 of 7 Printed On: 10/08/2023 10:07:26 AM
Description
For Official Use Only: Last Month's Run Stats
7 of 7 Printed On: 10/08/2023 10:07:26 AM
REVIEWED BY:

CITY CLERK FINANCE DIRECTOR CITY MANAGER
City of Taft Agenda Report
DATE: OCTOBER 17, 2023
TO: HONORABLE MAYOR AND COUNCIL MEMBERS
AGENDA MATTER:

PROFESSIONAL SERVICES AGREEMENT WITH HOUSEAL LAVIGNE ASSOCIATES FOR ONCALL GEOGRAPHIC INFORMATION SYSTEM (GIS) SERVICES THROUGH FY 2025-26 SUMMARY STATEMENT:

The City of Taft has contracted with Houseal Lavigne Associates, since 2020, for Geographic Information System (GIS). The Planning Director has worked with the Houseal Lavigne GIS staff to update its online mapping catalogue with ESRI and updated focused economic development maps for use at ICSC retail recruitment events. It is recommended to approve this new threeyear agreement with Houseal Lavigne Associates for on-call services not to exceed $10,000.00 in any fiscal year from 2023-24 to 2025-26. Any needed special project or need to exceed the threshold will be brought before the City Council for approval.

Houseal Lavigne is one of the few private consulting firms working directly with ESRI to advance GIS use in city and county jurisdictions. The City has licensing agreements with ESRI for GIS software and the City’s ESRI online portal ArcGIS Online. Houseal Lavigne will assist the City in hosting a public zoning map online, exhibits for ICSC trade shows, mapping updates from the Downtown Taft Specific Plan project, will determine needs in upgrading software, GIS files (property data, census data, etc.), and City GIS workstations. Houseal Lavigne is also capable of providing advanced planning projects and services such as producing data and maps towards the development of the upcoming Housing Element update.

RECOMMENDED ACTION:

1. Motion to approve the professional services agreement between the City of Taft and Houseal Lavigne Associates, and to authorize the Mayor to execute said agreement.

2. Find that the activity is not a project per the California Environmental Quality Act (CEQA) as set forth in Section 15060(c)(3) and Section 15378 of the CEQA Guidelines.

IMPACT ON BUDGET (Y/N): No
ATTACHMENT (Y/N): Professional Services Agreement, Exhibit A – Houseal Lavigne GIS Staff Hourly Rates
PREPARED BY: Mark Staples, Director, Planning & Development Services Houseal Lavigne | City of Taft, CA – GIS Services Page 1 of 1

EXHIBIT A
GIS Staff Hourly Rates
The following are the current rates in support of the City of Taft on-Call GIS Services Partner $285
Principal $275
Practice Lead $225
Senior Planner $180
Planner 2 $130-$150
Planner 1 $110-$120
If you have any questions, please feel free to contact me via email ([email protected]) or phone (312) 213-529-1008 x 122.

AGREEMENT
THIS AGREEMENT (the “Agreement”) made this 17th day of October, 2023, by and between the CITY OF TAFT (“City”) and Houseal Lavigne Associates (“Consultant”),

W I T N E S S E T H
WHEREAS, City wishes to hire Consultant to provide on-call Geographic Information Systems (GIS) support of the maintenance of operation critical datasets and maps, which includes, but is not limited to, a review of the City’s current GIS setup and determine any needs for upgrading software, GIS files (i.e. property data), and workstations, create an interactive webbased GIS mapping application that will provide parcel level information including Zoning, General Plan Land Use, and Assessor information, which the mapping application will include search and navigation capabilities with the ability to search parcels and have a popup display of information, and creation of a land ownership map identifying land not “privately” owned, such as federal land, county owned land, oil and gas company holdings, update Land Use and Zoning Maps with the approved Downtown Taft Specific Plan, produce maps and information to assist in developing Taft’s updated Housing Element, update maps and graphics for economic development purposes, and provide on-call GIS mapping and data management services as directed for a threeyear term from fiscal year 2023-24 through fiscal year 2025-26, and Consultant is agreeable thereto under the terms and conditions described hereinafter.

NOW, THEREFORE, in consideration of the mutual covenants and conditions set forth hereinafter, the parties agree as follows:

1. the parties incorporate the foregoing recitals as if fully set forth herein verbatim; and

2. City hereby contracts with Consultant to perform the Services and Consultant agrees to provide the Services under the terms and conditions hereinafter described.

3. Consultant shall provide the Services at a cost not to exceed $10,000.00 during each fiscal year commencing upon the execution thereof and terminating on June 30, 2026.

Consultant’s compensation shall be calculated based on the number of hours expended by the Consultant charged at the rates more particularly described in Exhibit A attached hereto and by this reference made a part hereof. City shall pay Consultant based on invoices submitted by Consultant no more often than monthly. The invoices shall contain a description of the Services performed during the period referred to in the invoice and of the employees performing them, and the number of hours expended, provided, however, that no such invoice shall include charges for Services not yet performed. Each invoice shall contain such other information and documentation as City may reasonably require from time to time. City Manager or his designated representative, shall have the right of reasonable review of each invoice and, at the conclusion of the review, City Manager shall place the matter on the agenda for the next available City Council meeting for consideration by the City Council. Upon approval of each such invoice by the City Council, same shall be paid in the regular cycle of payments made by City for other bills and claims.

Houseal Lavigne Associates Professional Services Agreement October 17, 2023 2 a. In addition to the compensation payable to Consultant, City agrees to pay certain costs that may be incurred by Consultant (the “Costs”). These Costs may include hardware, software, peripherals and procured services, provided, however, that no Costs shall be incurred without City’s prior written consent. All Costs billed in any invoice shall be itemized and describe how Costs were incurred and include copies of receipts where applicable. City shall have the right of reasonable review and approval of the Costs.

4. Consultant shall complete the Services of individual Services within the time frames agreed upon by the City and Consultant from time to time during the course of this Agreement.

5. Consultant shall indemnify, defend and hold the City, its officers, Councilmembers, employees, representatives, directors, managers, successors, and agents harmless from and against any and all losses, claims, liabilities, costs and expenses, and damages, including, but not limited to, reasonable out of pocket attorney’s fees and court costs arising out of or resulting from any act or omission by or on behalf of Consultant. Notwithstanding the foregoing, to the extent that City provides Consultant with information, records, or other documents necessary or convenient for Consultant to complete the Services, Consultant may rely on the accuracy and completeness of same (except as otherwise advised by the City in writing) and Consultant shall have no liability for same to the extent that they are incomplete or inaccurate.

6. Without limiting Consultant’s obligations under Paragraph 5 of this Agreement, Consultant shall obtain and maintain during the life of this Agreement:
a. comprehensive liability insurance coverage, including premises – operations, products/completed operations, broad form property damage and blanket contractual liability, in an amount not less than $1 million per occurrence, automobile liability for owned, hired, and non-owned vehicles; and
b. such workers compensation insurance as required by statute.

Consultant shall provide City with appropriate certificates of insurance and endorsements for all of the foregoing in which City, its officers, Councilpersons, employees, and agents are named as additional insureds and specifically designating all such insurance as “primary,” excluding professional liability insurance, and providing further that same shall not be terminated nor coverage reduced without ten (10) days prior written notice to City.

7. Consultant shall not assign its interest herein or any part thereof and any attempted assignment shall be void. All documents, reports, information, data, exhibits, maps, tables, charts, and all other matters generated by Consultant shall be the property of City and shall be delivered to City upon demand without additional costs or expense to City. In the event Consultant needs to access City files in the performance of its Services, Consultant shall first receive authorization from the City Manager to do so.

Houseal Lavigne Associates Professional Services Agreement October 17, 2023 3 8. Either party may terminate this Agreement at any time by giving the other party ten (10) days prior written notice, provided that in such event Consultant shall be entitled to payment for those eservices rendered through the date of termination, provided satisfactory to City.

9. All notices required to be given under this Agreement or by law shall be in writing and shall be deemed received by the party to whom directed if personally served or if faxed, emailed, or when deposited in the United States mail, postage prepaid, first class, faxed or emailed or addressed as follows:

If to City: If to Consultant:

City Manager Houseal Lavigne Associates
209 E. Kern Street Robert Kain
Taft, California, 93268 188 W. Randolph St., Suite 200
Fax – (661) 765-2480 Chicago, IL 60601
[email protected] [email protected]
Any party may change its address or fax number by giving notice to the other party in the manner herein described.

10. Time is of the essence with regard to each covenant, condition and provision of this Agreement.

11. This Agreement shall be governed by and construed in accordance with the laws of the State of California.

12. This Agreement constitutes the entire Agreement between the parties with regard to the subject matter herein and supersedes all prior oral and written agreements and understandings between the parties with respect thereto.

13. This Agreement may not be altered, amended, or modified except by a writing executed by duly authorized representatives of all parties.

14. In the event any action or proceeding is instituted arising out of or relating to this Agreement, the prevailing party shall be entitled to its reasonable attorneys’ fees and actual costs.

15. This Agreement may be executed in counterparts and the respective signature pages for each party may thereafter be attached with the body of this Agreement to constitute one integrated Agreement which is as fully effective and binding as if the entire document had been signed at one time.

16. Notwithstanding any provision to the contrary, this Agreement shall not become effective and shall not be binding as to any party until all of the parties have executed this Agreement.

Houseal Lavigne Associates Professional Services Agreement October 17, 2023 4 17. Waiver by a party of any provision of this Agreement shall not be considered a continuing waiver or a waiver of any other provision, including the time for performance of any such provision.

18. If any term, provision, covenant or condition of this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remainder of the provisions shall remain in full force and effect and not be affected, impaired, or invalidated thereby.

19. City and Consultant each acknowledge that each party and their respective legal counsel have reviewed this Agreement and agree that this Agreement is the product of negotiations between the parties. This Agreement shall be interpreted without reference to the rule of interpretation of documents that uncertainties or ambiguities therein shall be determined against the party so drafting the Agreement.

20. Consultant agrees to take all reasonable measures to protect City’s computer systems from computer viruses including, without limitation, installation and maintenance of the latest versions of anti-virus software. Any computer virus existing as of the date of this Agreement may be removed by Consultant at City’s request and at City’s sole cost and expense.

IN WITNESS WHEREOF, the parties have executed this Agreement on the date first hereinabove written.

CITY OF TAFT Houseal Lavigne Associates, “Consultant”
____________________________ ________________________________ Dave Noerr, Mayor John Houseal, Principal/Owner
ATTEST:
______________________________
Yvette Mayfield, MMC
City Clerk
REVIEWED BY:

APPROVAL OF EXTENDING AGREEMENT WITH AMERICAN OFFICE SOLUTIONS (AOS) FOR

INFORMATION TECHNOLOGY (IT) SERVICES
SUMMARY STATEMENT:

On July 20, 2020, the City put out a Request for Qualifications (RFQ) for a qualified Information Technology Consultant to provide IT Services to the City. After going through the RFQ process and interviewing the top two scoring companies, the City decided to move forward and enter into a service agreement with American Office Solutions (AOS). The initial three year agreement that was entered into in 2020 is set to expire and we would now like to extend the agreement for another 3 year term, with the ability to renew for two subsequent one-year terms.

RECOMMENDATION:

Motion to approve extending the agreement with American Office Solutions for Information Technology (IT) Services, authorize the Mayor to execute said agreement and find that the activity is not a project per the California Environmental Quality Act (CEQA) as set forth in Section 15060(c)(3) and Section 15378 of the CEQA Guidelines. .

IMPACT ON BUDGET (Y/N): No
ATTACHMENT (Y/N): Yes – Agreement
PREPARED BY: Office of the City Manager

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ADDENDUM TO MANAGED SERVICE AGREEMENT
This Addendum to Managed Service Agreement (this “Agreement”) made and entered into this 17th day of October, 2023, by and between the CITY OF TAFT, a municipal corporation existing under the laws of the State of California, hereinafter referred to as “CITY”, and AMERICAN OFFICE SOLUTIONS, hereinafter referred to as “CONSULTANT.”

RECITALS
WHEREAS, CITY desires to extend the services of the qualified Information Technology Consultant currently providing services to the city as outlined in the Request for Qualifications (RFQ) released by the City on July 20, 2020.

WHEREAS, CITY desires to engage CONSULTANT to provide these services by reason of its qualifications and experience for performing such services and CONSULTANT has offered to provide the required services.

WHEREAS, CONSULTANT has provided CITY with that certain Managed Service Agreement between CITY and CONSULTANT dated October 1, 2023 (the “Managed Service Agreement”) and the parties wish to supplement the terms thereof by this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants and conditions set forth hereinafter, the CITY and CONSULTANT agree as follows:

SECTION 1 – SCOPE OF SERVICES.

The scope of services (the “Services”) to be performed by CONSULTANT under this Agreement is as described in the Managed Service Agreement, attached hereto as Exhibit “A” and made a part hereof.

SECTION 2 – DUTIES OF CONSULTANT.

CONSULTANT shall be responsible for providing the Services as outlined in the Managed Service Agreement and represents that it is qualified to furnish such Services. CONSULTANT shall be responsible for employing or engaging all persons necessary to perform the Services.

SECTION 3 – DUTIES OF CITY.

CITY agrees to allow CONSULTANT full and free access to computers, associated equipment, premises and team for the purposes of providing Services and shall make every effort to meet the Hardware and Software requirements.

CITY agrees to provide a Primary and Secondary IT Contact to channel all communication through and work with CONSULTANT in order to ensure fast resolutions to IT issues.

CITY agrees to provide all needed and necessary third-party authorizations in order for CONSULTANT to provide the Services and keep CONSULTANT informed of any new or changing vendors.

SECTION 4 – TERM.

This contract shall go into effect upon approval by CITY, and CONSULTANT shall commence work after providing proof of required insurance and at a date agreed upon by both CITY and CONSULTANT. This agreement is for an initial three-year term and shall automatically

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renew for two subsequent one-year terms unless terminated by either party in accordance with the terms hereof.

SECTION 5 – PAYMENT.

CITY shall pay CONSULTANT a flat monthly fee of $7,200 for the Services, as set forth in the Managed Service Agreement. CITY shall pay for after-hours support and additional project support as set forth in the Managed Service Agreement. CITY will request quotes for any work that falls outside of the scope of Services set forth in the Managed Service Agreement.

SECTION 6 – TERMINATION.

After the first year of service, the CITY or CONSULTANT may terminate this Agreement at any time by giving written notice to the other party of such termination and specifying the effective date thereof, at least sixty (60) days before the effective date of such termination.

CONSULTANT shall be entitled to payment for those services rendered through the date of termination.

SECTION 7 - CONFIDENTIALITY.

All reports and documents prepared by CONSULTANT in connection with the performance of this Agreement are confidential until released by CITY to the public. CONSULTANT shall not make any such documents or information available to any individual or organization not employed by CONSULTANT or CITY without the written consent of CITY before any such release.

SECTION 8 – INTEREST OF CONSULTANT.

CONSULTANT covenants that it presently has no interest, and shall not acquire any interest, direct or indirect, financial or otherwise, which would conflict in any manner or degree with the performance of the Services under this Agreement.

SECTION 9 – INDEMNITY.

To the full extent permitted by law, CONSULTANT shall indemnify, defend, and hold harmless CITY, and any and all of its employees, officials and agents from and against any liability (including liability for claims, suits, actions, arbitration proceedings, administrative proceedings, regulatory proceedings, losses, expenses or costs of any kind, whether actual, alleged or threatened, including legal Consultant’s fees and costs, court costs, interest, defense costs, and expert witness fees), where the same arise out of, are a consequence of, or are in any way attributable to, in whole or in part, performance of this Agreement by Consultant or by any individual or City for which Consultant is legally liable, including, but not limited to officers, agents, employees, or subcontractors of Consultant, except and to the extent such loss or damage which was caused by the negligence or willful misconduct of CITY, as determined by a Court of competent jurisdiction.

The provisions of this section shall survive termination or suspension of this Agreement.

SECTION 10 – INSURANCE.

The CONSULTANT shall provide and maintain:

General Liability

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CONSULTANT shall maintain commercial general liability insurance for personal injury and property damage of not less than $1,000,000 in the general aggregate, and name CITY as Additional Insured.

Auto Liability
CONSULTANT shall provide auto liability coverage for owned, non-owned, and hired autos with a limit of no less than one million dollars ($1,000,000) per accident.

Workers Compensation
CONSULTANT shall maintain Workers’ Compensation Insurance as required by statute.

SECTION 11 - NONASSIGNABILITY.

Both parties hereto recognize that this Agreement is for the professional services of CONSULTANT and cannot be transferred, assigned, or subcontracted by CONSULTANT without the prior written consent of CITY. Notwithstanding the foregoing, giving 60 days prior notice CONSULTANT may transfer or assign this Agreement and CONSULTANT’S rights and obligations hereunder to a purchaser of all or substantially all of CONSULTANT’S assets.

SECTION 12 - NON-DISCRIMINATION.

CONSULTANT warrants that it is an Equal Opportunity Employer and shall comply with applicable regulations governing equal employment opportunity. CONSULTANT shall not discriminate in the employment of any person because of race, color, national origin, ancestry, physical handicap, medical condition, marital status, sex, or age, unless based upon a bona fide occupational qualification pursuant to the California Fair Employment and Housing Act.

SECTION 13 - MEDIATION.

Should any dispute arise out of this Agreement, any party may request that it be submitted to mediation. The parties shall meet in mediation within 30 days of a request. The mediator shall be agreed to by the mediating parties; in the absence of an agreement, the parties shall each be entitled to strike one name from a list of mediators prepared by either the American Arbitration Association, the California State Board of Mediation and Conciliation, or other agreed-upon service.

The cost of mediation shall be borne equally by the parties. Neither party shall be deemed the prevailing party. No party shall be permitted to file a legal action without first meeting in mediation and making a good faith attempt to reach a mediated settlement. The mediation process, once commenced by a meeting with the mediator, shall last until agreement is reached by the parties but not more than 60 days, unless the maximum time is extended by the parties.

SECTION 14 - NOTICES.

All notices hereunder shall be given in writing and mailed, postage prepaid, addressed as follows:

To CITY: CITY MANAGER

CITY OF TAFT
209 E. Kern Street
Taft, California 93268

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To CONSULTANT: AMERICAN OFFICE SOLUTIONS

JEFF JONES, PRESIDENT
819 18th Street
Bakersfield, CA 93301
SECTION 15 – GOVERNING LAW.

This Agreement shall be governed by the laws of the State of California.

SECTION 16 -- SEVERABILITY.

If any provision of this document is for any reason held to be invalid, unenforceable, or contrary to public policy, law, statute, or ordinance, then the remainder of this document shall not be affected and shall remain valid and enforceable.

SECTION 17 – MANAGED SERVICE AGREEMENT
The parties acknowledge and agree to the terms and conditions of the Managed Service Agreement attached as Exhibit “A” hereto and agree to be bound thereby. In the event of a direct conflict between the terms of this Agreement and the terms of the Managed Service Agreement, the terms of this Agreement shall govern.

SECTION 18 – AUTHORITY
Each person signing this Agreement on behalf of any party represents that such person has full and complete authority to bind the party on whose behalf such person is signing.

SECTION 19 – COUNTERPARTS
This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which taken together shall constitute one and the same instrument.

IN WITNESS WHEREOF, CITY and CONSULTANT have executed this Agreement the day and year first above written.

CITY OF TAFT: AMERICAN OFFICE SOLUTIONS:

By:_________________________________ By:_________________________________ Dave Noerr, Mayor Jeff Jones, President
Attest:
____________________________________
Yvette Mayfield, MMC
City Clerk
Managed Service Agreement Quote
Prepared for:

City Of Taft
209 E. Kern Street
Taft, CA 93268
United States
Date Prepared:10/1/2023
Dear Yvette:

Here is the quote you requested.

Upon review, if you would like us to modify any of the contents of this proposal please feel free to contact me and I will address your requests.

Best Regards,
Jeff Jones
American Office Solutions LLC
819 18th Street, Bakersfield, CA 93301
(661) 869-1001
[email protected]
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YOUR IT SOLUTION INCLUDES:

QTY Description UNIT Price Total Price
1 American Office Solutions proposes to provide the City of Taft with IT support and consulting services. American Office Solutions will charge City of Taft a monthly flat fee of $7200 for unlimited remote support 8 am to 5 pm Monday through Friday. If support cannot be resolved remotely, onsite labor support will be provided and included in the monthly fee 8 am to 5 pm Monday through Friday. If onsite support is needed there will be an additional trip charge of $100 per trip.

Additional after hour support is available at the following discounted rates
M-F 6am to 7:59 am and 5pm to 7pm $150.00 an hour (remote 1hour minimum and onsite 2 hour minimum)
Extended after hours and public holidays $200.00 an hour (remote 2 hour minimum and onsite 4 hour minimum)
Additional Project support is available at the following discounted rates
M-F 8 am to 5 pm $100.00 an hour (remote 30 minute minimum and onsite 2 hour minimum)
M-F 6am to 7:59 am and 5pm to 7pm $150.00 an hour (remote 1hour minimum and onsite 2 hour minimum)
Extended after hours and public holidays $200.00 an hour (remote 2 hour minimum and onsite 4 hour minimum)
City will prepay for first years service.
$7,200.00 $7,200.00
SubTotal $7,200.00
Sales Tax $0.00
Total (Due Now) $7,200.00
Monthly Commitment $7,200.00
Initial Term of
Agreement 3 Years
Automatic Renewal
Term Of Agreement Annual
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This Quote is governed under the provisions of the Master Services Agreement located at https://aoffs.com/msa (“MSA”). This Quote is further defined by the conditions and provisions of the services guide, located at https://aoffs.com/services_guide (“Services Guide”). The MSA and Services Guide contain important provisions related to the Services (including payment and auto-renewal terms), and by agreeing to this Quote, you agree to the provisions of the MSA and the Services Guide. If you cannot access the MSA or Services Guide, or if you have any questions about those documents, then please do not sign this Quote and contact us for further information.

In the presence of the following witnesses, both the parties listed below agree on behalf of their respective Companies, Employees, Contractors and Agents to abide by all the Items outlined in this Agreement.

American Office Solutions LLC (US)
Full Name: Witness:

Title: Title:

Signature: Signature:

Date: / / Date: / /
(YOU)
Client Name: City Of Taft
Client Address: 209 E. Kern Street
Taft, CA 93268
United States
Full Name: Witness:

Title: Title:

Signature: Signature:

Date: / / Date: / /
Page: 3
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Master Services Agreement
Hello and thank you for entrusting American Office Solutions, LLC (“AOS,” “we,” “us,” or “our”) to provide you with professional information technology services. This Master Services Agreement (this “Agreement”) governs our business relationship with you, so please read this document carefully and keep a copy for your records.

SCOPE
a) Context. Throughout this Agreement, references to “Client,” “you,” or “your” mean the entity who has accepted a quote, proposal, service order, or similar document (electronic or otherwise) from AOS. (In this Agreement we refer collectively to these type of documents as a “Quote,” although the actual title(s) or caption(s) of the service-related document might vary.)
b) Scope of Services. This is a “master” agreement and, as such, specific services are not listed in this Agreement. Instead, any services to be provided to you or facilitated for you (as applicable) will be described in a Quote (collectively, “Services”). The scope of our engagement with you is limited to those services expressly listed in a Quote; all other services, projects, and related matters are out-of-scope and will not be provided to you unless we expressly agree to do so in writing (collectively, “Out of Scope Services”). In addition to a Quote, the Services are also defined, clarified, and governed under an additional document that we will refer to in this Agreement as a “Services Guide.” Our Services Guide is akin to a “user manual” that providesimportant and binding details about the Services, for example, (i) how the Services are provided/delivered, (ii) service levels applicable to the Services, (iii) additional payment terms/obligations, and (iv) auto-renewal terms for the Services. Please read both the Quote and the Services Guide before accepting the Quote. If you have any questions about either of those documents or this Agreement, please do not sign the Quote and, instead, contact us for more information.
c) Version. Each Quote will be governed under the version of this Agreement that is in place as of the “last updated” date indicated at the bottom of this document. For that reason, you should keep a copy of this document and make a note of the date indicated below when you accept a Quote.
d) Conflicts. The provisions of a Quote govern over conflicting or different terms contained in this Agreement and the Services Guide—this allows us to craft solutions to meet your needs by making applicable changes in the Quote.

Conflicting language between the Services Guide and this Agreement will be interpreted in favor of the Services Guide. e) Third Party Providers/Services. Some services may be provided to you directly by our personnel, such as situations in which our personnel install software agents on managed devices or physically install equipment at your premises. These services are distinguishable from services that are provided to you or us by third party providers, who are often referred to in the industry as “upstream providers.” (In this Agreement, we refer to upstream providers as “Third Party Providers” and the services that are provided by Third Party Providers are referred to as “Third Party Services”). By way of example, Third Party Services may include help desk services, malware detection and remediation services, firewall and endpoint security-related services, backup and disaster recovery solutions, and the provision of software used to monitor the managed part of your network, among others. i. Selection. As your managed information technology provider, we will select the Third Party Providers that provide services appropriate for your managed information technology environment (the “Environment”) and facilitate the provision of Third Party Services to you. Not all Third Party Services will be expressly identified as being provided by a Third Party Provider, and we reserve the right to change Third Party Providers in our sole discretion as long as the change does not materially diminish the Services that we are obligated to provide or facilitate under a Quote.
ii. Reseller. We are resellers and/or facilitators of the Third Party Services and do not provide those services to you directly. For this reason, we are not and cannot be responsible for any defect, omission, or failure of any Third Party Service or any failure of any Third Party Provider to provide its services to you or to us. Third Party Services are provided on an “as is” basis only. If an issue requiring remediation arises with a Third Party Service, then we will endeavor to provide a reasonable workaround or, if available, a “temporary fix” for the situation; however, we do not warrant or guarantee that any particular workaround or fix will be available or achieve any particular result, or that Third Party Services will run in an uninterrupted or error-free manner. iii. Price Increases. We reserve the right to pass through to you any increases in the costs and/or fees charged by Third Party Providers for the Third Party Services (“Pass Through Increases”). Since we do not control Third Party Providers, we cannot predict whether such price increases will occur, however, should they occur, we will endeavor to provide you with as much advance notice as reasonably possible.

IMPLEMENTATION
a. Advice; Instructions. From time to time, we may offer you specific advice and directions related to the Services (“Advice”).

For example, our Advice may include increasing server or hard drive capacity, increasing CPU power, replacing obsolete equipment, or requesting that you refrain from engaging in acts that disrupt the Environment or that make the Environment less secure. You are strongly advised to promptly follow our Advice which, depending on the situation, may require you to make additional purchases or investments in the Environment at your sole cost. We are not responsible for any problems or issues (such as downtime or security-related issues) caused by your failure to promptly follow our Advice.

If, in our reasonable discretion, your failure to follow our Advice makes part or all of the Services economically or technically unreasonable or impracticable to provide or facilitate, then we may terminate the applicable Services For Cause (explained below) by providing notice of termination to you or, alternatively, we may adjust the scope of the Quote to exclude any impacted or affected portion of the Environment. Unless specifically and expressly stated in writing by us (such as in a Quote), any services required to remediate issues caused by your failure to follow our Advice, or your unauthorized modification of the Environment, as well as any services required to bring the Environment up to or maintain the Minimum Requirements(defined below), are out-of-scope. i. Co-Management. In co-managed situations (e.g., where you have designated other vendors or personnel, or “CoManaged Providers,” to provide you with services that overlap or conflict with the Services provided or facilitated by us), we will endeavor to implement the Services in an efficient and effective manner; however, (a) we will not be responsible for the acts or omissions of Co-Managed Providers, or the remediation of any problems, errors, or downtime associated with those acts or omissions, and (b) in the event that a Co-Managed Provider’s determination on an issue differs from our position on a Service-related matter, we will yield to the Co-Managed Provider’s determination and bring that situation to your attention. ii. Prioritization. All Services will be implemented and/or facilitated (as applicable) on a schedule, and in a prioritized manner, as we determine reasonable and necessary. Exact commencement / start dates may vary or deviate from the dates we state to you depending on the Services being provided and the extent to which prerequisites (if any), such as transition or onboarding activities, must be completed. iii. Modifications. To avoid a delay or negative impact on the Services, we strongly recommend that you refrain from modifying or moving the Environment, or installing software in the Environment, unless we expressly authorize such activity. In all situations (including those in which we are co-managing an Environment with your as described above), we will not be responsible for changes to the Environment that are not authorized by us or any issues or errors that arise from those changes. b) Third Party Support. If, in our discretion, a hardware or software issue requires vendor or OEM support, we may contact the vendor or OEM (as applicable) on your behalf and invoice you for all fees and costs involved in that process (“OEM Fees”). If OEM Fees are anticipated in advance, we will endeavor to obtain your permission before incurring such expenses on your behalf unless exigent circumstances require us to act otherwise. We do not warrant or guarantee that the payment of OEM Fees will resolve any particular problem or issue, it being understood that the resolution process can sometimes require the payment of OEM Fees to narrow (or potentially eliminate) potential issues. c) Authorized Contact(s). We will be entitled to rely on any directions or consent provided by your personnel or representatives who you designate to provide such directions or consent (“Authorized Contacts”). If no Authorized Contact is identified in an applicable Quote or if a previously identified Authorized Contact is no longer available to us, then your Authorized Contact will be the person (i) who accepted the Quote, and/or (ii) who is generally designated by you during our relationship to provide us with direction or guidance. We will be entitled to rely upon directions and guidance from your Authorized Contact until we are affirmatively made aware of a change of status of the Authorized Contact. If your change is provided to us in writing (physical document or by email), then the change will be implemented within two (2) business days after the first business day on which we receive your change notice. If your change notice is provided to us in person or by telephone (live calls only), the change will be implemented on the same business day in which the conversation takes place. Do not use a ticketing system or help desk request to notify us about the change of an Authorized Contact; similarly, do not leave a recorded message for us informing us of a change to your Authorized Contact. We reserve the right but not the obligation to delay the Services until we can confirm the Authorized Contact’s authority within your organization.
d) Access. You hereby grant to us and our designated Third Party Providers the right to monitor, diagnose, manipulate, communicate with, retrieve information from, and otherwise access the Environment solely as necessary to enable us or those providers, as applicable, to provide the Services. Depending on the Service, we may be required to install one or more software agents into the Environment through which such access may be enabled. It is your responsibility to secure, at your own cost and prior to the commencement of any Services, any necessary rights of entry, licenses (including software licenses), permits or other permissions necessary for AOS or applicable Third Party Providers to provide the Services to you. Proper and safe environmental conditions must be always provided and assured by you.

AOS shall not be required to engage in any activity or provide any Services under conditions that pose or may pose a safety or health concern to any personnel, or that would require extraordinary or non-industry standard efforts to achieve.
e) Ongoing Requirements. Everything in the managed environment must be genuine and licensed—including all hardware, software, etc. If we ask for proof of authenticity and/or licensing, you must provide us with such proof. If we require certain minimum hardware or software requirements (“Minimum Requirements”), you agree to implement and maintain those Minimum Requirements as an ongoing requirement of us providing the Services to you. f) Response. Our response to issues relating to the Services will be handled in accordance with the provisions of the Quote or, if applicable, Services Guide. In no event will we be responsible for delays in our response or our provision of Services during (i) those periods of time covered under the Transition Exception (defined below), or (ii) periods of delay caused by Scheduled Down Time, Client-Side Downtime, Vendor-Side Downtime (all defined below). or (iii) periods in which we are required to suspend the Services to protect the security or integrity of the Environment or our equipment or network, or (iv) delays caused by a force majeure event.
i. Scheduled Downtime. For the purposes of this Agreement, Scheduled Downtime will mean those hours, as determined by us but which will not occur between the hours of 8:00 AM and 5:00 PM Pacific Time, Monday through Friday without your authorization or unless exigent circumstances exist, during which time we will perform scheduled maintenance or adjustments to the Environment. We will use our best efforts to provide you with at least twenty-four (24) hours of notice prior to scheduling Scheduled Downtime. ii. Client-Side Downtime. We will not be responsible under any circumstances for any delays or deficiencies in the provision of, or access to, the Services to the extent that such delays or deficiencies are caused by your actions or omissions (“Client-Side Downtime”). Client-Side Downtime includes, but is not limited to, any period of time during which we require your participation, or we require information, directions, or authorization from you but cannot reach your Authorized Contact(s).
iii. Vendor-Side Downtime. We will not be responsible under any circumstances for any delays or deficiencies in the provision of, or access to, the Services to the extent that such delays or deficiencies are caused by third party service providers, third party licensors, or “upstream” service or product vendors. iv. Transition Exception. You acknowledge and agree that for the first forty-five (45) days following the commencement date of any Service, as well as any period of time during which we are performing off-boardingrelated services (e.g., assisting you in the transition of the Services to another provider, terminating a service, etc.), the response time commitments provided to you will not apply to us, it being understood that there may be unanticipated downtime or delays related to those activities (the “Transition Exception”).

FEES; PAYMENT
a) Fees. You agree to pay the fees, costs, and expenses charged by us for the Services in accordance with the amounts, methods, restrictions, and schedules described in each Quote and the Services Guide (“Fees”). In addition to the Fees, you are responsible for any miscellaneous costs and expenses (not to exceed $250/month without your prior consent) that we incur in providing or facilitating the Services to you (“Miscellaneous Expenses”). Miscellaneous Expenses will generally appear as a line item entry on your invoice(s) and may include, for example, small device purchases (such as a UPS), delivery/postal/courier costs, data migration tools, and registration/service initiation fees charged by Third Party Providers. You are responsible for sales tax and any other taxes or governmental fees associated with the Services.

If you qualify for a tax exemption, you must provide us with a valid certificate of exemption or other appropriate proof of exemption. You are also responsible for all freight, insurance, and taxes (including but not limited to import or export duties, sales, use, value add, and excise taxes).
b) Schedule. Unless otherwise indicated in a Quote, fees are payable in advance of the provision of the applicable Services.

Generally, all fees anticipate automatic monthly recurring payment by you, and payments by any other methods may result in increased fees or costs.
c) Nonpayment. Fees that remain unpaid for more than thirty (30) days when due will be subject to interest on the unpaid amount(s) until and including the date payment is received, at the lower of either 1% per month or the maximum allowable rate of interest permitted by applicable law. We reserve the right, but not the obligation, to suspend part or all of the Services without prior notice to you in the event that any portion of undisputed fees are not timely paid.

Monthly or recurring charges (if applicable) will continue to accrue during any period of suspension. Notice of disputes related to fees must be received by us within sixty (60) days after the applicable Service is rendered or the date on which you pay an invoice, whichever is later; otherwise, you waive your right to dispute the fee thereafter. We reserve the right to charge a reasonable reconnect fee (of no more than 10% of your monthly recurring fees) if we suspend the Services due to your nonpayment.
d) Increases. Fee increases, such as increases in our monthly recurring fees or service rates, will be handled in the manner described in the Quote and Services Guide. Please read those documents carefully so that you understand how, and when, such increases may occur. Please note: Limits on fee increases, if described in the Quote or Services Guide, will not apply to Pass Through Increases (described above) which will be excluded when calculating fee increases. e) Expenses. Any costs or expenses that we incur while providing the Services during a national, state, or local emergency or during a period in which there are fuel, manpower, or other national or local shortages (“State of Emergency”) will be invoiced and payable by you. By way of example, such expenses may include incremental increases in the cost of gasoline or electrical power, or the purchase of health or safety equipment reasonably necessary to provide the Services to you.

LIMITED WARRANTIES; LIMITATIONS OF LIABILITY
a) Hardware / Software Purchases. All equipment, machines, hardware, software, peripherals, or accessories purchased through AOS (“Third Party Products”) are generally nonrefundable once the item is obtained from AOS’s third party provider or reseller. If you desire to return a Third Party Product, then the third party provider’s or reseller’s return policies will apply. We do not guarantee that Third Party Products will be returnable, exchangeable, or that re-stocking fees can or will be avoided, and you agree to be responsible for paying all re-stocking or return-related fees charged by the third party provider or reseller. We will use reasonable efforts to assign, transfer and facilitate all warranties (if any) and service level commitments (if any) for the Third Party Products to you, but will have no liability whatsoever for the quality, functionality, or operability of any Third Party Products, and we will not be held liable as an insurer or guarantor of the performance, uptime or usefulness of any Third Party Products. You will be responsible for all fees and costs (if any) charged for warrantyrelated service. All Third Party Products are provided “as is” and without any warranty whatsoever as between AOS and you (including but not limited to implied warranties).
b) Liability Limitations. This paragraph limits the liabilities arising from the Services and is a bargained-for and material part of our business relationship with you. You acknowledge and agree that AOS would not provide any Services, or enter into any Quote or this Agreement, unless AOS could rely on the limitations described in this paragraph. In no event will either party be liable for any indirect, special, exemplary, consequential, or punitive damages, such as lost revenue, loss of profits (except for fees due and owing to AOS), savings, or other indirect or contingent event-based economic loss arising out of or in connection with the Services, this Agreement, any Quote, or for any breach hereof or for any damages caused by any delay in furnishing Services under this Agreement or any Quote, even if a party has been advised of the possibility of such damages; however, reasonable attorneys’ fees awarded to a prevailing party (as described below), your indemnification obligations, and any amounts due and payable pursuant to the non-solicitation provision of this Agreement shall not be limited by the foregoing limitation. Except for the foregoing exceptions, a responsible party’s (“Responsible Party’s”) aggregate liability to the other party (“Aggrieved Party”) for damages from any and all claims or causes whatsoever, and regardless of the form of any such action(s), that arise from or relate to this Agreement (collectively, “Claims”), whether in contract, tort, indemnification, or negligence, shall be limited solely to the amount of the Aggrieved Party’s actual and direct damages, not to exceed the amount of fees paid by you (excluding hard costs for licenses, hardware, etc.) to AOS for the specific Service upon which the applicable claim(s) is/are based during the three (3) month period immediately prior to the date on which the cause of action accrued or $10,000, whichever is greater.

The foregoing limitations shall apply even if the remedies listed in this Agreement fail of their essential purpose; however, the limitations shall not apply to the extent that the Claims are caused by a Responsible Party’s willful or intentional misconduct, or gross negligence. Similarly, a Responsible Party’s liability obligation shall be reduced to the extent that a Claim is caused by, or the result of, the Aggrieved Party’s willful or intentional misconduct, gross negligence, or to the extent that the Aggrieved Party failed to reasonably mitigate (or attempt to mitigate, as applicable) the Claims. Under no circumstances shall AOS have any liability for any claims or causes of action arising from or related to Out of Scope Services. c) Waiver of Liability for Admin/Root Access. We strongly suggest that you refrain from providing administrative (or “root)” access to the Environment to any party other than AOS, as such access by any person other than an AOS employee could make the Environment susceptible to serious security and operational issues caused by, among other things, human error, hardware/software incompatibility, malware/virus attacks, and related occurrences. If you request or require us to provide any non-AOS personnel (i.e., non-AOS employees, such as in a co-managed situation) with administrative or “root” access to any portion of the Environment, then you hereby agree to indemnify and hold us harmless from and against any and all Environment-related issues, downtime, exploitations, and/or vulnerabilities, as well as any damages, expenses, costs, fees, charges, occurrences, obligations, claims, and causes of action (collectively “Claims”) arising from or related to any activities that occur, may occur, or were likely to have occurred in or through the Environment at an administrative or root level, as well as any issues, downtime, exploitations, vulnerabilities, or Claims that can reasonably be traced back or connected to activities occurring at the administrative or root level (“Activities”) in the Environment provided, of course, that such Activities were not performed or authorized in writing by AOS. AOS’s business records shall be final and determinative proof of whether any Activities were performed or authorized in writing by AOS. d) Waiver of Liability for Legacy Devices. Legacy Devices (defined below) may fail from time to time or cause other parts or processes of the Environment to operate improperly or (in some cases) fail. If a Legacy Device must remain in the Environment, or if we agree to allow a Legacy Device to operate within the Environment, or if you decline to promptly replace a Legacy Device when we request you to do so, then you understand and agree that (i) neither we nor any Third Party Provider will be responsible for the remediation of issues arising from or related to the existence or use of the Legacy Device in the Environment, and (ii) we and our Third Party Providers will be held harmless from and against all issues, claims, and causes of action arising from or related to the existence or use of the Legacy Device in the Environment. As used herein, “Legacy Device” means a piece of equipment, device, hardware, or software that is outdated, obsolete, incompatible with industry-standards, and/or no longer supported by its original manufacturer.

INDEMNIFICATION
Each party (an “Indemnifying Party”) agrees to indemnify, defend, and hold the other party (an “Indemnified Party”) harmless from and against any and all losses, damages, costs, expenses or liabilities, including reasonable attorneys’ fees, (collectively, “Damages”) that arise from, or are related to, the Indemnifying Party’s breach of this Agreement. The Indemnified Party will have the right, but not the obligation, to control the intake, defense and disposition of any claim or cause of action for which indemnity may be sought under this section. The Indemnifying Party shall be permitted to have counsel of its choosing participate in the defense of the applicable claim(s); however, (i) such counsel shall be retained at the Indemnifying Party’s sole cost, and (ii) the Indemnified Party’s counsel shall be the ultimate determiner of the strategy and defense of the claim(s) for which indemnity is provided. No claim for which indemnity is sought by an Indemnified Party will be settled without the Indemnifying Party’s prior written consent, which shall not be unreasonably delayed or withheld.

TERM; TERMINATION
There are several dates of which you should be aware, including the effective/termination dates of this Agreement and the effective/termination dates of the Services under a Quote. Each Quote will have its own term and will be terminated only as provided in this Agreement or as provided in the Quote or Services Guide. a) This Agreement. This Agreement applies to all Services and is effective as of the date on which we provide a Service to you or on the date on which you accept a Quote, whichever is earlier (“Effective Date”). This Agreement will terminate automatically (i) if you or we terminate this Agreement For Cause (described below), or (ii) six (6) months after the Services have been provided to you. Upon the termination of this Agreement or Services under a Quote, all Services will immediately and permanently cease; however, the termination of this Agreement or Services under a Quote shall not change or eliminate any fees that accrued and/or were payable to us prior to the date of termination, all of which shall be paid by you. Please note, this Agreement shall not be terminated by either party without cause if Services are in progress under a Quote.
b) Quotes. The term of the Services will be as indicated in the applicable Quote and Services Guide. The termination of Services under one Quote shall not, by itself, cause the termination of (or otherwise impact) this Agreement or the status or progress of any other Services between the parties. Please note, a Quote and/or Services Guide may provide for autorenewal of the Services; please review your documents carefully. c) Termination Without Cause. Unless otherwise indicated in the Quote or otherwise permitted under this Agreement, no party will terminate this Agreement without cause if, on the date of termination, Services are in progress. In addition, no party will terminate a Quote without cause prior to the Quote’s natural (i.e., specified) expiration or termination date. (By way of example: If a Quote provides for an annual service, then the Services under that Quote cannot be terminated without cause prior to the expiration of one year). If you terminate the Services under a Quote without cause and without AOS’s consent, then you agree to be responsible for paying the termination fee described in the “Termination for Cause” section, below.
a) Termination For Cause. In the event that one party (a “Defaulting Party”) commits a material breach under a Quote, Services Guide, or under this Agreement, the non-Defaulting Party will have the right, but not the obligation, to terminate immediately the Services under the relevant Quote (a “For Cause” termination) provided that (i) the non-Defaulting Party has notified the Defaulting Party of the specific details of the breach in writing, and (ii) the Defaulting Party has not cured the default within twenty (20) days (ten (10) days for non-payment by Client) following receipt of written notice of breach from the non-Defaulting Party.
i) Remedies for Early Termination. If AOS terminates this Agreement or any Quote For Cause, or if you terminate any Services under a Quote without cause prior to such Quote’s expiration date, then AOS shall be entitled to receive, and you hereby agree to pay to us, all amounts that would have been paid to AOS had this Agreement or Quote (as applicable) remained in full effect, calculated using the fees and costs in effect as of the date of termination (“Termination Fee”). If you terminate this Agreement or a Quote For Cause, then you will be responsible for paying only for those Services that were delivered properly and accepted by you up to the effective date of termination, and nothing more.
ii) Service Tickets. Given the vast number of interactions between hardware, software, wireless, and cloud-based solutions, a managed network may occasionally experience disruptions and/or downtime due to, among other things, hardware/software conflicts, communication-related issues, obsolete equipment, and/or user error (“Conflicts”). We cannot and do not guarantee that such Conflicts will not occur, and you understand and agree that the number of service tickets submitted by you is not, by itself, an indication of default by AOS. b) Client Activity as a Basis for Termination. If you or any of your staff, personnel, contractors, or representatives engages in any unacceptable act or behavior that renders it impracticable, imprudent, or unreasonable to provide the Services to you, then in addition to AOS’s other rights under this Agreement, AOS will have the right upon providing you with ten (10) days prior written notice, to terminate this Agreement or the applicable Quote For Cause. c) Consent. You and we may mutually consent, in writing, to terminate a Quote or this Agreement at any time. d) Equipment / Software Removal. Upon termination of this Agreement or applicable Quote for any reason, you will provide us with access, during normal business hours, to your premises or any other locations at which AOS Equipment is located to enable usto remove all AOS Equipment from the premises. If you fail or refuse to grant AOS access as described herein, or if any of the AOS Equipment is missing, broken or damaged (normal wear and tear excepted) or any of AOS-supplied software is missing, we will have the right to invoice you for, and you hereby agree to pay immediately, the full replacement value of all missing or damaged items. Certain services may require the installation of software agents in the Environment (“Software Agents”). You agree not to remove, disable, circumvent, or otherwise disrupt any Software Agents unless we explicitly direct you to do so.
e) Transition; Deletion of Data. If you request our assistance to transition away from our services, we will provide such assistance if (i) all fees due and owing to us are paid to us in full prior to AOS providing its assistance to you, and (ii) you agree to pay our then-current hourly rate for such assistance, with up-front amounts to be paid to us as we may require.

For the purposes of clarity, it is understood and agreed that the retrieval and provision of passwords, log files, administrative server information, or conversion of data are transition services, and are subject to the preceding requirements. You also understand and agree that any software configurations that we custom create or program for you are our proprietary information and shall not be disclosed to you under any circumstances. Unless otherwise expressly stated in a Quote or Services Guide or prohibited by applicable law, we will have no obligation to store or maintain any Client data in our possession or control following the termination of this Agreement or the applicable Services.

CONFIDENTIALITY
a) Defined. For the purposes of this Agreement, Confidential Information means all non-public information provided by one party (“Discloser”) to the other party (“Recipient”), including but not limited to customer-related data, customer lists, internal documents, internal communications, proprietary reports and methodologies, and related information.

Confidential Information will not include information that: (i) has become part of the public domain through no act or omission of the Recipient, (ii) was developed independently by the Recipient, or (iii) is or was lawfully and independently provided to the Recipient prior to disclosure by the Discloser, from a third party who is not and was not subject to an obligation of confidentiality or otherwise prohibited from transmitting such information. b) Use. The Recipient will keep the Confidential Information it receives fully confidential and will not use or disclose such information to any third party for any purpose except (i) as expressly authorized by the Discloserin writing, or (ii) as needed to fulfill its obligations under this Agreement, or (iii) as required by any law, rule, or industry-related regulation. c) Due Care. The Recipient will exercise the same degree of care with respect to the Confidential Information it receivesfrom the Discloser as it normally takes to safeguard and preserve its own confidential and proprietary information, which in all cases will be at least a commercially reasonable level of care. d) Compelled Disclosure. If a Recipient is legally compelled (whether by deposition, interrogatory, request for documents, subpoena, civil investigation, demand or similar process) to disclose any of the Confidential Information, and provided that it is not prohibited by law from doing so, that Recipient will immediately notify the Discloser in writing of such requirement so that the Recipient may seek a protective order or other appropriate remedy and/or waive the Discloser’s compliance with the provisions of this Section. The Recipient will use its best efforts, as directed by the Discloser and at the Discloser’s expense, to obtain or assist the Recipient in obtaining any such protective order. Failing the entry of a protective order or the receipt of a waiver hereunder, the Recipient may disclose, without liability hereunder, that portion (and only that portion) of the Confidential Information that the Recipient has been advised, by written opinion from its counsel (which shall be shared with the Discloser), that the Recipient is legally compelled to disclose. e) Additional NDA. In our provision of the Services, you and we may be required to enter into one or more additional nondisclosure agreements (each an “NDA”) for the protection of a third party’s Confidential Information. In that event, the terms of the NDA will be read in conjunction with the terms of the confidentiality provisions of this Agreement, and the terms that protect confidentiality most stringently shall govern the use and destruction of the relevant Confidential Information. If in the normal provision of the Services we are in receipt of or otherwise have access to personal health information (as defined in the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”), we will be your business associate as that term is defined under HIPAA and will enter into a mutually agreeable Business Associate Agreement.

OWNERSHIP
Each party is, and will remain, the owner and/or licensor of all works of authorship, patents, trademarks, copyrights, and other intellectual property owned by such party (“Intellectual Property”), and nothing in this Agreement, any Quote, or a Services Guide conveys or grants any ownership rights or goodwill in one party’s Intellectual Property to the other party. For the purposes of clarity, you understand and agree that we own any software, codes, algorithms, or other works of authorship that we create while providing the Services to you. If we provide licenses to you for third party software, then you understand and agree that such software is licensed, and not sold, to you, and your use of that software is subject to the terms and conditions of (i) this Agreement, (ii) the applicable Quote, (iii) written directions supplied to you by us, and (iv) any applicable EULA; no other uses of such third party software are permitted. To the maximum extent permitted by applicable law, we make no warranty or representation, either expressed or implied, with respect to third party software or its quality, performance, merchantability, or fitness for a particular purpose.

ARBITRATION
Except for undisputed collections actions to recover fees due to us (“Collections”), any dispute, claim or controversy arising from or related to this Agreement, including the determination of the scope or applicability of this agreement to arbitrate, shall be settled by arbitration before one arbitrator who is mutually agreed upon by the parties. The arbitration shall be administered and conducted by the American Arbitration Association (the “AAA”) or if there is no AAA -certified arbitrator available within a twenty (20) mile radius of our office, then by any arbitration forum as determined by us, pursuant to the selected forum’s arbitration rules for commercial disputes (the “Rules”). In the event of any inconsistency between the Rules and the procedures set forth in this paragraph, the procedures set forth in this paragraph will control. The arbitrator will be experienced in contract, intellectual property and information technology transactions. If the parties cannot agree on an arbitrator within fifteen (15) days after a demand for arbitration is filed, the arbitration venue shall select the arbitrator. The arbitration shall take place in our office unless we agree to a different venue. The arbitrator will determine the scope of discovery in the matter; however, it is the intent of the parties that any discovery proceedings be limited to the specific issues in the applicable matter, and that discovery be tailored to fulfill that intent. Initially, the cost of the arbitration shall be split evenly between the parties; however, the party prevailing in the arbitration shall be entitled to an award of its reasonable attorneys’ fees and costs.

MISCELLANEOUS
a) Changes to Services Guide. Services we provide and/or facilitate may be further described and governed under our Services Guide (described above). We reserve the right, and you hereby agree that we are permitted, to modify our Services Guide (and the Services themselves) from time to time, in our discretion, to accommodate changes in the industry and relevant services required under a Quote. You will be notified of those changes (if any) by email. b) End User Agreements. Portions of the Services may require you to accept the terms of one or more third party end user license agreements, third party customer agreements and/or third party subscription agreements (collectively, “End User Agreements”). If the acceptance of an End User Agreement is required in order for you to receive any Services, then you hereby grant us permission to accept the applicable agreement(s) on your behalf. End User Agreements may contain service levels, warranties and/or liability limitations that are different than those contained in this Agreement. You agree to be bound by the terms of all applicable End User Agreements. If, while providing the Services, you or we are required to comply with an End User Agreement and that agreement is modified or amended, we reserve the right to modify or amend any applicable Quote with you to ensure your and our continued compliance with the terms of the applicable End User Agreement.
c) BYOD. You hereby represent and warrant that we are authorized to access all devices, peripherals and/or computer processing units, including mobile devices (such as notebook computers, smart phones and tablet computers) that are connected to the Environment (collectively, “Devices”), regardless of whether such Devices are owned, leased or otherwise controlled by you. Unless otherwise stated in writing by us, Devices managed under a Quote will not receive or benefit from the Services while the devices are detached from, or unconnected to, the Environment. Client is strongly advised to refrain from connecting Devices to the Environment where such devices are not previously known to us and are not expressly covered under a managed service plan from us (“Unknown Devices”). We will not be responsible for the diagnosis or remediation of any issues in the Environment caused by the connection or use of Unknown Devices in the Environment, and we will not be obligated to provide the Services to any Unknown Devices. d) Equipment. The information on equipment returned to us at the end of the Services will be deleted; however, we cannot and do not guarantee that deleted information will be rendered irrecoverable under all circumstances. For that reason, we strongly recommend that you permanently delete any personal, confidential, and/or highly-sensitive information from such equipment before returning that equipment to us.
e) Compliance. Unless otherwise expressly stated in a Quote, the Services are not intended, and will not be used, to bring Client into full regulatory compliance with any rule, regulation, or requirement that may be applicable to Client’s business or operations. Depending on the Services provided, the Services may aid Client’s efforts to fulfill regulatory compliance; however, the Services are not (and should not be used as) a compliance solution. f) Disclosure. You warrant and represent that you know of no law or regulation governing your business that would impede or restrict our provision of the Services, or that would require us to register with, or report our provision of the Services (or the results thereof), to any government or regulatory authority. You agree to promptly notify us if you become subject to any of the foregoing which, in our discretion, may require a modification to the scope or pricing of the Services.

Similarly, if you are subject to responsibilities under any applicable privacy law (such as HIPAA), then you agree to identify to us any data or information subject to protection under that law prior to providing such information to us or, as applicable, prior to giving us access to such information.
g) No Fiduciary. The scope of our relationship with you is limited to the specific Services provided to you; no other relationship, fiduciary or otherwise, exists or will exist between us. If, by operation of law, a fiduciary relationship is imposed or presumed for out-of-scope services, you hereby waive that relationship and any fiduciary obligations thereunder. h) Virtual Security. You understand and agree that no security solution is one hundred percent effective, and any security paradigm may be circumvented and/or rendered ineffective by certain malware, such as certain ransomware or rootkits that were unknown to the malware prevention industry at the time of infection, and/or which are downloaded or installed into the Environment. We do not warrant or guarantee that all malware or malicious activity will be capable of being detected, avoided, quarantined or removed, or that any data deleted, corrupted, or encrypted by such malware (“Impacted Data”) will be recoverable. Unless otherwise expressly stated in a Quote, the recovery of Impacted Data is out-of-scope. Moreover, unless expressly stated in a Quote or Services Guide, we will not be responsible for activating multifactor authentication in any application in or connected to the Environment. You are strongly advised to (i) educate your employees to properly identify and react to “phishing” activity (i.e., fraudulent attempts to obtain sensitive information or encourage behavior by disguising oneself as a trustworthy entity or person through email), and (ii) obtain insurance against cyberattacks, data loss, malware-related matters, and privacy-related breaches, as such incidents can occur even under a “best practice” scenario. Unless a malware-related incident is caused by our intentionally malicious behavior or our gross negligence, we are held harmless from any costs, expenses, or damages arising from or related to such incidents.
i) Physical Security. You agree to implement and maintain reasonable physical security for all managed hardware and related devices in your physical possession or control. Such security measures must include (i) physical barriers, such as door and cabinet locks, designed to prevent unauthorized physical access to protected equipment, (ii) an alarm system to mitigate and/or prevent unauthorized access to the premises at which the protected equipment is located, (iii) fire detection and retardant systems, and (iv) periodic reviews of personnel access rights to ensure that access policies are being enforced, and to help ensure that all access rights are correct and promptly updated. j) Updates. Patches and updates to hardware and software (“Updates”) are created and distributed by third parties—such as equipment or software manufacturers—and may be supplied to us from time to time for installation into the Environment. If Updates are provided to you as part of the Services, we will implement and follow the manufacturers’ recommendations for the installation of Updates; however, (i) we do not warrant or guarantee that any Update will perform properly, (ii) we will not be responsible for any downtime or losses arising from or related to the installation, use, or inability to use any Update, (iii) we will not be responsible for the remediation of any device or software that is rendered inoperable or non-functional due to the Update, and (iv) we reserve the right, but not the obligations, to refrain from installing an Update until we have determined, in our reasonable discretion, that the Updates will be compatible with the configuration of the Environment and materially beneficial to the features or functionality of the affected software or hardware.
k) No Poaching. Each party (a “Restricted Party”) acknowledges and agrees that during the term of this Agreement and for a period of one (1) year following the termination of this Agreement, the Restricted Party will not, individually or in conjunction with others, directly or indirectly solicit, induce or influence any of the other party’s employees with whom the Restricted Party worked to discontinue or reduce the scope of their business relationship with the other party, or recruit, solicit or otherwise influence any employee of the other party with whom the Restricted Party worked to discontinue his/her employment or agency relationship with the other party. In the event of a violation of the terms of the restrictive covenants in this section, the parties acknowledge and agree that the damages to the other party would be difficult or impracticable to determine, and in such event, the Restricted Party will pay the other party as liquidated damages and not as a penalty an amount equal to one hundred thousand dollars ($100,000) or the amount that the other party paid to that employee in the one (1) year period immediately preceding the date on which the Restricted Party violated the foregoing restriction, whichever is greater. In addition to and without limitation of the foregoing, any solicitation or attempted solicitation for employment directed to a party’s employees by the Restricted Party will be deemed to be a material breach of this Agreement, in which event the affected party shall have the right, but not the obligation, to terminate this Agreement or any then-current Quote immediately For Cause. l) Collections. If we are required to send your account to Collections or to start any Collections-related action to recover undisputed fees, we will be entitled to recover all costs and fees we incur in the Collections process including but not limited to reasonable attorneys’ fees and costs.
m) Assignment. Neither this Agreement nor any Quote may be assigned or transferred by a party without the prior written consent of the other party. This Agreement will be binding upon and inure to the benefit of the parties hereto, their legal representatives, and permitted successors and assigns. Notwithstanding the foregoing, we may assign our rights and obligations hereunder to a successor in ownership in connection with any merger, consolidation, or sale of substantially all of the assets of our business or any other transaction in which ownership of more than fifty percent (50%) of our voting securities are transferred; provided, however, that the assignee expressly assumes our obligations hereunder. n) Amendment. This Agreement and any Quote may be amended only by a written document (email or similar electronic documents are sufficient for this purpose) that is initiated by us, and that specifically refers to this Agreement or the Quote being amended and is affirmatively accepted in writing (email or electronic signature is acceptable) by you. o) Time Limitations. The parties mutually agree that, unless otherwise prohibited by law, any action for any matter arising out of or related to any Service (except for issues of nonpayment by Client) must be commenced within six (6) months after the cause of action accrues or the action is forever barred. p) Severability. If any provision in this Agreement, any Quote, or the Services Guide is declared invalid by a court of competent jurisdiction, such provision will be ineffective only to the extent of such invalidity, illegibility or unenforceability so that the remainder of that provision and all remaining provisions will be valid and enforceable to the fullest extent permitted by applicable law.
q) Other Terms. We will not be bound by any terms or conditions printed on any purchase order, invoice, memorandum, or other written communication supplied by you unless we have expressly acknowledged the other terms and, thereafter, expressly and specifically accepted such other terms in writing. r) No Waiver. The failure of either party to enforce or insist upon compliance with any of the terms and conditions of this Agreement, the temporary or recurring waiver of any term or condition of this Agreement, or the granting of an extension of the time for performance, will not constitute an Agreement to waive such terms with respect to any other occurrences.
s) Merger. This Agreement coupled with the Quote and the Services Guide sets forth the entire understanding of the parties and supersedes any and all prior agreements, arrangements or understandings related to the Services; however, any payment obligations that you have or may have incurred under any prior superseded agreement are not nullified by this Agreement and remain in full force and effect. No representation, promise, inducement or statement of intention has been made by either party which is not embodied herein. We will not be bound by any of our agents’ or employees’ representations, promises or inducements unless they are explicitly set forth in this Agreement or in a Quote or Services Guide. Our website and marketing materials are provided to you for illustrative or educational purposes only and are not intended (and will not be interpreted as) creating additional duties, requirements, service levels, or promises or guarantees of specific services or specific service results. t) Force Majeure. Neither party will be liable to the other party for delays or failures to perform its obligations because of circumstances beyond such party’s reasonable control. Such circumstances include, but will not be limited to, any intentional or negligent act committed by the other party, or any acts or omissions of any governmental authority, natural disaster, act of a public enemy, acts of terrorism, riot, sabotage, disputes or differences with workmen, power failure, communications delays/outages, delays in transportation or deliveries of supplies or materials, cyberwarfare, cyberterrorism, or hacking, malware or virus-related incidents that circumvent then-current anti-virus or anti-malware software, and acts of God.
u) Survival. The provisions contained in this Agreement that by their context are intended to survive termination or expiration of this Agreement will survive. If any provision in this Agreement is deemed unenforceable by operation of law, then that provision shall be excised from this Agreement and the balance of this Agreement shall be enforced in full.
v) Insurance. AOS and you will each maintain, at each party’s own expense, all insurance reasonably required in connection with this Agreement or any Quote, including but not limited to, workers compensation and general liability. We agree to maintain a general liability policy with a limit not less than $1,000,000 per occurrence. All of the insurance policies described herein will not be canceled, materially changed or renewal refused until at least thirty (30) calendar days written notice has been given to the other party by certified mail. w) Governing Law; Venue. This Agreement will be governed by, and construed according to, the laws of the state of California. You hereby irrevocably consent to the exclusive jurisdiction and venue of Kern County, California, for any and all claims and causes of action arising from or related to this Agreement. x) No Third Party Beneficiaries. The Parties have entered into this Agreement solely for their own benefit. They intend no third party to be able to rely upon or enforce this Agreement or any part of this Agreement. y) Usage in Trade. It is understood and agreed that no usage of trade or other regular practice or method of dealing between the Parties to this Agreement will be used to modify, interpret, or supplement in any manner the terms of this Agreement.
z) Notices; Writing Requirement. Where notice is required to be provided to a party under this Agreement, such notice may be sent by postal mail, overnight courier, or email as follows: notice will be deemed delivered three (3) business days after being deposited in postal mail, first class mail, certified or return receipt requested, postage prepaid, or one (1) day following delivery when sent by FedEx, DHL, or other overnight courier, or one (1) day after notice is delivered by email. Notice sent by email will be sufficient only if the message is sent to the last known email address of the recipient or such other email address that is expressly designated by the recipient for the receipt of legal notices. All electronic documents and communications between the parties, including email, will satisfy any “writing” requirement under this Agreement.
aa) Independent Contractor. AOS is an independent contractor, and is not your employer, employee, partner, or affiliate. bb) Contractors. Should we elect to use contractors to provide onsite services to you (such as the installation of equipment or the installation of software on local devices), we will guarantee that work as if we performed that work ourselves. For the purposes of clarity, you understand and agree that Third Party Services are resold to you and, therefore, are not contracted or subcontracted services; and Third Party Providers are not our contractors or subcontractors. cc) Data & Service Access. Some of the Services may be provided by persons outside of the United States and/or your data may occasionally be accessed, viewed, or stored on secure servers located outside of the United States. You agree to notify us if your company requires us to modify these standard service provisions, in which case additional (and potentially significant) costs will apply.
dd) “Per Seat” Licensing Fees. The Services may require us to purchase certain “per seat” licenses from Third Party Providers (such as, for example, Microsoft which sells per seat licenses under its “New Commerce Experience” licensing model).

Unless otherwise expressly stated in a Quote, per seat licenses cannot be canceled once they are purchased and cannot be transferred to any other customer. If we purchase per seat licenses for you, then those licenses will require a definite term—such as a one (1) or three (3) year term—which may be paid annually or monthly but, in all cases, must be paid in full by you; please see your Quote for details. For that reason, you understand and agree that regardless of the reason for termination of the Services, you are required to pay for all applicable per seat licenses in full for the entire term of those licenses. Provided that you have paid for those licenses in full, you will be permitted to use the licenses until they expire, even if you move to a different managed service provider. ee) Counterparts. The parties intend to sign, accept and/or deliver any Quote, this Agreement, or any amendment in any number of counterparts, and each of which will be deemed an original and all of which, when taken together, will be deemed to be one agreement. Each party may sign, accept, and/or deliver any Quote, this Agreement, or any amendment electronically (e.g., by digital signature and/or electronic reproduction of a handwritten signature) or by reference (as applicable).

Last Updated: October 2023

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Services Guide
This Services Guide contains provisions that define, clarify, and govern the services described in the quote that has been provided to you (the “Quote”). If you do not agree with the terms of this Services Guide, you should not sign the Quote and you must contact us for more information.

This Services Guide is our “owner’s manual” that generally describes all managed services provided or facilitated by American Office Solutions, LLC (“AOS,” “we,” “us,” or “our”); however, only those services specifically described in the Quote will be facilitated and/or provided to you (collectively, the “Services”).

Activities or items that are not specifically described in the Quote will be out of scope and will not be included unless otherwise agreed to by us in writing.

This Services Guide contains important provisions pertaining to the auto-renewal of the Services in the Quote, as well as fee increases that may occur from time-to-time. Please read this Services Guide carefully and keep a copy for your records.

Initial Audit / Diagnostic Services
If an Initial Audit / Diagnostic Services are listed in the Quote, then we will audit your managed information technology environment (the

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“Environment”) to determine the readiness for, and compatibility with, ongoing managed services. Our auditing services are comprised of:
• Audit to determine general Environment readiness and functional capability
• Review of hardware and software configurations
• Review of current vendor service / warranty agreements for Environment hardware and software
• Basic security vulnerability check
• Basic backup and file recovery solution audit
• Speed test and ISP audit
• Print output audit
• Office telephone vendor service audit
• Asset inventory
• Email and website hosting audit
• IT support process audit
If deficiencies are discovered during the auditing process (such as outdated equipment or unlicensed software), we will bring those issues to your attention and discuss the impact of the deficiencies on our provision of the Services and provide you with options to correct the deficiencies. Please note, unless otherwise expressly agreed by us in writing, auditing services do not include the remediation of any issues, errors, or deficiencies (“Issues”), and we cannot guarantee that all Issues will be detected during the auditing process. Issues that are discovered in the Environment after the auditing process is completed may be addressed in one or more subsequent quotes.

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Onboarding Services
If onboarding services are listed in the Quote, then one or more of the following services will be provided to you.
• Uninstall any monitoring tools or other software installed by previous IT service providers.
• Compile a full inventory of all protected servers, workstations, and laptops.
• Uninstall any previous endpoint protection and install our managed security solutions (as indicated in the Quote). • Install remote support access agents (i.e., software agents) on each managed device to enable remote support.
• Configure Windows® and application patch management
agent(s) and check for missing security updates.
• Uninstall unsafe applications or applications that are no longer necessary.
• Optimize device performance including disk cleanup and endpoint protection scans.
• Review firewall configuration and other network infrastructure devices.
• Review status of battery backup protection on all mission critical devices.
• Stabilize network and assure that all devices can securely access the file server.
• Review and document current server configuration and status. • Determine existing business continuity strategy and status; prepare backup file recovery and incident response option for consideration.
• Review password policies and update user and device passwords. • As applicable, make recommendations for changes that should be considered to the managed environment.

This list is subject to change if we determine, in our discretion, that different or additional onboarding activities are required.

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If deficiencies are discovered during the onboarding process, we will bring those issues to your attention and discuss the impact of the deficiencies on our provision of our monthly managed services. Please note, unless otherwise expressly stated in the Quote, onboardingrelated services do not include the remediation of any issues, errors, or deficiencies (“Issues”), and we cannot guarantee that all Issues will be detected during the onboarding process.

The duration of the onboarding process depends on many factors, many of which may be outside of our control—such as product
availability/shortages, required third party vendor input, etc. As such, we can estimate, but cannot guarantee, the timing and duration of the onboarding process. We will keep you updated as the onboarding process progresses

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Ongoing / Recurring Services
Ongoing/recurring services are services that are provided to you on an ongoing basis and, unless otherwise indicated in a Quote, are billed to you monthly. Some ongoing/recurring services will begin with the commencement of onboarding services; others will begin when the onboarding process is completed. Please direct any questions about start or “go live” dates to your technician.

Managed Services
The following Services, if listed in the Quote, will be provided to you.

SERVICES GENERAL DESCRIPTION
Backup and File
Recovery
• 24/7 monitoring of backup system, including offsite backup, offsite replication, and an onsite backup appliance (“Backup Appliance”)
• Troubleshooting and remediation of failed backup disks • Preventive maintenance and management of imaging software • Firmware and software updates of backup appliance
• Problem analysis by the network operations team
• Monitoring of backup successes and failures
• Daily recovery verification
Backup Data Security: All backed up data is encrypted in transit and at rest in 256-bit AES encryption. All facilities housing backed up data implement physical security controls and logs, including security cameras, and have multiple internet connections with failover capabilities.

Storage Limitation: Client will be allocated storage space for backup and recovery purposes as listed in the Quote. If additional space is required or requested by Client beyond this amount the backup device may need to upgraded or replaced at additional cost. • Datto Cloud Continuity protects the primary OS volume of an endpoint device up to 1 TB in size
Backup Frequency: Datto BCDR On-site backups are configurable from daily all the way to every 5 minutes. offsite backups will occur no less than every three (3) hours, Monday through Friday.

Datto Cloud Continuity: Backup every 2 hours.

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Backup Retention: Backed up data will be retained for time period listed in the Quote.

This article explains Datto's Cloud retention procedures and policies. https://continuity.datto.com/help/Content/kb/siris-altonas/KB360041122911.html This article explains the function of the retention feature on Datto appliances.
https://continuity.datto.com/help/Content/kb/siris-altonas/205343070.html Datto Cloud Continuity backups are available with 1-year time-based retention (TBR) in the Datto Cloud.

Backup Alerts: Managed servers will be configured to inform of any backup failures.

Recovery of Data: If you need to recover any of your backed up data, then the following procedures will apply:
• Service Hours: Backed up data can be requested during our normal business hours, which are currently 8 am to 5 pm Monday through Friday.
• Request Method. Requests to restore backed up data should be made through one of the following methods:
o Email: [email protected]_________
o Web portal: https://aoffs.com/remote-support/
o Telephone: (661) 869-1001________
• Restoration Time: We will endeavor to restore backed up data as quickly as possible following our receipt of a request to do so; however, in all cases data restoration services are subject to (i) technician availability and (ii) confirmation that the restoration point(s) is/are available to receive the backed up data.

Backup
Monitoring
• Monitors backup status for certain backup applications theninstalled in the managed environment, such as successful completion of backup, failure errors, and destination free space restrictions/limitations.
• Helps ensure adequate access to Client’s data on the event of loss of data or disruption of certain existing backup applications. • Note: Backup monitoring is limited to monitoring activities only and is not a backup and file recovery solution.

Block of Hours
/ Allocated
If you purchase one or more blocks of technical support or consulting hours from AOS, then we will provide our professional

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Consulting
Hours
information technology consulting services to you from time to time on an ongoing, “on demand” basis (“Services”).

The specific scope, timing, term, and pricing of the Services (collectively, “Specifications”) will be determined between you us at the time that you request the Services from us.

You and we may finalize the Specifications (i) by exchanging emails confirming the relevant terms, or (ii) by you agreeing to an invoice, purchase order, or similar document we send to you that describes the Specifications (an “Invoice”), or in some cases, (iii) by us performing the Services or delivering the applicable deliverables in conformity with the Specifications.

If we provide you with an email or an Invoice that contains details or terms for the Services that are different than the terms of than the Quote, then the terms of the email or Invoice (as applicable) will control for those Services only.

A Service will be deemed completed upon our final delivery of the applicable portions of Specifications unless a different completion milestone is expressly agreed upon in the Specifications (“Service Completion”). (For example, sales of hardware will be deemed completed when the hardware is delivered to you; licensing will be completed when the licenses are provided to you, etc.) Any defects or deviations from the Specifications must be pointed out to us, in writing, within ten (10) days after the date of Service Completion.

After that time, any issues or remedial activities related to the Services will be billed to you at our then-current hourly rates.

Unless we agree otherwise in writing, Services will be provided only during our normal business hours, which are currently 9 AM – 5 PM Pacific Time. Services provided outside of our normal business hours are subject to increased fees and technician availability and require your and our mutual consent to implement.

The priority given to implementing the Services will be determined our reasonable discretion, considering any milestones or deadlines expressly agreed upon in an invoice or email from AOS. If no specific milestone or deadline is agreed upon, then the Services will be performed in accordance with your needs, the specific requirements of the job(s), and technician availability.

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Dark Web
Monitoring
Credentials supplied by Client will be added into a system that continuously uses human and machine-powered monitoring to determine of the supplied credentials are located on the dark web.

If compromised credentials are found, they are reported to Help Desk Services staff who will review the incident and notify affected end-users.

Dark web monitoring can be a highly effective tool to reduce the risk of certain types of cybercrime; however, we do not guarantee that the dark web monitoring service will detect all actual or potential uses of your designated credentials or information.

Email Threat
Protection
• Managed email protection from phishing, business email compromise (BEC), SPAM, and email-based malware.
• Friendly Name filters to protect against social engineering impersonation attacks on managed devices.
• Protection against social engineering attacks like whaling, CEO fraud, business email compromise or W-2 fraud.
• Protects against newly registered and newly observed domains to catch the first email from a newly registered domain.
• Protects against display name spoofing.
• Protects against “looks like” and “sounds like” versions of domain names.

Please see Anti-Virus; Anti-Malware and Breach / Cyber Security Incident Recovery sections below for important details.

All hosted email is subject to the terms of our Hosted Email Policy and our Acceptable Use Policy.

Endpoint
Antivirus &
Malware
Protection
• Utilizes artificial intelligence and machine learning to provide a comprehensive and adaptive protection paradigm to managed endpoints.
• Detects unauthorized behaviors of users, applications, or network servers.
• Blocks suspicious actions before execution.
• Analyzes suspicious app activity in isolated sandboxes. • Antivirus and malware protection for managed devices such as laptops, desktops, and servers.
• Protects against file-based and fileless scripts, as well as malicious JavaScript, VBScript, PowerShell, macros and more.
• Allows whitelisting for legitimate scripts.

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• Allows for blocking of unwanted web content.
• Detects advanced phishing attacks.
• Detects / prevents content from IP addresses with low reputation. * Please see Anti-Virus; Anti-Malware and Breach / Cyber Security Incident Recovery sections below for important details.

Extended
Detection &
Response
(XDR)
• Automated correlation of data across multiple security layers*— email, endpoint, server, cloud workload, and the managed network, enabling faster threat detection.
• Provides extended malware sweeping, hunting, and investigation. • Allows whitelisting for legitimate scripts.
• Next-generation deep learning malware detection, file scanning, and live protection for workstation operating system.
• Web access security and control, application security and control, intrusion prevention system.
• Data loss prevention, exploit prevention, malicious traffic detection, disk and boot record protection.
• Managed detection, root cause analysis, deep learning malware analysis, and live response.
• On-demand endpoint isolation, advanced threat intelligence, and forensic data export.
* Requires at least two layers (e.g., endpoint, email, network, servers, and/or cloud workload.)
Please see Anti-Virus; Anti-Malware and Breach / Cyber Security Incident Recovery sections below for important details.

End User
Security
Awareness
Training
• Online, on-demand training videos (multi-lingual).
• Online, on-demand quizzes to verify employee retention of training content.
• Baseline testing to assess the phish-prone percentage of users; simulated phishing email campaigns designed to educate
employees about security threats.

Please see Anti-Virus; Anti-Malware and Breach / Cyber Security Incident Recovery sections below for important details.

Firewall as a
Service
• Provide a FIPS 140-2 compliant firewall configured for your organization’s specific bandwidth, remote access, and user needs.

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(firewall appliance
provided by AOS)
• Helps to prevent hackers from accessing internal network(s) from outside the network(s), while providing secure and encrypted remote network access; provides antivirus scanning for all traffic entering and leaving the managed network; provides website content filtering functionality.
• Firewall appliance is subject to “Hardware as a Service” terms and conditions located in this Guide.
• Firewall appliance must be returned to AOS upon the termination of service.

Firewall
Solution
(firewall appliance
provided /
purchased by Client)
• Monitors, updates (software/firmware), and supports Clientsupplied firewall appliance. • Helps to prevent hackers from accessing internal network(s) from outside the network(s), while providing secure and encrypted remote network access; provides antivirus scanning for all traffic entering and leaving the managed network; provides website content filtering functionality.

Labor for New
/ Replacement
Workstations
Includes all labor charges for setup of new workstations, or replacement of existing workstations.
• Labor covers:
o New computers / additional computers added during the term of the Quote;
o Replacement of existing computers that are four (4) or more years old (as determined by the manufacturer’s
serial number records);
o Replacement of existing computers that lost/stolen or irreparably damaged and/or out of warranty but not yet
four years old;
o Operating systems upgrades – subject to hardware
compatibility.

The following restrictions apply:
• Upgrades or installs of new or replacement computers are limited to four (4) devices per month unless otherwise
approved in advance by AOS;
• This service is not available for used or remanufactured computers; and,
• New/replacement computers must be business-grade
machines (not home) from a major manufacturer like Dell or HPE.

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Managed
Detection &
Response
(MDR)
• 24x7 Managed network detection and response.
• Real time and continuous (24x7) monitoring and threat hunting.
• Real time threat response.
• Alerts handled in accordance with our Alert Notification table, below.
• Security reports, such as privileged activities, security events, and network reports, available upon request.
• 24x7x365 access to a security team for incident response* * Remediation services provided on a time and materials basis. Please see Anti-Virus; Anti-Malware and Breach / Cyber Security Incident Recovery sections below for important details.

NIST Risk
Assessment
• Perform a cybersecurity assessment under NIST CSF using the NIST Risk Management Framework & NIST 800-53.
• Identifies how Client currently assesses, mitigates, and tracks its cybersecurity requirements.
• Identifies authorized and unauthorized devices in the managed network.
• Identifies gaps or deficiencies in the Client’s operations that would prevent compliance under NIST CSF.

The assessment will cover the following five core areas of the NIST framework:

The results of the assessment will be provided in a report that will identify detected risks and your organization’s current maturity levels (i.e., indicators that represent the level of capabilities within your organization’s security program) and will propose actionable activities to help increase relevant maturity levels and augment your organization’s security posture.

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Please Note: This service is limited to an assessment/audit only. Remediation of issues discovered during the assessment, as well as additional solutions required to bring your managed environment into compliance, are not part of this service.

After the audit is complete, we will discuss the results with you to determine what steps, if any, are needed to bring your organization into full compliance.

Password
Manager
• Password Vault: Securely store and organize passwords in a secure digital location accessed through your browser or an app. • Password Generation: Generate secure passwords with editable options to meet specific criteria.
• Financial Information Vault: Securely store and organize financial information such as bank accounts and credit card information in a secure digital location accessed through your browser or an app.
• Contact Information Vault: Store private addresses and personal contact information within your vault accessed through your browser or an app.
• Single Sign-On: Single sign-on grants authorized employees or users access to applications with a single set of login credentials, based on a user’s identity and permission levels. Single sign-on relies on SAML (Security Assertion Markup Language), a secure, behind-the-scenes protocol, to authenticate users to cloud, mobile, legacy, and on-premise apps.
• Browser App: Browser extension permits easy access to all of your information including the vaults, financial information, contact information, and single sign-on through the app. • Smart-Phone App: Mobile phone app enables access to your vault and stored information on your mobile device.

Penetration
(Pen) Testing
External Pen Testing: exposes vulnerabilities in your internet-facing systems, networks, firewalls, devices, and/or web applications that could lead to unauthorized access.

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Internal Pen Testing: Validates the effort required for an attacker to overcome and exploit your internal security infrastructure after access is gained.

PCI Pen Testing: Using the goals set by the PCI Security Standards Council, this test involves both external and internal pen testing methodologies.

Web App Pen Testing: Application security testing using attempted infiltration through a website or web application utilizing PTES and the OWASP standard testing checklist.

Please see additional terms for Penetration Testing below.

Remote
Helpdesk
• Remote support provided during normal business hours for managed devices and covered software
• Tiered-level support provides a smooth escalation process and helps to ensure effective solutions.

Remote
Infrastructure
Maintenance &
Support
• Configuration, monitoring, and preventative maintenance services provided for the managed IT infrastructure
• If remote efforts are unsuccessful, then AOS will dispatch a technician to the Client’s premises to resolve covered incidents (timing of onsite support is subject to technician availability and scheduling)
Remote
Monitoring and
Management
Software agents installed in Covered Equipment (defined below) report status and IT-related events on a 24x7 basis; alerts are generated and responded to in accordance with the Service Levels described below.
• Includes capacity monitoring, alerting us to severely decreased or low disk capacity (covers standard fixed HDD partitions, not external devices such as USB or mapped drives)
• Includes routine operating system inspection and cleansing to help ensure that disk space is increased before space-related issues occur.
• Review and installation of updates and patches for supported software.

In addition to the above, our remote monitoring and management service will be provided as follows:

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Event Server Workstation
Hardware Failures Yes No
Device Offline Yes No
Failed/Missing Backup Yes No
Failed/Missing Updates Yes Yes
Low Disk Space Yes No
Agent
missing/misconfigured
Yes Yes
Excessive Uptime Yes No
Automatic Reboots
(weekly)
No Yes
Security
Incident &
Event
Monitoring
(SIEM)
The SIEM service utilizes threat intelligence to detect threats that can exploit potential vulnerabilities against your managed network.  Initial Assessment. Prior to implementing the SIEM service, we will perform an initial assessment of the managed network at your premises to define the scope of the devices/network to be monitored (the “Initial Assessment”).
 Monitoring. The SIEM service detects threats from external facing attacks as well as potential insider threats and attacks occurring inside the monitored network. Threats are correlated against known baselines to determine the severity of the attack.
• Alerts & Analysis. Threats are reviewed and analyzed by third-party human analysts to determine true/false positive dispositions and actionability. If it is determined that the threat was generated from an actual security-related or operationally deviating event (an “Event”), then you will be notified of that Event.

Events are triggered when conditions on the monitored system meet or exceed predefined criteria (the “Criteria”). Since the Criteria are established and optimized over time, the first thirty (30) days after deployment of the SIEM services will be used to identify a baseline of the Client’s environment and user behavior. During this initial thirty (30) day period, Client may experience some “false positives” or, alternatively, during this period not all anomalous activities may be detected.

Note: The SIEM service is a monitoring and alert-based system only; remediation of detected or actual threats are not within the scope of this service and may require Client to retain AOS’s services on a time and materials basis.

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Server
Monitoring &
Maintenance
• Software agents installed in covered servers report status and ITrelated events on a 24x7 basis; alerts are generated and responded to in accordance with the Service Levels described below. • Online status monitoring, alerting us to potential failures or outages
• Capacity monitoring, alerting us to severely decreased or low disk capacity (covers standard fixed HDD and SSD partitions, not external devices such as USB or mapped network drives)
• Performance monitoring, alerting us to unusual processor or memory usage
• Server essential service monitoring, alerting us to server role-based service failures
• Endpoint protection agent monitoring, alerting us to potential security vulnerabilities
• Routine operating system inspection and cleansing
• Secure remote connectivity to the server and collaborative screen sharing
• Review and installation of updates and patches for Windows and supported software
• Asset inventory and server information collection
Two Factor
Authentication
• Advanced two factor authentication with advanced admin features. • Secures on-premises and cloud-based applications.
• Permits custom access policies based on role, device, location. • Identifies and verifies device health to detect “risky” devices Server NextGeneration
Antivirus
Primary endpoint security layer. Software agents installed in covered server devices protect against malware and prevents intruder access.

Used in coordination with other endpoint security layers and security solutions to form a comprehensive defense strategy.
• Next-generation deep learning malware detection, file scanning, and live protection for Server OS
• Web access security and control, application security and control, intrusion prevention system
• Data loss prevention, exploit prevention, malicious traffic detection, disk and boot record protection
Software
Licensing
All software provided to you by or through AOS is licensed, not sold, to you (“Software”). In addition to any Software-related requirements described in AOS’s Master Services Agreement, Software may also be

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(applies to all
software licensed
by or through
AOS)
subject to end user license agreements (EULAs), acceptable use policies (AUPs), and other restrictions all of which must be strictly followed by you and any of your authorized users.

When installing/implementing software licenses in the managed environment or as part of the Services, we may accept (and you agree that we may accept) any required EULAs or AUPs on your behalf. You should assume that all Software has an applicable EULA and/or AUP to which your authorized users and you must adhere. If you have any questions or require a copy of the EULA or AUP, please contact us.

Updates &
Patching
• Remotely deploy updates (e.g., x.1 to x.2), as well as bug fixes, minor enhancements, and security updates as deemed necessary on all managed hardware.
• Perform minor hardware and software installations and upgrades of managed hardware.
• Perform minor installations (i.e., tasks that can be performed remotely and typically take less than thirty (30) minutes to complete).
• Deploy, manage, and monitor the installation of approved service packs, security updates and firmware updates as deemed
necessary on all applicable managed hardware.

Virtual Chief
Information
Officer (vCIO)
Act as the main point of contact for certain business-related IT issues and concerns.
• Assist in creation of information/data-related plans and budgets.
• Provide strategic guidance and consultation across different technologies.
• Create company-specific best standards and practices. • Provide education and recommendations for business
technologies.
• Participate in scheduled meetings to maintain goals.
• Maintain technology documentation.
• Assess and make recommendations for improving technology usage and services.

Voice Over IP
(VoIP) Services
• Scalable VoIP-based telephone service with call transferring, voicemail, caller ID, call hold, conference calling, and call waiting functionalities.
• Central control panel provides access to VoIP-related configurations, including physical address registration, call

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routing, updating greetings, and ability to turn on/off service features.
• Ability to use mobile app dialing
Important: There are additional terms related to the VoIP service, including your use of E911 features, toward the end of this Services Guide. Please read them carefully. You may be required to sign an additional consent form indicating your understanding and acceptance of the limitations of 911 dialing using the VoIP services.

Website
Hosting
We will provide sufficient space and bandwidth to host your designated website (“Website”) which, except for scheduled downtime or force majeure events, will be available on a 24x7 basis. The Website will be hosted on a server that may be shared between many customers; however, the Website will be given a unique address (DNS). • Migration of Servers. As a normal course of business, we or our Third Party Provider, as applicable, may migrate the servers on which the Website is hosted. This process will not interfere with the Hosting Services, however, due to the potential for migration, you are not guaranteed a permanent or dedicated IP address.
• Administration. You will be provided with access to a dashboard through which you may make configuration
adjustments to the hosted environment; however, we strongly advise you to refrain from making changes to the hosted environment without our guidance or direction. We will not be responsible for remediating issues caused by your adjustments to the hosted environment unless those adjustments were made pursuant to our written directions or under our
supervision.
• Resource/Load Balancing. The bandwidth made available to your website is shared and allocated among all of our
customers. You must comply with all bandwidth and AOSimposed limitations on the hosting services as established by AOS from time to time. We reserve the right to load-balance applicable bandwidth to ensure that your activity will not restrict, inhibit, or diminish any other user’s use of the bandwidth or create an unusually large burden on the
bandwidth. We reserve the right to restrict your access to your hosted website in the event that your activities create a disproportionate burden on our network or our third party providers’ networks (if applicable), or any other crucial resources reasonably needed to ensure the functionality, integrity, and/or security of the hosting services.

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• Backup. Data in the hosted environment will be backed up daily (“Standard Backup Service”); however, the Standard Backup Service is not, and should not be regarded as, a backup and disaster recovery solution. Although the Standard Backup Service is a part of the hosting services, it is only a basic backup service, and it does not provide data integrity verification services or other advanced backup or recovery options. We strongly recommend that you implement a separate backup and disaster recovery solution to protect the security and integrity of, and accessibility to, the data in the hosted environment.
• Storage and Security. We and/or our third party providers will take reasonable steps to prevent unauthorized access to the Website and the hosted environment; however, you
understand and agree that no security solution is 100%
effective, and we do not warrant or guarantee that the hosted environment will be free from unauthorized access or malware at all times.

Client, as well as any visitors to the Website, must comply with our Acceptable Use Policy which is located at the end of this Services Guide.

Wi-Fi Services • AOS will install at the Client’s premises Wireless Access Points to provide a bandwidth of at least 10Mbps (download) in all areas requiring wireless network coverage, as agreed upon by AOS and Client.
• AOS will maintain, supervise, and manage the wireless system at no additional cost.
• Installed equipment, if provided by AOS, will be compatible with the then-current industry standards.
• AOS will provide remote support services during normal business hours to assist with device connectivity issues. (Support services will be provided on a “best efforts” basis only, and Client understands that some end-user devices may not connect to the wireless network, or they may
connect but not perform well).

Please note: Any Wi-Fi devices, such as access points or routers, that are supplied by Client cannot be older than five (5) years from the applicable device’s original date of manufacture, and in all cases must be supported by the manufacturer of the device(s).

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Workstation
NextGeneration
Antivirus
Primary endpoint security layer. Software agents installed in covered devices protect against malware and prevent intruder access. Used in coordination with other endpoint security layers and security solutions to create a comprehensive defensive strategy.
• Next-generation deep learning malware detection, file scanning, and live protection for Workstation OS.
• Web access security and control, application security and control, intrusion prevention system.
• Data loss prevention, exploit prevention, malicious traffic detection, disk, and boot record protection.

Workstation
Monitoring &
Maintenance
Software agents installed in covered workstations report status and IT-related events on a 24x7 basis; alerts are generated and responded to in accordance with the Service Levels described below. • Online status monitoring, alerting us to potential failures or outages.
• Capacity monitoring, alerting us to severely decreased or low disk capacity (covers standard fixed HDD and SSD partitions, not external devices such as USB or mapped network drives). • Performance monitoring, alerting us to unusual processor or memory usage.
• Endpoint protection agent monitoring, alerting us to potential security vulnerabilities.
• Routine operating system inspection and cleansing.
• Secure remote connectivity to the workstation and collaborative screen sharing.
• Review and installation of updates and patches for Windows and supported software.
• Asset inventory and workstation information collection.

Covered Equipment / Hardware / Software
Managed Services will be applied to the devices on which we install software monitoring agents (“Covered Hardware”). You will be provided with an updated list of Covered Hardware once all software agents have been installed. The list of Covered Hardware may be modified by mutual consent (email is sufficient for this purpose); however, we reserve the

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right to modify the list of Covered Hardware at any time if we discover devices that were not previously included in the list of Covered Hardware and which are receiving Services. We will provide technical support for Covered Devices; however, all Covered Devices must be covered, at all times and at your cost, under a then-current manufacturer’s service plan.

We will provide support for any software applications that are licensed through us. Such software (“Supported Software”) will be supported on a “best effort” basis only, and any support required beyond Level 2-type support will be facilitated with the applicable software vendor/producer.

Coverage for non-Supported Software is outside of the scope of the Quote and, if provided to you, will be provided to you on a “best effort” basis only with no guarantee of remediation.

If we are unable to remediate an issue with non-Supported Software, then you will be required to contact the manufacturer/distributor of the software for further support. Please note: Manufacturers/distributors of such software may charge fees, some of which may be significant, for technical support; therefore, we strongly recommend that you maintain service or support contracts for all non-Supported Software (“Service Contract”). If you request that we facilitate technical support for nonSupported Software, then if you have a Service Contract in place, our facilitation services will be provided at no additional cost to you.

Should our technicians provide you with general advice concerning nonSupported Software, the provision of that advice should be viewed as an accommodation to you, and not as a continuing obligation or guarantee by AOS to continue to provide such support or advice to you.

In this Services Guide, Covered Hardware and Supported Software will be referred to as the “Environment” or “Covered Equipment.”

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Physical Locations Covered by Services
Services will be provided remotely unless, in our discretion, we determine that an onsite visit is required. AOS visits will be scheduled in accordance with the priority assigned to the issue (below) and are subject to technician availability. Unless we agree otherwise, all onsite Services will be provided at Client’s primary business location. Additional fees may apply for onsite visits: Please review the Service Level section below for more details.

Term; Termination
The Services will commence, and billing will begin, on the date indicated in the Quote (“Commencement Date”) and will continue through the initial term listed in the Quote (“Initial Term”). We reserve the right to delay the Commencement Date until all onboarding/transition services (if any) are completed, and all deficiencies / revisions identified in the onboarding process (if any) are addressed or remediated to AOS’s satisfaction.

The Services will continue through the Initial Term until terminated as provided in the Agreement, the Quote, or as indicated in this section (the “Service Term”).

Auto-Renewal. After the expiration of the initial Service Term, the Service Term will automatically renew for contiguous terms equal to the initial Service Term unless either party notifies the other of its intention to not renew the Services no less than thirty (30) days before the end of the then-current Service Term.

Per Seat Licensing: Regardless of the reason for the termination of the Services, you will be required to pay for all per seat licenses (such as, if applicable, Microsoft NCE licenses) that we acquire on your behalf.

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Please see “Per Seat License Fees” in the Fees section below for more details.

Removal of Software Agents; Return of Firewall & Backup Appliances:

Unless we expressly direct you to do so, you will not remove or disable, or attempt to remove or disable, any software agents that we installed in the managed environment or any of the devices on which we installed software agents. Doing so without our guidance may make it difficult or impracticable to remove the software agents, which could result in network vulnerabilities and/or the continuation of license fees for the software agents for which you will be responsible, and/or the requirement that we remediate the situation at our then-current hourly rates, for which you will also be responsible. Depending on the particular software agent and the costs of removal, we may elect to keep the software agent in the managed environment but in a dormant and/or unused state.

Within ten (10) days after being directed to do so, Client will remove, package and ship, at Client’s expense and in a commercially reasonable manner, all hardware, equipment, and accessories provided to Client by AOS that were used in the provision of the Services. If you fail to timely return all equipment to us, or if the equipment is returned to us damaged (normal wear and tear excepted), then we will have the right to charge you, and you hereby agree to pay, the replacement value of all such unreturned or damaged equipment.

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Minimum Requirements / Exclusions
The scheduling, fees and provision of the Services are based upon the following assumptions and minimum requirements:
• Server hardware must be under current warranty coverage. • All equipment with Microsoft Windows® operating systems must be running then-currently supported versions of such software and have all of the latest Microsoft service packs and critical updates installed.
• All software must be genuine, licensed, and vendor-supported. • Server file systems and email systems (if applicable) must be protected by licensed and up-to-date virus protection
software.
• The managed environment must have a currently licensed, vendor-supported server-based backup solution that can be monitored.
• All wireless data traffic in the managed environment must be securely encrypted.
• All servers must be connected to working UPS devices. • Recovery coverage assumes data integrity of the backups or the data stored on the backup devices. We do not guarantee the integrity of the backups or the data stored on the backup devices. Server restoration will be to the point of the last successful backup.
• Client must provide all software installation media and key codes in the event of a failure.
• Any costs required to bring the Environment up to these minimum standards are not included in this Services Guide. • Client must provide us with exclusive administrative privileges to the Environment.
• Client must not affix or install any accessory, addition, upgrade, equipment, or device on to the firewall, server, or NAS

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appliances (other than electronic data) unless expressly approved in writing by us.

Exclusions. Services that are not expressly described in the Quote will be out of scope and will not be provided to Client unless otherwise agreed, in writing, by AOS. Without limiting the foregoing, the following services are expressly excluded, and if required to be performed, must be agreed upon by AOS in writing:
 Customization of third party applications, or programming of any kind.
 Support for operating systems, applications, or hardware no longer supported by the manufacturer.
 Data/voice wiring or cabling services of any kind.
 Battery backup replacement.
 Equipment relocation.
 The cost to bring the managed environment up to these minimum requirements (unless otherwise noted in the Quote).  The cost of repairs to hardware or any supported equipment or software, or the costs to acquire parts or equipment, or shipping charges of any kind.

Service Levels
Automated monitoring is provided on an ongoing (i.e., 24x7x365) basis.

Response, repair, and/or remediation services (as applicable) will be provided only during our business hours (currently M-F, 8 AM – 5 PM Pacific Time, excluding legal holidays and AOS-observed holidays as listed below), unless otherwise specifically stated in the Quote or as otherwise described below.

We will respond to problems, errors, or interruptions in the provision of the Services during business hours in the timeframe(s) described below.

Severity levels will be determined by AOS in our discretion after

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consulting with the Client. All remediation services will initially be attempted remotely; AOS will provide onsite service only if remote remediation is ineffective and, under all circumstances, only if covered under the Service plan selected by Client.

If this is an emergency please call us ASAP! (661) 869-1001 option 2 during normal Business Hours and option 4 after hours
Trouble / Severity Response Time
Critical / Service Not Available
(e.g., all users and functions
unavailable)
Response within two (2) business hours after
notification.

Significant Degradation
(e.g., large number of users or
business critical functions
affected)
Response within four (4) business hours
after notification.

Limited Degradation
(e.g., limited number of users
or functions affected, business
process can continue).

Response within eight (8) business hours
after notification.

Small Service Degradation
(e.g., business process can
continue, one user affected).

Response within two (2) business days after
notification.

Long Term Project,
Preventative Maintenance
Response within four (4) business days after
notification.
* All time frames are calculated as of the time that we are notified of the applicable issue / problem by Client through our designated support portal, help desk, or by telephone at the telephone number listed in the Quote. Notifications received in any manner other than described herein may result in a delay in the provision of remediation efforts.

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Restrictions: Response times listed above do not apply to:
• Your failure to provide AOS with the correct mobile telephone numbers for the person(s) in your company who can provide AOS with guidance and direction in the diagnosis and/or remediation of technical issues.
• You or third parties modifying any hardware or software configurations, additions, moves or changes to users, devices, configurations or network.
• Service Requests lodged in any other manner than specified in this Service Guide and our MSA
• Service Requests lodged outside our business hours
• Issues caused by hardware or software not meeting our minimum standards
• Service requests related to software not on our approved software List
• Service requests for issues that have been caused by you not acting on our advice or recommendations
• Service requests for issues related to user-initiated virus and malware Infections
• Service requests for Issues involving the sourcing of hardware/software
• Service requests for hardware and software issues relating to items that are not under current warranty or maintenance coverage Support During Off-Hours/Non-Business Hours: Technical support provided outside of our normal business hours is offered on a case-bycase basis and is subject to technician availability. If AOS agrees to provide off-hours/non-business hours support (“Non-Business Hour Support”), then that support will be provided on a time and materials basis (which is not covered under any Service plan), and will be billed to Client at the following increased hourly rates:

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• M-F 6am to 7:59 am and 5pm to 7pm $225.00 an hour (remote 1 hour minimum and onsite 2 hour minimum)
• Extended after hours and public holidays $300.00 an hour (remote 2 hour minimum and onsite 4 hour minimum)
All hourly services are billed in 15 minute increments, and partial increments are rounded to the next highest increment.

AOS-Observed Holidays: AOS observes the following holidays:
• New Year’s Day
• Memorial Day
• Independence Day
• Labor Day
• Thanksgiving Day
• The day following Thanksgiving Day
• Christmas Day
Service Credits: Our service level target is 90% as measured over a calendar month (“Target Service Level”). If we fail to adhere to the Target Service Level and Client timely brings that failure to our attention in writing (as per the requirements of the MSA), then Client will be entitled to receive a pro-rated service credit equal to 1/30 of that calendar month’s recurring service fees (excluding hard costs, licenses, etc.) for each day on which the Target Service Level is missed. Under no circumstances shall credits exceed 30% of the total monthly recurring service fees under an applicable Quote.

Fees
The fees for the Services will be as indicated in the Quote.

The following discounts will be offered for managed labor invoices that are paid in advance:

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• 2.0% discount for 3 month prepayment.
• 3.0% discount for 6 month prepayment.
• 5.0% discount for 12 month prepayment.
• 7.5% discount for 24 month prepayment
Changes to Environment. Initially, you will be charged the monthly fees indicated in the Quote. Thereafter, if the managed environment changes, or if the number of authorized users accessing the managed environment changes, then you agree that the fees will be automatically and immediately modified to accommodate those changes.

Minimum Monthly Fees. The initial Fees indicated in Quote are the minimum monthly fees (“MMF”) that will be charged to you during the term. You agree that the amounts paid by you under the Quote will not drop below the MMF regardless of the number of users or devices to which the Services are directed or applied, unless we agree to the reduction. All modifications to the amount of hardware, devices, or authorized users under the Quote (as applicable) must be in writing and accepted by both parties.

Increases. In addition, we reserve the right to increase our monthly recurring fees and, if applicable, our data recovery-related fees; provided, however, if an increase is more than five percent (5%) of the fees charged for the Services in the prior calendar year, then you will be provided with a sixty (60) day opportunity to terminate the Services by providing us with written notice of termination. You will be responsible for the payment of all fees that accrue up to the termination date and all pre-approved, non-mitigatable expenses that we incurred in our provision of the Services through the date of termination. Your continued acceptance or use of the Services after this sixty (60) day period will indicate your acceptance of the increased fees.

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In addition to the foregoing, we reserve the right to pass through to you any increases in the costs and/or fees charged by third party providers for the third party services (“Pass Through Increases”). Since we do not control third party providers, we cannot predict whether Pass Through Increases will occur, however, should they occur, we will endeavor to provide you with as much advance notice as reasonably possible.

Pass Through Increases are independent of any increases to our monthly recurring fees and will not be included in the five percent calculation described in the paragraph above.

Onsite Travel. If onsite services are provided, the time spent traveling will be billed to you at our then current hourly rates. In addition, you will be billed for all tolls, parking fees, and related expenses that we incur if we provide onsite services to you. A round trip mileage charge based on the then current IRS issues standard mileage rates for business use will also assessed.

Appointment Cancellations. You may cancel or reschedule any appointment with us at no charge by providing us with notice of cancellation at least one business day in advance. If we do not receive timely a notice of cancellation/re-scheduling, or if you are not present at the scheduled time or if we are otherwise denied access to your premises at a pre-scheduled appointment time, then you agree to pay us a cancellation fee equal to two (2) hours of our normal consulting time (or non-business hours consulting time, whichever is appropriate), calculated at our then-current hourly rates.

Automated Payment. You may pay your invoices by credit card and/or by ACH, as described below. If you authorize payment by credit card and ACH, then the ACH payment method will be attempted first. If that attempt fails for any reason, then we will process payment using your designated credit card.

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• ACH. When enrolled in an ACH payment processing method, you authorize us to electronically debit your designated checking or savings account, as defined and configured by you in our payment portal, for any payments due under the Quote.

This authorization will continue until otherwise terminated in writing by you. We will apply a $35.00 service charge to your account for any electronic debit that is returned unpaid due to insufficient funds or due to your bank’s electronic draft restrictions.
• Credit Card. When enrolled in a credit card payment
processing method, you authorize us to charge your credit card, as designated by you in our payment portal, for any payments due under the Quote. WE WILL ADD 3.0 % TO THE
AMOUNT DUE ON EACH INVOICE FOR CLIENT’S CONVENIENCE

OF USING A CREDIT CARD INSTEAD OF SUBMITTING A
PAYMENT BY CHECK OR PAYING BY ACH.
• Check. You may pay by check provided that your check is delivered to us prior to the commencement of Services. Checks that are returned to us as incorrect, incomplete, or “not sufficient funds” will be subject to a $50 administration fee and any applicable fees charged to us by your bank or financial institution.

Microsoft Licensing Fees. The Services require that we purchase certain “per seat” licenses from Microsoft (which Microsoft refers to as New Commerce Experience or “NCE Licenses”) in order to provide you with one or more of the following applications: Microsoft 365, Dynamics 365, Windows 365, and Microsoft Power Platform (each, an “NCE Application”). To leverage the discounts offered by Microsoft for these applications and to pass those discounts through to you, we may purchase NCE Licenses for one (1) year terms for the NCE Applications required under the Quote. As per Microsoft’s requirements, NCE Licenses can only be canceled and receive a prorated credit or refund if

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you cancel within seven days after the start or renewal of your subscription. If you cancel during this limited time window, the prorated amount is either credited towards your next invoice or returned to you in the next billing cycle. If more than seven days has passed, the licenses cannot be canceled and cannot be transferred to any other customer. For that reason, you understand and agree that regardless of the reason for termination of the Services, you are required to pay for all applicable NCE Licenses in full for the entire term of those licenses. Recurring billing can be turned off. Turning off recurring billing prevents your subscription from renewing at the end of its term. Provided that you have paid for the NCE Licenses in full, you will be permitted to use those licenses until they expire, even if you move to a different managed service provider.

More information about from Microsoft:
https://learn.microsoft.com/en-us/microsoft365/commerce/subscriptions/cancel-your-subscription?view=o365- worldwide
Additional Terms & Policies
Authenticity
Everything in the managed environment must be genuine and licensed— including all hardware, software, etc. If we ask for proof of authenticity and/or licensing, you must provide us with such proof. All minimum hardware or software requirements as indicated in a Quote or this Services Guide (“Minimum Requirements”) must be implemented and maintained as an ongoing requirement of us providing the Services to you.

Monitoring Services; Alert Services
Unless otherwise indicated in the Quote, all monitoring and alert-type services are limited to detection and notification functionalities only.

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These functionalities are guided by Client-designated policies, which may be modified by Client as necessary or desired from time to time. Initially, the policies will be set to a baseline standard as determined by AOS; however, Client is advised to establish and/or modify the policies that correspond to Client’s specific monitoring and notification needs.

Configuration of Third Party Services
Certain third party services provided to you under this Services Guide may provide you with administrative access through which you could modify the configurations, features, and/or functions (“Configurations”) of those services. However, any modifications of Configurations made by you without our knowledge or authorization could disrupt the Services and/or or cause a significant increase in the fees charged for those third party services. For that reason, we strongly advise you to refrain from changing the Configurations unless we authorize those changes. You will be responsible for paying any increased fees or costs arising from or related to changes to the Configurations.

Dark Web Monitoring
Our dark web monitoring services utilize the resources of third party solution providers. Dark web monitoring can be a highly effective tool to reduce the risk of certain types of cybercrime; however, we do not guarantee that the dark web monitoring service will detect all actual or potential uses of your designated credentials or information.

Modification of Environment
Changes made to the Environment without our prior authorization or knowledge may have a substantial, negative impact on the provision and effectiveness of the Services and may impact the fees charged under the Quote. You agree to refrain from moving, modifying, or otherwise altering any portion of the Environment without our prior knowledge or consent. For example, you agree to refrain from adding or removing hardware from the Environment, installing applications on the

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Environment, or modifying the configuration or log files of the Environment without our prior knowledge or consent.

Co-Managed Environment
In co-managed situations (e.g., where you have designated other vendors or personnel, or “Co-managed Providers,” to provide you with services that overlap or conflict with the Services provided by us), we will endeavor to implement the Servicesin an efficient and effective manner; however, (a) we will not be responsible for the acts or omissions of CoManaged Providers, or the remediation of any problems, errors, or downtime associated with those acts or omissions, and (b) in the event that a Co-managed Provider’s determination on an issue differs from our position on a Service-related matter, we will yield to the Co-Managed Provider’s determination and bring that situation to your attention Anti-Virus; Anti-Malware
Our anti-virus / anti-malware solution will generally protect the Environment from becoming infected with new viruses and malware (“Viruses”); however, Viruses that exist in the Environment at the time that the security solution is implemented may not be capable of being removed without additional services, for which a charge may be incurred.

We do not warrant or guarantee that all Viruses and malware will be capable of being detected, avoided, or removed, or that any data erased, corrupted, or encrypted by malware will be recoverable. To improve security awareness, you agree that AOS or its designated third party affiliate may transfer information about the results of processed files, information used for URL reputation determination, security risk tracking, and statistics for protection against spam and malware. Any information obtained in this manner does not and will not contain any personal or confidential information.

Breach/Cyber Security Incident Recovery

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Unless otherwise expressly stated in the Quote, the scope of the Services does not include the remediation and/or recovery from a Security Incident (defined below). Such services, if requested by you, will be provided on a time and materials basis under our then-current hourly labor rates. Given the varied number of possible Security Incidents, we cannot and do not warrant or guarantee (i) the amount of time required to remediate the effects of a Security Incident (or that recovery will be possible under all circumstances), or (ii) that all data or systems impacted by the incident will be recoverable or remediated. For the purposes of this paragraph, a Security Incident means any unauthorized or impermissible access to or use of the Environment, or any unauthorized or impermissible disclosure of Client’s confidential information (such as user names, passwords, etc.), that (i) compromises the security or privacy of the information or applications in, or the structure or integrity of, the managed environment, or (ii) prevents normal access to the managed environment, or impedes or disrupts the normal functions of the managed environment.

Environmental Factors
Exposure to environmental factors, such as water, heat, cold, or varying lighting conditions, may cause installed equipment to malfunction.

Unless expressly stated in the Quote, we do not warrant or guarantee that installed equipment will operate error-free or in an uninterrupted manner, or that any video or audio equipment will clearly capture and/or record the details of events occurring at or near such equipment under all circumstances.

Fair Usage Policy
Our Fair Usage Policy (“FUP”) applies to all services that are described or designated as “unlimited” or which are not expressly capped in the number of available usage hours per month. An “unlimited” service designation means that, subject to the terms of this FUP, you may use the applicable service as reasonably necessary for you to enjoy the use

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and benefit of the service without incurring additional time-based or usage-based costs. However, unless expressly stated otherwise in the Quote, all unlimited services are provided during our normal business hours only and are subject to our technicians’ availabilities, which cannot always be guaranteed. In addition, we reserve the right to assign our technicians as we deem necessary to handle issues that are more urgent, critical, or pressing than the request(s) or issue(s) reported by you. Consistent with this FUP, you agree to refrain from (i) creating urgent support tickets for non-urgent or non-critical issues, (ii) requesting excessive support services that are inconsistent with normal usage patterns in the industry (e.g., requesting support in lieu of training), (iii) requesting support or services that are intended to interfere, or may likely interfere, with our ability to provide our services to our other customers.

Hosted Email
You are solely responsible for the proper use of any hosted email service provided to you (“Hosted Email”).

Hosted Email solutions are subject to acceptable use policies (“AUPs”), and your use of Hosted Email must comply with those AUPs—including ours. In all cases, you agree to refrain from uploading, posting, transmitting or distributing (or permitting any of your authorized users of the Hosted Email to upload, post, transmit or distribute) any prohibited content, which is generally content that (i) is obscene, illegal, or intended to advocate or induce the violation of any law, rule or regulation, or (ii) violates the intellectual property rights or privacy rights of any third party, or (iii) mischaracterizes you, and/or is intended to create a false identity or to otherwise attempt to mislead any person as to the identity or origin of any communication, or (iv) interferes or disrupts the services provided by AOS or the services of any third party, or (v) contains Viruses, trojan horses or any other malicious code or programs. In addition, you must not use the Hosted Email for the purpose of sending unsolicited

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commercial electronic messages (“SPAM”) in violation of any federal or state law. AOS reserves the right, but not the obligation, to suspend Client’s access to the Hosted Email and/or all transactions occurring under Client’s Hosted Email account(s) if AOS believes, in its discretion, that Client’s email account(s) is/are being used in an improper or illegal manner.

Patch Management
We will keep all managed hardware and managed software current with critical patches and updates (“Patches”) as those Patches are released generally by the applicable manufacturers. Patches are developed by third party vendors and, on rare occasions, may make the Environment, or portions of the Environment, unstable or cause the managed equipment or software to fail to function properly even when the Patches are installed correctly. We will not be responsible for any downtime or losses arising from or related to the installation or use of any Patch. We reserve the right, but not the obligation, to refrain from installing a Patch if we are aware of technical problems caused by a Patch, or we believe that a Patch may render the Environment, or any portion of the Environment, unstable.

Backup (BDR) Services
All data transmitted over the Internet may be subject to malware and computer contaminants such as viruses, worms and trojan horses, as well as attempts by unauthorized users, such as hackers, to access or damage Client’s data. Neither AOS nor its designated affiliates will be responsible for the outcome or results of such activities.

BDR services require a reliable, always-connected internet solution. Data backup and recovery time will depend on the speed and reliability of your internet connection. Internet and telecommunications outages will prevent the BDR services from operating correctly. In addition, all computer hardware is prone to failure due to equipment malfunction,

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telecommunication-related issues, etc., for which we will be held harmless. Due to technology limitations, all computer hardware, including communications equipment, network servers and related equipment, has an error transaction rate that can be minimized, but not eliminated. AOS cannot and does not warrant that data corruption or loss will be avoided, and Client agrees that AOS shall be held harmless if such data corruption or loss occurs. Client is strongly advised to keep a local backup of all of stored data to mitigate against the unintentional loss of data.

Procurement
Equipment and software procured by AOS on Client’s behalf (“Procured Equipment”) may be covered by one or more manufacturer warranties, which will be passed through to Client to the greatest extent possible. By procuring equipment or software for Client, AOS does not make any warranties or representations regarding the quality, integrity, or usefulness of the Procured Equipment. Certain equipment or software, once purchased, may not be returnable or, in certain cases, may be subject to third party return policies and/or re-stocking fees, all of which shall be Client’s responsibility in the event that a return of the Procured Equipment is requested. AOS is not a warranty service or repair center.

AOS will facilitate the return or warranty repair of Procured Equipment; however, Client understands and agrees that (i) the return or warranty repair of Procured Equipment is governed by the terms of the warranties (if any) governing the applicable Procured Equipment, for which AOS will be held harmless, and (ii) AOS is not responsible for the quantity, condition, or timely delivery of the Procured Equipment once the equipment has been tendered to the designated shipping or delivery courier.

Business Review / IT Strategic Planning Meetings
We strongly suggest that you participate in business review/strategic planning meetings as may requested by us from time to time. These

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meetings are intended to educate you about recommended (and potentially crucial) modifications to your IT environment, as well as to discuss your company’s present and future IT-related needs. These reviews can provide you with important insights and strategies to make your managed IT environment more efficient and secure. You understand that by suggesting a particular service or solution, we are not endorsing any specific manufacturer or service provider.

VCTO or VCIO Services
The advice and suggestions provided us in our capacity as a virtual chief technology or information officer will be for your informational and/or educational purposes only. AOS will not hold an actual director or officer position in Client’s company, and we will neither hold nor maintain any fiduciary realtionship with Client. Under no circumstances shall Client list or place AOS on Client’s corporate records or accounts.

Sample Policies, Procedures.

From time to time, we may provide you with sample (i.e., template) policies and procedures for use in connection with Client’s business (“Sample Policies”). The Sample Policies are for your informational use only, and do not constitute or comprise legal or professional advice, and the policies are not intended to be a substitute for the advice of competent counsel. You should seek the advice of competent legal counsel prior to using or distributing the Sample Policies, in part or in whole, in any transaction. We do not warrant or guarantee that the Sample Policies are complete, accurate, or suitable for your (or your customers’) specific needs, or that you will reduce or avoid liability by utilizing the Sample Policies in your (or your customers’) business operations.

Penetration Testing; Vulnerability Assessment
You understand and agree that security devices, alarms, or other security measures, both physical and virtual, may be tripped or activated during

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the penetration testing process, despite our efforts to avoid such occurrences. You will be solely responsible for notifying any monitoring company and all law enforcement authorities of the potential for “false alarms” due to the provision of the penetration testing services, and you agree to take all steps necessary to ensure that false alarms are not reported or treated as “real alarms” or credible threats against any person, place or property. Some alarms and advanced security measures, when activated, may cause the partial or complete shutdown of the Environment, causing substantial downtime and/or delay to your business activities. We will not be responsible for any claims, costs, fees or expenses arising or resulting from (i) any response to the penetration testing services by any monitoring company or law enforcement authorities, or (ii) the partial or complete shutdown of the Environment by any alarm or security monitoring device.

No Third Party Scanning
Unless we authorize such activity in writing, you will not conduct any test, nor request or allow any third party to conduct any test (diagnostic or otherwise), of the security system, protocols, processes, or solutions that we implement in the managed environment (“Testing Activity”). Any services required to diagnose or remediate errors, issues, or problems arising from unauthorized Testing Activity are not covered under the Quote, and if you request us (and we elect) to perform those services, those services will be billed to you at our then-current hourly rates.

Obsolescence
If at any time any portion of the managed environment becomes outdated, obsolete, reaches the end of its useful life, or acquires “end of support” status from the applicable device’s or software’s manufacturer (“Obsolete Element”), then we may designate the device or software as “unsupported” or “non-standard” and require you to update the Obsolete Element within a reasonable time period. If you do not replace the Obsolete Element reasonably promptly, then in our discretion we

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may (i) continue to provide the Services to the Obsolete Element using our “best efforts” only with no warranty or requirement of remediation whatsoever regarding the operability or functionality of the Obsolete Element, or (ii) eliminate the Obsolete Element from the scope of the Services by providing written notice to you (email is sufficient for this purpose). In any event, we make no representation or warranty whatsoever regarding any Obsolete Element or the deployment, service level guarantees, or remediation activities for any Obsolete Element.

Licenses
If we are required to re-install or replicate any software provided by you as part of the Services, then it is your responsibility to verify that all such software is properly licensed. We reserve the right, but not the obligation, to require proof of licensing before installing, re-installing, or replicating software into the managed environment. The cost of acquiring licenses is not included in the scope of the Quote unless otherwise expressly stated therein.

VOIP – Dialing 911 (Emergency) Services
The following terms and conditions apply to your use of any VoIP service that we facilitate for you or that is provided to you by a third party provider of such service. Please note, by using VoIP services you agree to the provisions of the waiver at the end of this section. If you do not understand or do not agree with any of the terms below, you must not subscribe to, use, or rely upon any VoIP service and, instead, you must contact us immediately.

There is an important difference in how 9-1-1 (i.e., emergency) services can be dialed using a VoIP service as compared to a traditional telephone line. Calling emergency services using a VoIP service is referred to as “E911.”

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Registration: You are responsible for activating the E911 dialing feature by registering the address where you will use the VoIP service. This will not be done for you, and you must take this step on your own initiative.

To do this, you must log into your VoIP control panel and provide a valid physical address. If you do not take this step, then E911 services may not work correctly, or at all, using the VoIP service. Emergency service dispatchers will only send emergency personnel to a properly registered E911 service address.

Location: The address you provide in the control panel is the location to which emergency services (such as the fire department, the police department, etc.) will respond. For this reason, it is important that you correctly enter the location at which you are using the VoIP services. PO boxes are not proper addresses for registration and must not be used as your registered address. Please note, even if your account is properly registered with a correct physical address, (i) there may be a problem automatically transmitting a caller's physical location to the emergency responders, even if the caller can reach the 911 call center, and (ii) a VoIP 911 call may go to an unstaffed call center administrative line or be routed to a call center in the wrong location. These issues are inherent to all VoIP systems and services. We will not be responsible for, and you agree to hold us harmless from, any issues, problems, incidents, damages (both bodily- and property-related), costs, expenses, and fees arising from or related to your failure to register timely and correctly your physical location information into the control panel.

Address Change(s): If you change the address used for E911 calling, the E911 services may not be available and/or may operate differently than expected. Moreover, if you do not properly and promptly register a change of address, then emergency services may be directed to the location where your services are registered and not where the emergency may be occurring. For that reason, you must register a change of address with us through the VoIP control panel no less than

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three (3) business days prior to your anticipated move/address change.

Address changes that are provided to us with less than three (3) business days notice may cause incorrect/outdated information to be conveyed to emergency service personnel. If you are unable to provide us with at least three (3) business days notice of an address change, then you should not rely on the E911 service to provide correct physical location information to emergency service personnel. Under those circumstances, you must provide your correct physical location to emergency service dispatchers if you call them using the VoIP services.

If you do not register the VoIP service at your location and you dial 9-1-1, that call will be categorized as a “rogue 911 call.” If you are responsible for dialing a rogue 911 call, you will be charged a non-refundable and non-disputable fee of $250/call.

Power Loss: If you lose power or there is a disruption to power at the location where the VoIP services are used, then the E911 calling service will not function until power is restored. You should also be aware that after a power failure or disruption, you may need to reset or reconfigure the device prior to utilizing the service, including E911 dialing.

Internet Disruption: If your internet connection or broadband service is lost, suspended, terminated or disrupted, E911 calling will not function until the internet connection and/or broadband service is restored.

Account Suspension: If your account is suspended or terminated, then all E911 dialing services will not function.

Network Congestion: There may be a greater possibility of network congestion and/or reduced speed in the routing of E911 calls as compared to 911 dialing over traditional public telephone networks.

WAIVER: You hereby agree to release, indemnify, defend, and hold us and our officers, directors, representatives, agents, and any third party service provider that furnishes VoIP-related services to you, harmless

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from any and all claims, damages, losses, suits or actions, fines, penalties, costs and expenses (including, but not limited to, attorneys’ fees), whether suffered, made, instituted or asserted by you or by any other party or person (collectively, “Claims”) arising from or related to the VoIP services, including but not limited to any failure or outage of the VoIP services, incorrect routing or use of, or any inability to use, E911 dialing features. The foregoing waiver and release shall not apply to Claims arising from our gross negligence, recklessness, or willful misconduct.

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Acceptable Use Policy
The following policy applies to all hosted services provided to you, including but not limited to (and as applicable) hosted applications, hosted websites, hosted email services, and hosted infrastructure services (“Hosted Services”).

AOS does not routinely monitor the activity of hosted accounts except to measure service utilization and/or service uptime, security-related purposes and billing-related purposes, and as necessary for us to provide or facilitate our managed services to you; however, we reserve the right to monitor Hosted Services at any time to ensure your compliance with the terms of this Acceptable Use Policy (this “AUP”) and our master services agreement, and to help monitor and ensure the safety, integrity, reliability, or security of the Hosted Services.

Similarly, we do not exercise editorial control over the content of any information or data created on or accessible over or through the Hosted Services. Instead, we prefer to advise our customers of inappropriate behavior and any necessary corrective action. If, however, Hosted Services are used in violation of this AUP, then we reserve the right to suspend your access to part or all of the Hosted Services without prior notice.

Violations of this AUP: The following constitute violations of this AUP:
• Harmful or illegal uses: Use of a Hosted Service for illegal purposes or in support of illegal activities, to cause harm to minors or attempt to contact minors for illicit purposes, to transmit any material that threatens or encourages bodily harm or destruction of property or to transmit any material that harasses another is prohibited. • Fraudulent activity: Use of a Hosted Service to conduct any fraudulent activity or to engage in any unfair or deceptive practices, including but not limited to fraudulent offers to sell or buy products, items, or services, or to advance any type of financial scam such as “pyramid schemes,” “Ponzi schemes,” and “chain letters” is prohibited.

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• Forgery or impersonation: Adding, removing, or modifying identifying network header information to deceive or mislead is prohibited. Attempting to impersonate any person by using forged headers or other identifying information is prohibited. The use of anonymous remailers or nicknames does not constitute
impersonation.
• SPAM: AOS has a zero tolerance policy for the sending of unsolicited commercial email (“SPAM”). Use of a Hosted Service to transmit any unsolicited commercial or unsolicited bulk e-mail is prohibited. You are not permitted to host, or permit the hosting of, sites or information that is advertised by SPAM from other networks. To prevent unnecessary blacklisting due to SPAM, we reserve the right to drop the section of IP space identified by SPAM or denial-ofservice complaints if it is clear that the offending activity is causing harm to parties on the Internet, if open relays are on the hosted network, or if denial of service attacks are originated from the hosted network.
• Internet Relay Chat (IRC). The use of IRC on a hosted server is prohibited.
• Open or “anonymous” proxy: Use of open or anonymous proxy servers is prohibited.
• Cryptomining. Using any portion of the Hosted Services for mining cryptocurrency or using any bandwidth or processing power made available by or through a Hosted Services for mining
cryptocurrency, is prohibited.
• Hosting spammers: The hosting of websites or services using a hosted server that supports spammers, or which causes (or is likely to cause) our IP space or any IP space allocated to us or our customers to be listed in any of the various SPAM databases, is prohibited. Customers violating this policy will have their server immediately removed from our network and the server will not be reconnected until such time that the customer agrees to remove all traces of the offending material immediately upon reconnection and agree to allow AOS to access the server to confirm that all material has been completely removed. Any subscriber guilty of a second violation may be immediately and permanently removed from the hosted network for cause and without prior notice.

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• Email/message forging: Forging any email message header, in part or whole, is prohibited.
• Unauthorized access: Use of the Hosted Services to access, or to attempt to access, the accounts of others or to penetrate, or attempt to penetrate, AOS’s security measures or the security measures of another entity's network or electronic
communications system, whether or not the intrusion results in the corruption or loss of data, is prohibited. This includes but is not limited to accessing data not intended for you, logging into or making use of a server or account you are not expressly authorized to access, or probing the security of other networks, as well as the use or distribution of tools designed for compromising security such as password guessing programs, cracking tools, or network probing tools.
• IP infringement: Use of a Hosted Service to transmit any materials that infringe any copyright, trademark, patent, trade secret or other proprietary rights of any third party, is prohibited.
• Collection of personal data: Use of a Hosted Service to collect, or attempt to collect, personal information about third parties without their knowledge or consent is prohibited.
• Network disruptions and sundry activity. Use of the Hosted Services for any activity which affects the ability of other people or systems to use the Hosted Services or the internet is prohibited.

This includes “denial of service” (DOS) attacks against another network host or individual, “flooding” of networks, deliberate attempts to overload a service, and attempts to “crash” a host. • Distribution of malware: Intentional distribution of software or code that attempts to and/or causes damage, harassment, or annoyance to persons, data, and/or computer systems is
prohibited.
• Excessive use or abuse of shared resources: The Hosted Services depend on shared resources. Excessive use or abuse of these shared network resources by one customer may have a negative impact on all other customers. Misuse of network resources in a manner which impairs network performance is prohibited. You are prohibited from excessive consumption of resources, including CPU

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time, memory, and session time. You may not use resourceintensive programs which negatively impact other customers or the performances of our systems or networks.
• Allowing the misuse of your account: You are responsible for any misuse of your account, even if the inappropriate activity was committed by an employee or independent contractor. You shall not permit your hosted network, through action or inaction, to be configured in such a way that gives a third party the capability to use your hosted network in an illegal or inappropriate manner. You must take adequate security measures to prevent or minimize unauthorized use of your account. It is your responsibility to keep your account credentials secure.

To maintain the security and integrity of the hosted environment, we reserve the right, but not the obligation, to filter content, DNS requests, or website access for any web requests made from within the hosted environment.

Revisions to this AUP: We reserve the right to revise or modify this AUP at any time. Changes to this AUP shall not be grounds for early contract termination or non-payment.

Taft City CouncilOctober 17, 2023

Taft City Council
October 17, 2023