Calimesa City Council
December 1, 2025

Regular Meeting of the Calimesa City Council & Successor Agency to the Calimesa Redevelopment Agency Monday, December 1, 2025

CALL TO ORDER
ROLL CALL: MAYOR MOLINA, MAYOR PRO TEM CERVANTEZ, COUNCIL MEMBER CUNDIEFF, COUNCIL MEMBER GARCIA AND COUNCIL MEMBER MANLY.

STAFF: CITY MANAGER KOLBOW, CITY ATTORNEY FLOWER, CITY CLERK

GERDES, FINANCE DIRECTOR REID, PLANING DIRECTOR LUCIA, PUBLIC

WORKS DIRECTOR SHAKIR, CITY ENGINEER THORNTON, FIRE BATTALION CHIEF MERKETARIAN AND SHERIFF CAPTAIN NORTHRUP.

PLEDGE OF ALLEGIANCE

SPECIAL PRESENTATIONS

COMMUNITY RECOGNITION AWARD PRESENTATIONS
Community Enrichment Award presented posthumously to Colonel Joseph Parilla Legacy of Service Award presented posthumously to Walt Pyle

CITY EMPLOYEE PRESENTATIONS
Matt Vega, Fire Captain – 5 Years of Service
Regular Meeting of the Calimesa City Council and Successor Agency to the Calimesa Redevelopment Agency
Meeting Agenda
Monday, December 1, 2025 – 6:00 p.m.

Norton Younglove Multipurpose Senior Center
908 Park Avenue, Calimesa, CA 92320
Linda Molina, Mayor  Jeff Cervantez, Mayor Pro Tem
Eric Cundieff, Council Member  Edgar Garcia, Council Member  John Manly, Council Member Will Kolbow, City Manager  Steven Flower, City Attorney The Calimesa City Council will be conducting this meeting in the Norton Younglove Senior Center. Members of the public may attend this meeting in person at the Norton Younglove Senior Center, 908 Park Avenue, Calimesa, CA 92320, or the public may view the City Council meetings live at https://www.youtube.com/@calimesacity900/live beginning at 6:00 p.m.

Submission of Public Comments: Public comment will be allowed by completing a speaker slip and providing it to the City Clerk at the meeting. Please observe a time limit of three (3) minutes when giving your presentation. When called upon, please step forward to the microphone, state your name for the record, whom you represent and any statement you wish to make. Please be advised that you may not defer your three (3) minutes to another speaker.

In compliance with the Americans with Disabilities Act, if you need special assistance to participate in a City meeting or other services offered by this City, please contact the City Clerk’s Office, (909) 795-9801. Notification of at least 48 hours prior to the meeting or time when services are needed will assist the City staff in assuring that reasonable arrangements can be made to provide accessibility to the meeting or service. Any public writings distributed by the City to at least a majority of the Council Members regarding any item on this regular meeting agenda will be made available at the public counter at City Hall located at 908 Park Avenue, Calimesa, CA 92320.

Regular Meeting of the Calimesa City Council & Successor Agency to the Calimesa Redevelopment Agency Monday, December 1, 2025

COMMUNICATIONS FROM THE PUBLIC
Pursuant to the Brown Act, this is the opportunity for members of the public to directly address the Council on any item within the Council’s subject matter jurisdiction. Please note that this is also the time in which members of the public may address the Council on any item on the Consent Calendar. This is not the time for City Council discussion of non-agenda items. After receiving public comments, Council Members, or staff, after being recognized by the Mayor, may briefly respond to statements made by the public or questions posed by the public. In addition, Council Members may ask questions for clarification or make a referral to staff for factual information to be reported back to the Council at a later meeting.

APPROVAL OF THE AGENDA, CONSENT CALENDAR AND WAIVER OF FULL READING OF ORDINANCES This is the time for the City Council to notify the public of any changes to the agenda; such as removal of an agenda item, rearrangement of the agenda, postponement of an agenda item or continuance of an item to a future meeting. This is also the time for the City Council to remove items from the Consent Calendar for individual consideration. Waiver of full reading of ordinances does not take policy action or approve or disapprove any ordinances on the agenda, it simply means that the entire text of the ordinance will not be read.

RECOMMENDATION: Move to approve the agenda, consent calendar and waive full reading of ordinances.

Motion________________________ Second_______________________ Vote___________________________ CONSENT CALENDAR (Items 1 – 9)
The following items on the Consent Calendar are routine and customary items and are enacted by a single motion, with the exception of items previously removed during “Approval of the Agenda” for individual consideration. Any items removed shall be individually considered immediately after taking action on the Consent Calendar.

1. APPROVAL OF CITY COUNCIL ACTION MINUTES.
a) City Council action minutes of the November 17, 2025 regular meeting

2. RECEIVE AND FILE CITY COMMISSION & BOARD MINUTES.
a) There are no minutes ready for approval at this time.

3. APPROVAL OF WARRANT REGISTERS.
a) Check Register Report with a total of $634,224.15 (Check Nos. 44497-44633) b) November 20, 2025 Payroll of $139,799.17

4. 2ND READING BY TITLE ONLY AND ADOPTION OF ORDINANCE NO. 418, AN ORDINANCE OF THE CITY OF CALIMESA ADOPTING ZONE TEXT AMENDMENT NO. 25-02, AMENDING CHAPTER 18.130 OF THE CALIMESA MUNICIPAL CODE TO ESTABLISH AN

INCLUSIONARY HOUSING IN-LIEU FEE AS AN ALTERNATIVE MEANS OF COMPLIANCE

WITH THE CALIMESA INCLUSIONARY HOUSING ORDINANCE AND FINDING THAT ZONE TEXT AMENDMENT 25-02 IS EXEMPT FROM THE CALIFORNIA ENVIRONMENTAL QUALITY ACT PURSUANT TO CEQA GUIDELINES SECTION 15601(B)(3).

RECOMMENDATION: That the City Council approve 2nd reading, by title only and adopt Ordinance No. 418, An Ordinance Of The City Of Calimesa Adopting Zone Text Amendment No. 25-02, Amending Chapter 18.130 Of The Calimesa Municipal Code To Establish An Inclusionary Housing In-Lieu Fee As An Alternative Means Of Compliance With The Calimesa Inclusionary Housing Ordinance And Finding That Zone Text Amendment 25-02 Is Exempt From The California Environmental Quality Act Pursuant To CEQA Guidelines Section 15601(B)(3).

5. ANNUAL REPORT AND FIVE-YEAR REPORT REGARDING DEVELOPMENT IMPACT FEES.

RECOMMENDATION: That the City Council receive and file this Annual Report regarding developer impact fees (hereinafter referred to as DIF) and make the findings listed below

Regular Meeting of the Calimesa City Council & Successor Agency to the Calimesa Redevelopment Agency Monday, December 1, 2025

6. CATERPILLAR 416 BACKHOE PROCUREMENT.

RECOMMENDATION: That the City Council:

1. Approve the purchase of the Caterpillar 416 Backhoe from Quinn Cat in the amount of $161,052.37.

2. Authorize staff to trade in current 1986 case 580 super k backhoe for estimated value of $7,500 towards new equipment.

3. Adopt Resolution 2025-56, A Resolution of the City Council of the City of Calimesa, California, Amending the FY 2025-26 Budget to Include an Adjustment of $13,421.05 into Vehicle Fund

75. 7 ADOPTION OF RESOLUTION AUTHORIZING THE MAYOR TO EXECUTE THE

SUPPLEMENTAL AGREEMENT WITH RIVERSIDE COUNTY DEPARTMENT OF HOUSING

AND WORKFORCE SOLUTIONS (HWS) FOR COMMUNITY DEVELOPMENT BLOCK GRANT (CDBG) PROJECT NO. 5.CM.06-25, CALIMESA LIBRARY ADA IMPROVEMENT PROJECT (PROJECT NO. 2024-06).

RECOMMENDATION: That the City Council adopt Resolution No. 2025-57 authorizing the Mayor to execute the Supplemental Agreement with Riverside County Department of Housing and Workforce Solutions (HWS) for CDBG Project No. 5.CM.06-25, Calimesa Library ADA Improvement Project (Project No. 2024-06).

8. FIRST AMENDMENT TO THE PROFESSIONAL SERVICES AGREEMENT WITH MARK THOMAS & COMPANY, INC. FOR GRANT WRITING AND APPLICATION SUPPORT FOR THE CHERRY VALLEY BOULEVARD INTERCHANGE PROJECT.

RECOMMENDATION: That the City Council:

1. Approve the First Amendment to the Professional Services Agreement with Mark Thomas & Company, Inc., increasing the not-to-exceed amount from $10,000 to $98,520 and replacing the initial limited scope with a comprehensive grant-writing scope; and authorize the City Manager to execute the First Amendment and any related documents.

2. Adopt Resolution 2025-58, A Resolution Of The City Council Of The City Of Calimesa, California, Amending The Fy 2025-26 Budget To Include An Adjustment In The City Manager Professional Services Account In The General Fund

9. CONSIDERATION OF AMENDMENTS TO EMPLOYEE COMPENSATION AND CLASSIFICATION PLAN.

RECOMMENDATION: That the City Council adopt Resolution 2025-59, a Resolution of the City Council of the City of Calimesa, California, Approving Amendments to the Citywide Salary Schedule, Authorizing Reclassifications of Certain City Positions, and Amending Rule 28 of the City’s Personnel Rules and Regulations Regarding the City’s Contribution Toward Medical Insurance

SHERIFF CAPTAIN REPORT

FIRE CHIEF REPORT

Regular Meeting of the Calimesa City Council & Successor Agency to the Calimesa Redevelopment Agency Monday, December 1, 2025

BUSINESS ITEMS

10. APPROVAL OF PURCHASE AND SALE AGREEMENT FOR THE FORMER BANK OF AMERICA BUILDING LOCATED AT 1055 CALIMESA BOULEVARD.

RECOMMENDATION: That the City Council adopt Resolution 2025-60, A Resolution of the City Council of the City of Calimesa, California Approving a Purchase and Sale Agreement with Bank of America, National Association to Purchase the Real Property Located at 1055 Calimesa Boulevard in Calimesa, California (APN 411-180-023); Authorizing the Mayor to Execute the Agreement and Take Related Actions; and Amending the Fiscal Year 2025-26 Budget to Include a Related Adjustment in the Administrative Facilities Fees Fund.

CONVENE JOINT CITY COUNCIL AND SUCCESSOR AGENCY TO THE CALIMESA

REDEVELOPMENT AGENCY MEETING

JOINT BUSINESS ITEMS
JM1. CITY COUNCIL ANNUAL REORGANIZATION WITH THE ROTATION OF MAYOR AND MAYOR PRO TEM.

RECOMMENDATION: That the City Council confirm the rotation and selection of Mayor and Mayor Pro Tem with a ratified majority vote to serve a one-year term commencing this first regular scheduled meeting of December.

JM2. SUCCESSOR AGENCY TO THE CALIMESA REDEVELOPMENT AGENCY REORGANIZATION.

RECOMMENDATION: That the Board of Directors of the Successor Agency to the Calimesa Redevelopment Agency choose one of its members as Chairperson and another of its members as Vice-Chairperson.

ADJOURN THE SUCCESSOR AGENCY TO THE CALIMESA REDEVELOPMENT AGENCY AND

RECONVENE CITY COUNCIL

MAYOR & COUNCIL MEMBER REPORTING OF COUNTY & REGIONAL MEETINGS/CONFERENCES This is the time for general comments, announcements, reports on meetings attended at public expense as required by AB 1234, requests of staff, and other issues of concern to Council Members may be presented briefly at this time. The Council may not legally take action on any item presented at this time other than to direct staff to investigate a complaint or place an item on a future agenda unless (1) by a majority vote, the Council determines that an emergency situation exists, as defined by Government Code § 54956.5 or (2) by a four-fifths vote, the Council determines that there is a need for immediate action and the need for action arose subsequent to the agenda being posted as required by Government Code § 54954.2(b).

CITY MANAGER COMMENTS & REPORTS

ADJOURNMENT
Adjourn to the Regular Meeting of the City Council on Monday, December 15, 2025 at 6:00 p.m.

A reception will be held following adjournment of the meeting in honor of the City’s 35th Year of Incorporation

City Council Meeting
Agenda Report
Agenda Item No. 1
SUBJECT: APPROVAL OF CITY COUNCIL MEETING MINUTES
MEETING DATE: December 1, 2025
PREPARED BY: Darlene Gerdes, Deputy City Manager/City Clerk RECOMMENDATION: That the City Council approve the action minutes as presented for the Regular City Council Meeting of November 17, 2025.

ATTACHMENTS:

Attachment A: City Council action minutes of November 17, 2025 regular meeting

City Council Meeting
Agenda Report
Agenda Item No. 2
SUBJECT: APPROVAL OF COMMISSION MEETING MINUTES
MEETING DATE: December 1. 2025
PREPARED BY: Darlene Gerdes, Deputy City Manager/City Clerk There are no minutes ready for approval at this time

City Council Meeting
Agenda Report
Agenda Item No. 3
SUBJECT: APPROVAL OF WARRANT REGISTER
MEETING DATE: December 1, 2025
PREPARED BY: Celeste Reid, Finance Director
RECOMMENDATION: That the City Council approve the Warrant Register as presented.

SUMMARY: The attached Check Register Report for City Council’s approval is as follows:
a) Check Register Report with a total of $634,224.15 (Check Nos.44497- 44633) b) November 20, 2025 Payroll of $139,799.17

City Council Meeting
Agenda Report
Agenda Item No. 4
SUBJECT: 2

ND READING BY TITLE ONLY AND ADOPTION OF ORDINANCE
NO. 418, AN ORDINANCE OF THE CITY OF CALIMESA
ADOPTING ZONE TEXT AMENDMENT NO. 25-02, AMENDING
CHAPTER 18.130 OF THE CALIMESA MUNICIPAL CODE TO

ESTABLISH AN INCLUSIONARY HOUSING IN-LIEU FEE AS AN

ALTERNATIVE MEANS OF COMPLIANCE WITH THE CALIMESA

INCLUSIONARY HOUSING ORDINANCE AND FINDING THAT
ZONE TEXT AMENDMENT 25-02 IS EXEMPT FROM THE

CALIFORNIA ENVIRONMENTAL QUALITY ACT PURSUANT TO
CEQA GUIDELINES SECTION 15601(B)(3)..

MEETING DATE: December 1, 2025
PREPARED BY: Darlene Gerdes, Deputy City Manager/City Clerk RECOMMENDATION: That the City Council approve 2nd reading, by title only and adopt Ordinance No. 418, AN ORDINANCE OF THE CITY OF CALIMESA ADOPTING ZONE TEXT AMENDMENT NO. 25-02, AMENDING CHAPTER 18.130 OF THE CALIMESA MUNICIPAL CODE TO

ESTABLISH AN INCLUSIONARY HOUSING IN-LIEU FEE AS AN ALTERNATIVE MEANS OF

COMPLIANCE WITH THE CALIMESA INCLUSIONARY HOUSING ORDINANCE AND FINDING THAT ZONE TEXT AMENDMENT 25-02 IS EXEMPT FROM THE CALIFORNIA ENVIRONMENTAL QUALITY ACT PURSUANT TO CEQA GUIDELINES SECTION 15601(B)(3).

ATTACHMENTS:

Attachment A: Ordinance No. 418.

ORDINANCE NO. 418

AN ORDINANCE OF THE CITY OF CALIMESA ADOPTING ZONE TEXT AMENDMENT NO. 25-02, AMENDING CHAPTER 18.130 OF THE CALIMESA

MUNICIPAL CODE TO ESTABLISH AN INCLUSIONARY HOUSING IN-LIEU

FEE AS AN ALTERNATIVE MEANS OF COMPLIANCE WITH THE CALIMESA

INCLUSIONARY HOUSING ORDINANCE AND FINDING THAT ZONE TEXT AMENDMENT 25-02 IS EXEMPT FROM THE CALIFORNIA ENVIRONMENTAL QUALITY ACT PURSUANT TO CEQA GUIDELINES SECTION 15601(B)(3).

The City Council of the City of Calimesa does ordain as follows:

Section 1. Recitals
A. The City of Calimesa’s (“City”) Inclusionary Housing Ordinance set forth in Chapter

18.130 of the Calimesa Municipal Code (“Inclusionary Housing Ordinance”) requires that for all new residential developments, at least five percent of the total lots or units created must be offered for sale as inclusionary units for owner-occupancy by low-income households.

B. The Inclusionary Housing Ordinance further provides that in-lieu of building an inclusionary unit(s) on-site, an applicant may propose to construct the inclusionary unit off-site or may dedicate land to the City on which the inclusionary unit(s) may be built.

C. The City desires to establish an additional alternative and allow an applicant to pay a fee in lieu of building the inclusionary unit.

D. On October 13, 2025, the Planning Commission of the City of Calimesa held a duly noticed public hearing on Zone Text Amendment 25-02 related to Ordinance No. 418 (“Ordinance”) at which time all persons interested in the Ordinance had the opportunity and did address the Planning Commission on these matters. Following the receipt of public testimony the Planning Commission closed the public hearing. At the conclusion of the Planning Commission hearing and after due consideration of the testimony, the Planning Commission adopted Resolution No. 2025-08 recommending that the City Council approve the Ordinance.

E. On November 17, 2025, the City Council of the City of Calimesa held a duly noticed public hearing on the Ordinance, at which time all persons interested in the Ordinance had the opportunity and did address the City Council on these matters. Following the receipt of public testimony the City Council closed the public hearing and duly considered the written and oral testimony received.

F. All legal preconditions to the adoption of this Ordinance have occurred.

Section 2. The Recitals set forth above in Section 1 are true and correct and incorporated herein as if set forth in full.

Attachment 4A

Section 3. Section 18.130.070 (Alternative Means of Compliance) of Chapter 18.130 (Inclusionary Housing) of Title 18 (Zoning, Land Use and Development Regulations) of the Calimesa Municipal Code is hereby amended to add a new paragraph C to read as follows:
“C. In-Lieu Fee. In lieu of building inclusionary units on-site, an applicant may elect, by right, to pay an in-lieu fee as described in Section 18.130.075.” Section 4. A new Section 18.130.075 (In-Lieu Fee) is hereby added to Chapter 18.130 (Inclusionary Housing) of Title 18 (Zoning, Land Use and Development Regulations) of the Calimesa Municipal Code to read as follows:
“18.130.075. In-Lieu Fee.

A. An applicant that elects to pay an in-lieu fee shall comply with the following:

1. The applicant shall pay an in-lieu fee for each market-rate dwelling unit that is subject to the inclusionary housing requirement pursuant to Section 18.130.030. The amount of the in-lieu fee shall be calculated in the manner established by resolution adopted by the City Council, as may be amended from time to time.

2. The in-lieu fee shall be paid concurrently with the payment for a building permit for a market-rate dwelling unit that is subject to the inclusionary housing requirement pursuant to Section 18.130.030.

B. The City shall establish a separate fund for affordable housing, and any in-lieu fees collected shall be deposited into this fund. The City shall use monies deposited in this fund to support the development of housing that is affordable and restricted to households earning 80 percent of the Area Median Income or less.”
Section 5. Paragraph D.6 of Section 18.130.060 (Inclusionary Housing Plan) of Chapter

18.130 (Inclusionary Housing) of Title 18 (Zoning, Land Use and Development Regulations) of the Calimesa Municipal Code is hereby amended to read as follows:
“6. Any alternative means designated in CMC 18.130.070 proposed for the development along with information necessary to support the findings required by CMC 18.130.070 for approval of such alternatives. If the applicant is proposing to pay an in-lieu fee, the inclusionary plan shall include the total square footage of the proposed finished residential living area (i.e., excluding garages) for all of the market-rate units.”
Section 6. Pursuant to the California Environmental Quality Act (“CEQA”) and CEQA Guidelines, the City Council finds that Zone Text Amendment 25-02 is exempt from CEQA pursuant to CEQA Guidelines 15601(B)(3) because the project is covered by the general rule that CEQA applies to projects that have the potential for causing a significant effect on the environment. The project only amends certain language within the Calimesa Municipal Code. Any future project, including a proposed residential development paying an in-lieu fee or an affordable housing projected receiving funding generated by in-lieu fees, will be required to undergo an environmental assessment to identify

and mitigate any potential impacts. Therefore, the project of and by itself does not result in any physical changes in the environment.

Section 7. Effective Date; Publication. This ordinance shall take effect 30 days after its final passage, and within 15 days after its passage, the City Clerk shall cause this ordinance or a summary hereof to be published and/or posted as required by law and by the City's ordinances and resolutions.

INTRODUCED AND PASSED UPON FIRST READING on November 17, 2025, by title only, upon the following vote:

AYES: Cervantez, Cundieff, Garcia, Manly and Molina
NOES: None
ABSENT: None
ABSTAIN: None
PASSED, APPROVED AND ADOPTED on December 1, 2025 upon the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:
________________________________

LINDA MOLINA, MAYOR
ATTEST:
_________________________________

DARLENE GERDES, CITY CLERK
APPROVED AS TO FORM:
__________________________________
STEVEN L. FLOWER, CITY ATTORNEY

City Council Meeting
Agenda Report
Agenda Item No. 5
SUBJECT: ANNUAL REPORT AND FIVE-YEAR REPORT REGARDING

DEVELOPMENT IMPACT FEES
MEETING DATE: December 1, 2025
PREPARED BY: Celeste Reid, Finance Director and Treasurer RECOMMENDATION: That the City Council receive and file this Annual Report regarding developer impact fees (hereinafter referred to as DIF) and make the findings listed below.

BACKGROUND: Government Code Section 66006 requires local agencies to submit annual reports detailing the status of development impact fees. The annual report must be made available to the public within 180 days after the last day of the fiscal year and must be presented to the public agency as an informational report.

This report summarizes the following information for each of the development fee programs:
• Description of the type of fee in the account or fund • The amount of the fee
• Beginning and ending fund balances
• Amount of fees collected, and interest earned
• Identification of public improvements for which fees were expended • Identification of any inter-fund transfers or loans from the fund • Reporting of refunds
To the extent there is an accumulation of fees in any fee category in excess of five years, whereby, the June 30, 2025 ending fund balance amounts exceed mitigation fees collected over five years, from July 1, 2020 - June 30, 2025, Government Code Section 66001 (d) requires the local agency to make certain findings. These findings are as follows:
• Identify the purpose for which the fees will be spent • Indicate the fee was appropriately charged by demonstrating a reasonable relationship between the fee and the purpose for which it was charged
• Identify any other sources and amounts of funding that are necessary to complete improvements
• Identify the projected timeline for having all projected funding for making the identified improvements
DISCUSSION: Attached as Exhibit A is a Developer Impact Fee status report reflecting activity for the Fiscal Year 2024-25. A determination has been made, by fee category, as to whether there are mitigation fees remaining unexpended in excess of five years. There are five categories of

mitigation fees with unexpended funds in excess of five years; Flood Control/Drainage, Administrative Facilities, Library Facilities, Law Enforcement Facilities and Park Improvements.

Please note that in Street/Traffic Improvement Fund certain non-mitigation revenue and related expenditures including grants and other developer contributions for several capital projects. The required findings in each fee category are as follows:

Flood Control/Drainage Fees:

The purpose of the City’s Flood Control/Drainage Fees is to construct new flood control facilities to accommodate storm water from new development to serve the City and its residents. The relationship between the fee imposed and the purpose for which it is imposed is to mitigate the impact of new development on the need for flood control facilities that serve new development. The nexus and proportionality for the fee imposed is provided for in the DIF study that was prepared at the time the fees were established. The City hereby incorporates the findings from that study into this report. The City is preparing for the Calimesa Creek Stage III Improvement project. Once completed, the project would provide 100 year flood protection to existing and future development along County Line Road and Calimesa Creek from 5th Street to Interstate 10. The funding sources for the project include an EPA grant which concluded in Fiscal Year 2019-20, Development Impact Fee revenue and a Riverside County Flood Control grant. The City anticipates construction to begin on this project in 2025.

Administrative Facilities
The purpose of the City’s Administrative Facilities fees is to support City administrative capacity to serve the residents and businesses as the City grows due to new developments, in the form of a new City Hall. The relationship between the fee imposed and the purpose for which it is imposed is to mitigate the impact of new development on the need for City Administrative facilities to serve new development. The nexus and proportionality for the fee imposed is provided for in the DIF study that was prepared at the time the fees were established. The City hereby incorporates the findings from that study into this report. The sources of funding for this improvement are identified in the attached DIF status report. The City is currently working with available resources which includes the mitigation fees to support future City Hall expansion. The City anticipates proposed new facilities to begin in Fiscal Year 2026.

Library Fees:

The purpose of the City’s Library Facilities Fees is to construct a new library to serve the residents and business within new developments in the City. The relationship between the fee imposed and the purpose for which it is imposed is to mitigate the impact of new development on the need for library services to serve new development. The nexus and proportionality for the fee imposed is provided for in the DIF study that was prepared at the time the fees were established. The City hereby incorporates the findings from that study into this report. The sources of funding for this improvement are identified in the attached DIF status report. The City and County of Riverside have entered a partnership wherein the County would provide the majority of funding and project management staff to contract and construct a new, larger 5,550 square foot library facility on the site of the current library. The City Council agreed to contribute $1,110,000 of DIF Funds, $226,285 from the Library Operations Fund and $77,861 in donations/deposits for a total of $1,414,146. The balance of funding for the project estimated at an additional $2.5 million will be paid for by the County of Riverside. The new library was completed and available for use by the public in July

2025. The DIF funding will be paid as to the agreed upon contractual amounts in Fiscal Year 2025-

26. Law Enforcement Fees:

The purpose of the City’s Law Enforcement Facilities Fees is to construct a new police services facility in the City to serve the residents and businesses within new developments in the City. The relationship between the fee imposed and the purpose for which it is imposed is to mitigate the impact of new development on the need for law enforcement services to serve that new development. The nexus and proportionality for the fee imposed is provided for in the DIF study that was prepared at the time the fees were established. The City hereby incorporates the findings from that study into this report. The sources of funding for this improvement are identified in the attached DIF status report. The City currently contracts with the County of Riverside for Sheriff (Police) services. It is anticipated that a facility will be built in the next 10 to 15 years. It is also a possibility that a substation be added at the planned new fire station within the emergency operations center. The City’s Law Enforcement Facilities Fees will be expended when law enforcement facility expansion projects move forward.

Park Improvement Fees:

The current purpose of the City’s Park Improvement Fees is to construct additional park facilities to serve the City and its residents. The relationship between the fee imposed and the purpose for which it is imposed is to mitigate the impact of new development on the need for additional parks to serve that new development. The nexus and proportionality for the fee imposed is provided for in the DIF study that was prepared at the time the fees were established. The City hereby incorporates the findings from that study into this report. The sources of funding for this improvement are identified in the attached DIF status report. The City owns 2.31 acres of undeveloped parkland referred to as Mountainview Park Phase 2. Initial concepts have been discussed and community input obtained resulting in expansion of the park to include four pickle ball courts, walking trails, an adaptable open sports area, parking lot, maintenance shed and bathrooms. The City Council approved expenditures in total of $3,283,550 for construction and a contract with a Landscape Architect-Planning firm for Mountainview Park Phase 2 design services. It is anticipated that the new park expansion will be completed and available for use by the public by January 2026.

Street/Traffic Improvement Fees
The purpose of the City’s Street and Traffic Fees as new development contributes to cumulative city-wide traffic impacts. The relationship between the fee imposed and the purpose for which it is imposed is to mitigate the impact of new development on the need for new streets and additional capacity on existing streets to serve that new development. The nexus and proportionality for the fee imposed is provided for in the DIF study that was prepared at the time the fees were established.

The City hereby incorporates the findings from that study into this report. The sources of funding for this improvement are identified in the attached DIF status report. The use of mitigation fees includes the LPP Roundabout Project which creates Roundabouts on County Line Road, as well as a multilane roundabout at County Line Road and Calimesa Blvd. This project is funded in part through mitigation fees and grant revenue. The anticipated completion date for the LPP Roundabout Project is December 2025, and the estimated completion date for the multilane roundabout at County Line Road and Calimesa Blvd is December 2027.

FISCAL IMPACT: There is no fiscal impact on the filing of this annual report.

ATTACHMENTS:

Attachment A: Development Impact Fee Status as of June 30, 2025 Attachment B: Development Impact Fee Table of Fees

Fire Flood Control/ Administrative Library Law Enf. Street/Traffic Park Facilities Drainage Facilities Facilities Facilities Improvement Improvement Beginning Fund Balance $ (141,589) $ 2,942,479 $ 2,509,888 $ 1,224,020 $ 569,561 $ 877,949 $ 3,451,966 Revenues:

Mitigation Fees 125 1,274 455 - 333 14,905 -
Interest Income 5,840 122,612 111,847 54,430 25,216 84,167 132,010 Transfer from Other Funds 326,000 - - - - 350,000 -
Other & Governmental Revenue - 26,210 - - - 4,666,412 (5) - Total Revenue $ 331,965 $ 150,096 $ 112,302 $ 54,430 $ 25,549 $ 5,115,484 $ 132,010 Expenditures:

Engineering & Professional Services - 1,706 (3) - - - 218,086 (5) - Construction/Improvements - 51,915 (3) - - - 3,455,185 (5) 1,725,246 (6) Vehicles and Equipment - - - - - - -
Administration 8,000 (1) 8,000 (1) 8,000 (1) 8,000 (1) 8,000 (1) 10,000 (1) 8,000 (1) Debt Service 48,774 (2) - - - - - -
Transfers, Loans, Refunds - - - - - - -
Total Expenditures $ 56,774 $ 61,621 $ 8,000 $ 8,000 $ 8,000 $ 3,683,271 $ 1,733,246 Ending Fund Balance $ 133,602 $ 3,030,954 $ 2,614,190 $ 1,270,450 $ 587,110 $ 2,310,162 $ 1,850,730 Mitigation Fees Collected
FY2020-21 to FY2024-25: $ 68,629 $ 804,180 $ 837,701 $ 218,350 $ 65,942 $ 203,786 $ 374,448 Adjustment FY25 Net Other Revenue/Exp $ (326,000) $ (26,210) $ - -$ -$ $ (1,343,141) $ - Adjusted Fund Balance vs. Fees Collected $ (261,027) $ 2,200,564 $ 1,776,489 $ 1,052,100 $ 521,168 $ 763,235 $ 1,476,282 Accumulation in Excess of 5 Years No Yes Yes Yes Yes Yes Yes (1) Fees expended for administration of mitigation fee program related actvities. (2) Expenditures are related to vehicles for the Fire Department. (3) Expenditures are related to the Calimesa Creek Project. (4) Other revenues include grant revenue, governmental, and developer contributions. This fund contains several capital project from which are funded by other sources than DIF Fees (5) Expenditures relate to several road construction projects including Cherry Valley Interchange, Calimesa Roundabouts project, Singleton Interchange and other. (6) The City of Calimesa is preparing for the Mountainview Street Park Expanstion project, expenditures relate to Landscape Architect and Construction Improvements.

CITY OF CALIMESA ATTACHMENT A

DEVELOPMENT IMPACT FEE STATUS
FISCAL YEAR ENDED JUNE 30, 2025
Attachment 5A

Attachment 5B

City Council Meeting
Agenda Report
Agenda Item No. 6
SUBJECT: CATERPILLAR 416 BACKHOE PROCUREMENT
MEETING DATE: December 1, 2025
PREPARED BY: Kyle Coney, Maintenance Superintendent
RECOMMENDATION: That the City Council:

1. Approve the purchase of the Caterpillar 416 Backhoe from Quinn Cat in the amount of $161,052.37.

2. Authorize staff to trade in current 1986 case 580 super k backhoe for estimated value of $7,500 towards new equipment.

3. Adopt Resolution 2025-56, A Resolution of the City Council of the City of Calimesa, California, Amending the FY 2025-26 Budget to Include an Adjustment of $13,421.05 into Vehicle Fund 75.

DISCUSSION: City staff is proposing an equipment upgrade to improve operational performance, increase efficiency, and better support essential tasks such as road repairs, storm channel debris removal, illegal dumping clean-up, and other critical Public Works activities. The new equipment will offer increased reliability, minimize downtime, and help us meet rising demands while improving safety and compliance standards. Additionally, it will allow us to maintain a competitive edge, reduce long-term maintenance costs, and ensure we are utilizing the most current and effective tools available.

City staff anticipated the request for acquisition of the new Backhoe in the capital budget process for Fiscal Year 2026-27; however, the city became aware of a favorable price savings opportunity with 0% financing available if the acquisition is completed by December 31, 2025. To delay the backhoe purchase after January 1st, the manufacturer has indicated there will be a vehicle wide price increase of 4 to 6%, The City has also been informed the the 0% financing option may not be an option after January 1, 2026. The overall cost increase may be an estimated $6,000 to $10,000 if the acquisition happens after January 1, 2026. The following information provides a detailed overview of the benefits of acquiring new equipment and how it will enhance city staff’s ability to perform their daily operational duties effectively.

Increased Reliability & Reduced Downtime
• The current 1986 unit is nearly 40 years old and prone to mechanical failures that delay projects.
• A new CAT 416 offers modern, reliable components that significantly reduce operational downtime.
• Fewer unexpected breakdowns mean improved productivity for Public Works crews.

Lower Maintenance & Repair Costs
• Older equipment requires frequent repairs, often with hard-to-find or discontinued parts. • The CAT 416 includes updated systems designed for longer service intervals and reduced maintenance expenses.
• Predictable maintenance costs help the City budget more accurately.

Compliance with Current Emissions Standards
• The 1986 unit does not meet modern emissions standards and produces significantly higher exhaust output.
• The CAT 416 includes Tier 4 Final-compliant engines, reducing the City's environmental footprint.
• Helps the City align with state and federal sustainability goals.

Improved Safety Standards
• Modern backhoes meet current OSHA and industry safety requirements. • Enhanced visibility, improved braking, updated hydraulics, and safer operator controls reduce the risk of workplace injuries.
• Enclosed ROPS/FOPS improvements provide better operator protection compared to 1986 standards
Sourcewell is a government agency that helps government agencies comply with public bidding requirements through cooperative purchasing. Per CMC 3.15.140, alternative purchasing procedures may be used in the discretion of the Purchasing Agent for the purchase of supplies, equipment, or services, including purchases of supplies, equipment or services where competitive bid procedures have already been utilized, such as purchases from federal, state or county governments, including, state of California agencies, counties, cities, joint power agencies, special districts, and nonprofit agencies whose main purpose is to assist cities or other public entities, and the supplies or equipment are supplied to the City at the same or better price, as was obtained through the competitive bid procedures of that entity.

FISCAL IMPACT: The Vehicle Fund has sufficient funds available for the acquisition of the Backhoe. A budget amendment of $13,421 is requested for monthly payments of $2,684 from February 2026 through June 2026. Monthly payments are required for a 60 month term, with an annual cost of $32,208. Future budget reporting will include the annual debt service payments anticipated through March 2031.

Trade in of the 1986 case 580 super k is requested for an estimate trade value of $7,500 which will be applied toward new purchase. If the trade in is accepted, this will result in a reduction of the cost of the new Backhoe as well as the corresponding debt service payments.

ATTACHMENTS:

Attachment A: Quinn CAT Quote
Attachment B: Quinn CAT Sourcewell Contract
Attachment C: Resolution 2025-56

179528-01
Aug 12, 2025

CITY OF CALIMESA

ATTN ACCOUNTS PAYABLE
908 PARK AVENUE
CALIMESA, California 92320
Hello
We would like to thank you for your interest in our company and our products, and are pleased to quote the following for your consideration.

One (1) New Caterpillar Inc. Model: 416 Backhoe Loader including standard and optional equipment as listed below.

STOCK NUMBER: NS0023325 SERIAL NUMBER: 0H8P02239 YEAR: SMU:

We wish to thank you for the opportunity of quoting on your equipment needs. This quotation is valid for 30 days, after which time we reserve the right to re-quote. If there are any questions, please do not hesitate to contact me.

Sincerely,
Joseph Munoz
Machine Sales Representative
Quote 179528-01

Attachment 6A

One (1) New Caterpillar Inc. Model: 416 Backhoe Loader including standard and optional equipment as listed below.

Standard Equipment

BOOMS, STICKS, AND LINKAGES
BACKHOE - Single Tilt Loader
- 14'4'' Center pivot backhoe - Lift cylinder brace

4.3 Meters - Self-leveling loader with single
- Boom and swing transport locks lever control
- Mechanical operated backhoe and - Return-to-dig
stabilizer controls (automatic bucket positioner)
- Street type stabilizer shoes - Transmission neutralizer switch LOADER - Bucket level indicator

POWERTRAIN
- Water separator - Torque converter
- Thermal starting aid system - Transmission-four speed manual shift - Dry type axial seal air cleaner with - Neutral safety switch integral precleaner - Spin-on filters for
- Automatic dust ejection system Fuel
- Filter condition indicator Engine oil
- Hydraulically boosted multi-plate Transmission oil
wet disk brake with dual pedals & - Outboard Planetary Rear Axles interlock - Diesel particulate filter
- Differential lock - Hydrostatic power steering
- Drive-line parking brake

HYDRAULICS
- Load sensing, variable flow system - Caterpillar XT-3 hose with 35 gpm (132 L/min) axial piston - Hydraulic oil cooler pump - Flow-Sharing Hydraulic Valves
- 6 micron hydraulic filter - Hydraulic suction strainer

ELECTRICAL
- 12 volt electrical start - Stop and tail lights
- Horn, front and rear - Audible system fault alarm
- Backup alarm - Key start/stop system
- Hazard flashers/turn signals - 850 CCA maintenance free battery - Halogen head lights (2) - Battery disconnect switch
- Halogen rear flood lights (2) - External Power Receptacle (12v)

OPERATOR ENVIRONMENT
- Interior rearview mirror - Hand and foot throttle
- Rear fenders - Air suspension seat
Quote 179528-01

- ROPS canopy - Coat Strap
- 2-inch (50mm) retractable seat belt - Lockable storage area FLUIDS
Antifreeze - Extended Life Coolant -30C (-20F)

OTHER STANDARD EQUIPMENT
- Standard Storage Box guard
- Transport tie-down points - CD-ROM Parts Manual
- Ground line fill fuel tank with - Safety Manual

42.3 gal (160L) capacity & 5 gal (19L) - Operations and Maintenance Manual diesel exhaust fluid - Lockable hood
- Rubber impact strips on radiator - Tire Valve Stem Protection Quote 179528-01

MACHINE SPECIFICATIONS
416 07A BACKHOE LOADER CFG2 543-3339
LANE 2 ORDER 0P-9002
SEAT BELT, 3'' SUSPENSION 206-1748
TIRES, 340 80-18/500 70-24, MX 533-0488
STABILIZER PADS, FLIP-OVER 9R-6007
BUCKET-MP, 1.3 YD3, PO 337-7436
LOADER BUCKET PINS 545-8548
CUTTING EDGE, TWO PIECE 9R-5321
BUCKET, HOE, (NONE) 175-7877
INSTRUCTIONS, ANSI 559-0872
SERIALIZED TECHNICAL MEDIA KIT 421-8926
LINES, COMBINED AUX, E-STICK 548-1231
PACK, DOMESTIC TRUCK 0P-0210
SHIPPING/STORAGE PROTECTION 461-6839
RUST PREVENTATIVE APPLICATOR 462-1033
TRIM PACKAGE 3 643-4080
ENGINE, 70KW, C3.6 DITA, T4F 542-7779
AIR CONDITIONER, T4F 542-7810
PRODUCT LINK, CELLULAR, PLE643 639-4880
416 LANE 2 ZCON 628-8811
COUPLER, PG, HYDR.D.LOCK, BHL 485-5303
BUCKET-HD, 24'', 6.2 FT3 219-3387
Quote 179528-01

WARRANTY & COVERAGE
Standard Warranty: 12 MONTHS FULL MACHINE
Extended Coverage: 416-36 MO/3000 HR PREMIER
CSA 24 MO / 1,000 HR PARTS ONLY + VISIONLINK CONNECT - CFAS CVA SELL PRICE $149,097.33
EXT WARRANTY Included
CSA Included
NET BALANCE DUE $149,097.33
SALES TAX (7.75%) $11,555.04
AFTER TAX BALANCE $160,652.37

PAYMENT TERMS
Outright Sale Financing Terms

CASH WITH
ORDER

BALANCE
to FINANCE
TERM

MONTHLY

PAYMENT
RATE
$0.00 $161,052.37 60 (Monthly) $2,684.21 0%
The above is subject to approval by Caterpillar Finance F.O.B/TERMS:

Accepted by___________________________________ on ____________________ ______________________________
Signature
Quote 179528-01

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Solicitation Number: RFP # 011723

CONTRACT
This Contract is between Sourcewell, 202 12th Street Northeast, P.O. Box 219, Staples, MN 56479 (Sourcewell) and Caterpillar Inc., 100 NE Adams Street, Peoria, IL 61629 (Supplier).

Sourcewell is a State of Minnesota local government unit and service cooperative created under the laws of the State of Minnesota (Minnesota Statutes Section 123A.21) that offers cooperative procurement solutions to government entities. Participation is open to eligible federal, state/province, and municipal governmental entities, higher education, K-12 education, nonprofit, tribal government, and other public entities located in the United States and Canada.

Sourcewell issued a public solicitation for Heavy Construction Equipment with Related Attachments and Technology from which Supplier was awarded a contract.

Supplier desires to contract with Sourcewell to provide equipment, products, or services to Sourcewell and the entities that access Sourcewell’s cooperative purchasing contracts (Participating Entities).

1. TERM OF CONTRACT
A. EFFECTIVE DATE. This Contract is effective upon the date of the final signature below.

B. EXPIRATION DATE AND EXTENSION. This Contract expires April 14, 2027, unless it is cancelled sooner pursuant to Article 22. This Contract may be extended one additional year upon the request of Sourcewell and written agreement by Supplier.

C. SURVIVAL OF TERMS. Notwithstanding any expiration or termination of this Contract, all payment obligations incurred prior to expiration or termination will survive, as will the following: Articles 11 through 14 survive the expiration or cancellation of this Contract. All other rights will cease upon expiration or termination of this Contract.

2. EQUIPMENT, PRODUCTS, OR SERVICES
A. EQUIPMENT, PRODUCTS, OR SERVICES. Supplier will provide the Equipment, Products, or Services as stated in its Proposal submitted under the Solicitation Number listed above.

Supplier’s Equipment, Products, or Services Proposal (Proposal) is attached and incorporated into this Contract.

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Pursuant to Section 10(b), Supplier will subcontract certain obligations under this Contract to its dealers. Only those dealers that sign a Participation Agreement with Supplier obligating them to comply with the terms of this Contract will be eligible to provide Equipment, Products, or Services as a subcontractor under this Contract. In the event there is no dealer who has entered into a Participation Agreement available to provide Equipment, Products, or Services to a Participating Entity, Supplier will be under no obligation to provide Equipment, Products, or Services to such Participating Entity under this Contract. Supplier will provide a copy of this Contract to its dealers that would normally service Participating Entities and invite such dealers to enter into a Participation Agreement as a subcontractor of Supplier under the terms of this Contract.

All Equipment and Products provided under this Contract must be new and the current model.

Supplier may offer close-out or refurbished Equipment or Products if they are clearly indicated in Supplier’s product and pricing list. Unless agreed to by the Participating Entities in advance, Equipment or Products must be delivered as operational to the Participating Entity’s site.

This Contract offers an indefinite quantity of sales, and while substantial volume is anticipated, sales and sales volume are not guaranteed.

B. WARRANTY. Supplier warrants that all Equipment, Products, and Services furnished are free from liens and encumbrances, and are free from defects in design, materials, and workmanship.

In addition, Supplier warrants the Equipment, Products, and Services are suitable for and will perform in accordance with the ordinary use for which they are intended. Supplier’s dealers and distributors must agree to assist the Participating Entity in reaching a resolution in any dispute over warranty terms with the manufacturer. Any manufacturer’s warranty that extends beyond the expiration of the Supplier’s warranty will be passed on to the Participating Entity.

C. DEALERS, DISTRIBUTORS, AND/OR RESELLERS. Upon Contract execution and throughout the Contract term, Supplier must provide to Sourcewell a current means to validate or authenticate Supplier’s authorized dealers, distributors, or resellers relative to the Equipment, Products, and Services offered under this Contract, which will be incorporated into this Contract by reference. It is the Supplier’s responsibility to ensure Sourcewell receives the most current information.

3. PRICING
All Equipment, Products, or Services under this Contract will be priced at or below the percentage list discount stated in the supplier’s proposal.

Upon request made to a participating CAT dealer, from a Participating Entity identifying themselves as a Sourcewell member by providing their Sourcewell member number and contract number; formal quotes will list all costs, including all delivery expenses, such as freight and permits (when required).

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Alternatively, Participating Entities may choose to make their own transportation arrangements. In such case, there would be no delivery charges from the local participating Cat dealer.

Regardless of the payment method chosen by the Participating Entity, the total cost associated with any purchase option of the Equipment, Products, or Services must always be disclosed in the pricing quote to the applicable Participating Entity at the time of purchase.

A. SHIPPING AND SHIPPING COSTS. All delivered Equipment and Products must be properly packaged. Damaged Equipment and Products may be rejected. If the damage is not readily apparent at the time of delivery, Supplier must permit the Equipment and Products to be returned within a reasonable time at no cost to Sourcewell or its Participating Entities.

Participating Entities reserve the right to inspect the Equipment and Products at a reasonable time after delivery where circumstances or conditions prevent effective inspection of the Equipment and Products at the time of delivery. In the event of the delivery of nonconforming Equipment and Products, the Participating Entity will notify the Supplier as soon as possible and the Supplier will replace nonconforming Equipment and Products with conforming Equipment and Products that are acceptable to the Participating Entity.

Supplier must arrange for and pay for the return shipment on Equipment and Products that arrive in a defective or inoperable condition.

Sourcewell may declare the Supplier in breach of this Contract if the Supplier intentionally delivers substandard or inferior Equipment or Products.

B. SALES TAX. Each Participating Entity is responsible for supplying the Supplier with valid taxexemption certification(s). When ordering, a Participating Entity must indicate if it is a taxexempt entity.

C. HOT LIST PRICING. At any time during this Contract, Supplier may offer a specific selection of Equipment, Products, or Services at discounts greater than those listed in the Contract.

When Supplier determines it will offer Hot List Pricing, it must be submitted electronically to Sourcewell in a line-item format. Equipment, Products, or Services may be added or removed from the Hot List at any time through a Sourcewell Price and Product Change Form as defined in Article 4 below.

Hot List program and pricing may also be used to discount and liquidate close-out and discontinued Equipment and Products as long as those close-out and discontinued items are clearly identified as such. Current ordering process and administrative fees apply. Hot List Pricing must be published and made available to all Participating Entities.

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4. PRODUCT AND PRICING CHANGE REQUESTS
Supplier may request Equipment, Product, or Service changes, additions, or deletions at any time. All requests must be made in writing by submitting a signed Sourcewell Price and Product Change Request Form to the assigned Sourcewell Supplier Development Administrator. This approved form is available from the assigned Sourcewell Supplier Development Administrator.

At a minimum, the request must:
• Identify the applicable Sourcewell contract number;
• Clearly specify the requested change;
• Provide sufficient detail to justify the requested change; • Individually list all Equipment, Products, or Services affected by the requested change, along with the requested change (e.g., addition, deletion, price change); and • Include a complete restatement of pricing documentation in Microsoft Excel with the effective date of the modified pricing, or product addition or deletion. The new pricing restatement must include all Equipment, Products, and Services offered, even for those items where pricing remains unchanged.

A fully executed Sourcewell Price and Product Request Form will become an amendment to this Contract and will be incorporated by reference.

5. PARTICIPATION, CONTRACT ACCESS, AND PARTICIPATING ENTITY REQUIREMENTS

A. PARTICIPATION. Sourcewell’s cooperative contracts are available and open to public and nonprofit entities across the United States and Canada; such as federal, state/province, municipal, K-12 and higher education, tribal government, and other public entities. Supplier may not enter into a contract with a U.S. Federal Government entity prior to obtaining necessary internal approvals and shall not be obligated to provide Equipment, Products or Services to any U.S. Federal Government entity under this Contract unless separately agreed in writing. Caterpillar may work with such parties and may agree to provide equipment or services under the Contract on a case-by-case basis.

The benefits of this Contract should be available to all Participating Entities that can legally access the Equipment, Products, or Services under this Contract. A Participating Entity’s authority to access this Contract is determined through its cooperative purchasing, interlocal, or joint powers laws. Any entity accessing benefits of this Contract will be considered a Service Member of Sourcewell during such time of access. Supplier understands that a Participating Entity’s use of this Contract is at the Participating Entity’s sole convenience and Participating Entities reserve the right to obtain like Equipment, Products, or Services from any other source.

Supplier is responsible for familiarizing its sales and service forces with Sourcewell contract use eligibility requirements and documentation and will encourage potential participating entities DocuSign Envelope ID: E74F7137-AC67-4B07-965B-33CD3E77A89B DocuSign Envelope ID: 9AA872AA-9802-4A6D-8065-BECD9EB74C88

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to join Sourcewell. Sourcewell reserves the right to add and remove Participating Entities to its roster during the term of this Contract.

B. PUBLIC FACILITIES. Supplier’s employees may be required to perform work at governmentowned facilities, including schools. Supplier’s employees and agents must conduct themselves in a professional manner while on the premises, and in accordance with Participating Entity policies and procedures, and all applicable laws.

6. PARTICIPATING ENTITY USE AND PURCHASING
A. ORDERS AND PAYMENT. To access the contracted Equipment, Products, or Services under this Contract, a Participating Entity must clearly indicate to Supplier that it intends to access this Contract; however, order flow and procedure will be developed jointly between Sourcewell and Supplier. Typically, a Participating Entity will issue an order directly to Participating Dealers with payments made to the Participating Dealers. If a Participating Entity issues a purchase order, it may use its own forms, but the purchase order should clearly note the applicable Sourcewell contract number. All Participating Entity orders under this Contract must be issued prior to expiration or cancellation of this Contract; however, Supplier performance, Participating Entity payment obligations, and any applicable warranty periods or other Supplier or Participating Entity obligations may extend beyond the term of this Contract.

Supplier’s acceptable forms of payment are included in its attached Proposal. Participating Entities will be solely responsible for payment and Sourcewell will have no liability for any unpaid invoice of any Participating Entity.

B. ADDITIONAL TERMS AND CONDITIONS/PARTICIPATING ADDENDUM. Additional terms and conditions to a purchase order, or other required transaction documentation, may be negotiated between a Participating Entity and Supplier’s Participating Dealer, such as job or industry-specific requirements, legal requirements (e.g., affirmative action or immigration status requirements), or specific local policy requirements. Some Participating Entities may require the use of a Participating Addendum, the terms of which will be negotiated directly between the Participating Entity and Supplier’s Participating Dealer or its authorized dealers, distributors, or resellers, as applicable. Any negotiated additional terms and conditions must never be less favorable to the Participating Entity than what is contained in this Contract.

C. SPECIALIZED SERVICE REQUIREMENTS. In the event that the Participating Entity requires service or specialized performance requirements not addressed in this Contract (such as ecommerce specifications, specialized delivery requirements, or other specifications and requirements), the Participating Entity and the Supplier may enter into a separate, standalone agreement, apart from this Contract. Sourcewell, including its agents and employees, will not be made a party to a claim for breach of such agreement.

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D. TERMINATION OF ORDERS. Participating Entities may terminate an order, in whole or in part, immediately upon notice to Supplier in the event of any of the following events:

1. The Participating Entity fails to receive funding or appropriation from its governing body at levels sufficient to pay for the equipment, products, or services to be purchased; or

2. Federal, state, or provincial laws or regulations prohibit the purchase or change the Participating Entity’s requirements.

E. GOVERNING LAW AND VENUE. The governing law and venue for any action related to a Participating Entity’s order will be determined by the Participating Entity making the purchase.

7. CUSTOMER SERVICE
A. PRIMARY ACCOUNT REPRESENTATIVE. Supplier will assign an Account Representative to Sourcewell for this Contract and must provide prompt notice to Sourcewell if that person is changed. The Account Representative will be responsible for:
• Maintenance and management of this Contract;
• Timely response to all Sourcewell and Participating Entity inquiries; and • Business reviews to Sourcewell and Participating Entities, if applicable.

B. BUSINESS REVIEWS. Supplier must perform a minimum of one business review with Sourcewell per contract year. The business review will cover sales to Participating Entities, pricing and contract terms, administrative fees, sales data reports, performance issues, supply issues, customer issues, and any other necessary information.

8. REPORT ON CONTRACT SALES ACTIVITY AND ADMINISTRATIVE FEE PAYMENT A. CONTRACT SALES ACTIVITY REPORT. Each calendar quarter, Supplier must provide a contract sales activity report (Report) to the Sourcewell Supplier Development Administrator assigned to this Contract. Reports are due no later than 45 days after the end of each calendar quarter. A Report must be provided regardless of the number or amount of sales during that quarter (i.e., if there are no sales, Supplier must submit a report indicating no sales were made).

The Report must contain the following fields:
• Participating Entity Name (e.g., City of Staples Highway Department); • Participating Entity Physical Street Address;
• Participating Entity City;
• Participating Entity State/Province;
• Participating Entity Zip/Postal Code;
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• Participating Entity Contact Name;
• Participating Entity Contact Email Address;
• Participating Entity Contact Telephone Number;
• Sourcewell Assigned Entity/Participating Entity Number; • Item Purchased Description;
• Item Purchased Price;
• Sourcewell Administrative Fee Applied; and
• Date Purchase was invoiced/sale was recognized as revenue by Supplier.

B. ADMINISTRATIVE FEE. In consideration for the support and services provided by Sourcewell, the Supplier will pay an administrative fee to Sourcewell on all Equipment, Products, and Services provided to Participating Entities. The Administrative Fee must be included in, and not added to, the pricing. Supplier may not charge Participating Entities more than the contracted price to offset the Administrative Fee.

The Supplier will submit payment to Sourcewell for the percentage of administrative fee stated in the Proposal multiplied by the total sales of all Equipment, Products, and Services purchased by Participating Entities under this Contract during each calendar quarter. Payments should note the Supplier’s name and Sourcewell-assigned contract number in the memo; and must be mailed to the address above “Attn: Accounts Receivable” or remitted electronically to Sourcewell’s banking institution per Sourcewell’s Finance department instructions. Payments must be received no later than 45 calendar days after the end of each calendar quarter.

Supplier agrees to cooperate with Sourcewell in auditing transactions under this Contract to ensure that the administrative fee is paid on all items purchased under this Contract.

In the event the Supplier is delinquent in any undisputed administrative fees, Sourcewell reserves the right to cancel this Contract and reject any proposal submitted by the Supplier in any subsequent solicitation. In the event this Contract is cancelled by either party prior to the Contract’s expiration date, the administrative fee payment will be due no more than 30 days from the cancellation date.

9. AUTHORIZED REPRESENTATIVE
Sourcewell's Authorized Representative is its Chief Procurement Officer.

Supplier’s Authorized Representative is the person named in the Supplier’s Proposal. If Supplier’s Authorized Representative changes at any time during this Contract, Supplier must promptly notify Sourcewell in writing.

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10. AUDIT, ASSIGNMENT, AMENDMENTS, WAIVER, AND CONTRACT COMPLETE A. AUDIT. Pursuant to Minnesota Statutes Section 16C.05, subdivision 5, the books, records, documents, and accounting procedures and practices relevant to this Contract are subject to examination by Sourcewell or the Minnesota State Auditor for a minimum of six years from the end of this Contract. This clause extends to Participating Entities as it relates to business conducted by that Participating Entity under this Contract.

B. ASSIGNMENT. Neither party may assign or otherwise transfer its rights or obligations under this Contract without the prior written consent of the other party and a fully executed assignment agreement. Such consent will not be unreasonably withheld. Any prohibited assignment will be invalid. Provided, however, that Supplier is permitted to subcontract certain of its rights and obligations to Supplier Participating Dealers for performance without Sourcewell’s prior written consent.

C. AMENDMENTS. Any amendment to this Contract must be in writing and will not be effective until it has been duly executed by the parties.

D. WAIVER. Failure by either party to take action or assert any right under this Contract will not be deemed a waiver of such right in the event of the continuation or repetition of the circumstances giving rise to such right. Any such waiver must be in writing and signed by the parties.

E. CONTRACT COMPLETE. This Contract represents the complete agreement between the parties. No other understanding regarding this Contract, whether written or oral, may be used to bind either party. For any conflict between the attached Proposal and the terms set out in Articles 1-22 of this Contract, the terms of Articles 1-22 will govern.

F. RELATIONSHIP OF THE PARTIES. The relationship of the parties is one of independent contractors, each free to exercise judgment and discretion with regard to the conduct of their respective businesses. This Contract does not create a partnership, joint venture, or any other relationship such as master-servant, or principal-agent.

11. INDEMNITY AND HOLD HARMLESS
Intentionally omitted.

12. GOVERNMENT DATA PRACTICES
Supplier and Sourcewell must comply with the Minnesota Government Data Practices Act, Minnesota Statutes Chapter 13, as it applies to all data provided by or provided to Sourcewell DocuSign Envelope ID: E74F7137-AC67-4B07-965B-33CD3E77A89B DocuSign Envelope ID: 9AA872AA-9802-4A6D-8065-BECD9EB74C88

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under this Contract and as it applies to all data created, collected, received, maintained, or disseminated by the Supplier under this Contract.

13. INTELLECTUAL PROPERTY, PUBLICITY, MARKETING, AND ENDORSEMENT A. Intentionally Deleted.

B. PUBLICITY. Any publicity regarding the subject matter of this Contract must not be released without prior written approval from the Authorized Representatives. Publicity includes notices, informational pamphlets, press releases, research, reports, signs, and similar public notices prepared by or for the Supplier individually or jointly with others, or any subcontractors, with respect to the program, publications, or services provided resulting from this Contract.

C. MARKETING. Any direct advertising, marketing, or offers with Participating Entities must be approved by Sourcewell. Send all approval requests to the Sourcewell Supplier Development Administrator assigned to this Contract.

D. ENDORSEMENT. The Supplier must not claim that Sourcewell endorses its Equipment, Products, or Services.

14. GOVERNING LAW, JURISDICTION, AND VENUE
The substantive and procedural laws of the State of Minnesota will govern this Contract. Venue for all legal proceedings arising out of this Contract, or its breach, must be in the appropriate state court in Todd County, Minnesota or federal court in Fergus Falls, Minnesota.

15. FORCE MAJEURE
Neither party to this Contract will be held responsible for delay or default caused by acts of God or other conditions that are beyond that party’s reasonable control. A party defaulting under this provision must provide the other party prompt written notice of the default.

16. SEVERABILITY
If any provision of this Contract is found by a court of competent jurisdiction to be illegal, unenforceable, or void then both parties will be relieved from all obligations arising from that provision. If the remainder of this Contract is capable of being performed, it will not be affected by such determination or finding and must be fully performed.

17. PERFORMANCE, DEFAULT, AND REMEDIES
A. PERFORMANCE. During the term of this Contract, the parties will monitor performance and address unresolved contract issues as follows:

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1. Notification. The parties must promptly notify each other of any known dispute and work in good faith to resolve such dispute within a reasonable period of time. If necessary, Sourcewell and the Supplier will jointly develop a short briefing document that describes the issue(s), relevant impact, and positions of both parties.

2. Escalation. If parties are unable to resolve the issue in a timely manner, as specified above, either Sourcewell or Supplier may escalate the resolution of the issue to a higher level of management. The Supplier will have 30 calendar days to cure an outstanding issue.

3. Performance while Dispute is Pending. Notwithstanding the existence of a dispute, the Supplier must continue without delay to carry out all of its responsibilities under the Contract that are not affected by the dispute. If the Supplier fails to continue without delay to perform its responsibilities under the Contract, in the accomplishment of all undisputed work, the Supplier will bear any additional costs incurred by Sourcewell and/or its Participating Entities as a result of such failure to proceed.

B. DEFAULT AND REMEDIES. Either of the following constitutes cause to declare this Contract, or any Participating Entity order under this Contract, in default:

1. Nonperformance of contractual requirements, or

2. A material breach of any term or condition of this Contract.

The party claiming default must provide written notice of the default, with 30 calendar days to cure the default. Time allowed for cure will not diminish or eliminate any liability for liquidated or other damages. If the default remains after the opportunity for cure, the non-defaulting party may:
• Exercise any remedy provided by law or equity, or
• Terminate the Contract or any portion thereof, including any orders issued against the Contract.

18. INSURANCE
A. REQUIREMENTS. At its own expense, Supplier must maintain insurance policy(ies) in effect at all times during the performance of this Contract with insurance company(ies) licensed or authorized to do business in the State of Minnesota having an “AM BEST” rating of A- or better, with coverage and limits of insurance not less than the following:

1. Workers’ Compensation and Employer’s Liability.

Workers’ Compensation: As required by any applicable law or regulation.

Employer's Liability Insurance: must be provided in amounts not less than listed below:

Minimum limits:
$500,000 each accident for bodily injury by accident
$500,000 policy limit for bodily injury by disease
$500,000 each employee for bodily injury by disease
DocuSign Envelope ID: E74F7137-AC67-4B07-965B-33CD3E77A89B DocuSign Envelope ID: 9AA872AA-9802-4A6D-8065-BECD9EB74C88

011723- CAT
Rev. 3/2022 11
Caterpillar: Confidential Green

2. Commercial General Liability Insurance. Supplier will maintain insurance covering its operations, with coverage on an occurrence basis, and must be subject to terms no less broad than the Insurance Services Office (“ISO”) Commercial General Liability Form CG0001 (2001 or newer edition), or equivalent. At a minimum, coverage must include liability arising from premises, operations, bodily injury and property damage, independent contractors, products-completed operations including construction defect, contractual liability, blanket contractual liability, and personal injury and advertising injury. All required limits, terms and conditions of coverage must be maintained during the term of this Contract.

Minimum Limits:
$1,000,000 each occurrence Bodily Injury and Property Damage $1,000,000 Personal and Advertising Injury
$2,000,000 aggregate for products liability-completed operations $2,000,000 general aggregate

3. Commercial Automobile Liability Insurance. During the term of this Contract, Supplier will maintain insurance covering all owned, hired, and non-owned automobiles in limits of liability not less than indicated below. The coverage must be subject to terms no less broad than ISO Business Auto Coverage Form CA 0001 (2010 edition or newer), or equivalent.

Minimum Limits:
$1,000,000 each accident, combined single limit

4. Umbrella Insurance. During the term of this Contract, Supplier will maintain umbrella coverage over Employer’s Liability, Commercial General Liability, and Commercial Automobile.

Minimum Limits:
$2,000,000
Failure of Supplier to maintain the required insurance will constitute a material breach entitling Sourcewell to immediately terminate this Contract for default.

B. CERTIFICATES OF INSURANCE. Prior to commencing under this Contract, Supplier must furnish to Sourcewell a certificate of insurance, as evidence of the insurance required under this Contract. Prior to expiration of the policy(ies), renewal certificates must be mailed to Sourcewell, 202 12th Street Northeast, P.O. Box 219, Staples, MN 56479 or sent to the Sourcewell Supplier Development Administrator assigned to this Contract. The certificates must be signed by a person authorized by the insurer(s) to bind coverage on their behalf.

Failure to request certificates of insurance by Sourcewell, or failure of Supplier to provide certificates of insurance, in no way limits or relieves Supplier of its duties and responsibilities in this Contract.

DocuSign Envelope ID: E74F7137-AC67-4B07-965B-33CD3E77A89B DocuSign Envelope ID: 9AA872AA-9802-4A6D-8065-BECD9EB74C88

011723- CAT
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C. ADDITIONAL INSURED ENDORSEMENT AND PRIMARY AND NON-CONTRIBUTORY INSURANCE CLAUSE. Supplier agrees to list Sourcewell and its Participating Entities, including their officers, agents, and employees, as an additional insured under the Supplier’s commercial general liability insurance policy with respect to liability arising out of activities, “operations,” or “work” performed by or on behalf of Supplier, and products and completed operations of Supplier. The policy provision(s) or endorsement(s) must further provide that coverage is primary and not excess over or contributory with any other valid, applicable, and collectible insurance or self-insurance in force for the additional insureds. A Participating Dealer may name a Participating Entity as an additional insured on a case-by-case basis.

WAIVER OF SUBROGATION. Supplier waives and must require (by endorsement or otherwise) all its insurers to waive subrogation rights against Sourcewell and other additional insureds for losses paid under the insurance policies required by this Contract or other insurance applicable to the Supplier or its subcontractors. The waiver must apply to all deductibles and/or selfinsured retentions applicable to the required or any other insurance maintained by the Supplier or its subcontractors.

D. UMBRELLA/EXCESS LIABILITY/SELF-INSURED RETENTION. The limits required by this Contract can be met by either providing a primary policy or in combination with umbrella/excess liability policy(ies), or self-insured retention.

19. COMPLIANCE
A. LAWS AND REGULATIONS. All Equipment, Products, or Services provided under this Contract must comply fully with applicable federal laws and regulations, and with the laws in the states and provinces in which the Equipment, Products, or Services are sold.

B. LICENSES. Supplier’s Participating Dealers must maintain a valid and current status on all required federal, state/provincial, and local licenses, bonds, and permits required for the operation of the business that the Participating Dealer conducts with Sourcewell and Participating Entities.

20. BANKRUPTCY, DEBARMENT, OR SUSPENSION CERTIFICATION
Supplier certifies and warrants that it is not in bankruptcy or that it has previously disclosed in writing certain information to Sourcewell related to bankruptcy actions. If at any time during this Contract Supplier declares bankruptcy, Supplier must immediately notify Sourcewell in writing.

DocuSign Envelope ID: E74F7137-AC67-4B07-965B-33CD3E77A89B DocuSign Envelope ID: 9AA872AA-9802-4A6D-8065-BECD9EB74C88

011723- CAT
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Supplier certifies and warrants that neither it nor its principals are presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from programs operated by the State of Minnesota; the United States federal government or the Canadian government, as applicable; or any Participating Entity. Supplier certifies and warrants that neither it nor its principals have been convicted of a criminal offense related to the subject matter of this Contract. Supplier further warrants that it will provide immediate written notice to Sourcewell if this certification changes at any time.

21. PROVISIONS FOR NON-UNITED STATES FEDERAL ENTITY PROCUREMENTS UNDER

UNITED STATES FEDERAL AWARDS OR OTHER AWARDS
Intentionally omitted.

22. CANCELLATION
Sourcewell or Supplier may cancel this Contract at any time, with or without cause, upon 60 days’ written notice to the other party. However, Sourcewell may cancel this Contract immediately upon discovery of a material defect in any certification made in Supplier’s Proposal. Cancellation of this Contract does not relieve either party of financial, product, or service obligations incurred or accrued prior to cancellation.

Sourcewell Caterpillar Inc.

By: __________________________ By: __________________________ Jeremy Schwartz Patrick Kearns
Title: Chief Procurement Officer Title: Vice President Sales & Marketing, Construction Industries
Date: ________________________ Date: ________________________ Approved:

By: __________________________
Chad Coauette
Title: Executive Director/CEO
Date: ________________________
DocuSign Envelope ID: E74F7137-AC67-4B07-965B-33CD3E77A89B 5/5/2023 | 9:41 AM CDT 5/24/2023 | 9:13 AM PDT
5/24/2023 | 12:16 PM CDT
DocuSign Envelope ID: 9AA872AA-9802-4A6D-8065-BECD9EB74C88

RFP 011723 - Heavy Construction Equipment with Related
Attachments and Technology
Vendor Details
Company Name: Caterpillar Inc
Address:
100 NE Adams St
Peoria, IL 61629
Contact: Sean Egel
Email: [email protected]
Phone: 309-675-1399
HST#:

Submission Details
Created On: Tuesday November 15, 2022 14:22:18
Submitted On: Tuesday January 17, 2023 16:10:22
Submitted By: Sean Egel
Email: [email protected]
Transaction #: aeaa61ae-0c73-4610-8208-b80e2e0b4448
Submitter's IP Address: 192.189.129.23
Bid Number: RFP 011723 Vendor Name: Caterpillar Inc
DocuSign Envelope ID: E74F7137-AC67-4B07-965B-33CD3E77A89B DocuSign Envelope ID: 9AA872AA-9802-4A6D-8065-BECD9EB74C88

Specifications
Table 1: Proposer Identity & Authorized Representatives General Instructions (applies to all Tables) Sourcewell prefers a brief but thorough response to each question. Do not merely attach additional documents to your response without also providing a substantive response. Do not leave answers blank; respond “N/A” if the question does not apply to you (preferably with an explanation).

Line
Item Question Response *
1 Proposer Legal Name (one legal entity only):
(In the event of award, will execute the
resulting contract as "Supplier")
Caterpillar Inc.
*
2 Identify all subsidiary entities of the Proposer
whose equipment, products, or services are
included in the Proposal.

N/A
*
3 Identify all applicable assumed names or DBA
names of the Proposer or Proposer's
subsidiaries in Line 1 or Line 2 above.

N/A
*
4 Provide your CAGE code or Unique Entity
Identifier (SAM):
11083 *
5 Proposer Physical Address: 5212 N O'Connor Blvd Ste. 1100, Irving, TX 75039 * 6 Proposer website address (or addresses): https://www.caterpillar.com/, https://www.cat.com/en_US.html * 7 Proposer's Authorized Representative (name,
title, address, email address & phone) (The
representative must have authority to sign
the “Proposer’s Assurance of Compliance” on
behalf of the Proposer and, in the event of
award, will be expected to execute the
resulting contract):

Primary Contact: Patrick Kearns
Title: Vice President Sales & Marketing
Address: 100 NE Adams St, Peoria, IL 61629
Email: [email protected]
Phone: (309) 675-5181
*
8 Proposer's primary contact for this proposal
(name, title, address, email address & phone):

Primary Contact: Sean Egel
Title: Governmental Sales Consultant
Address: 100 NE Adams St, Peoria, IL 61629
Email: [email protected]
Phone: (309) 675-1399
*
9 Proposer's other contacts for this proposal, if
any (name, title, address, email address &
phone):

Primary Contact: Marta Sevilla
Title: Governmental Marketing Manager
Address: 100 NE Adams St, Peoria, IL 61629
Email: [email protected]
Phone: (309) 578-1150
Table 2: Company Information and Financial Strength
Line
Item Question Response *
Bid Number: RFP 011723 Vendor Name: Caterpillar Inc
DocuSign Envelope ID: E74F7137-AC67-4B07-965B-33CD3E77A89B DocuSign Envelope ID: 9AA872AA-9802-4A6D-8065-BECD9EB74C88

10 Provide a brief history of your company,
including your company’s core values,
business philosophy, and industry longevity
related to the requested equipment, products
or services.

The history of Caterpillar is all about doing: creating, building, problem solving, innovating, testing, servicing and improving. We’re proud of the ingenious machines that are part of our rich heritage. More importantly, we are proud of the people who founded and built the company one breakthrough at a time. Beginning with Benjamin Holt and C. L. Best, the people of Caterpillar have always been - and continue to be - extraordinary.

In 1925, when Holt and Best merged to form their new tractor company, they used the name so familiar to people around the world: Caterpillar. The Caterpillar Tractor Company is today known as Caterpillar Inc.

With 2021 sales and revenues of $51.0 billion, Caterpillar Inc. is the world’s leading manufacturer of construction and mining equipment, off-highway diesel and natural gas engines, industrial gas turbines and diesel-electric locomotives. For nearly 100 years, we’ve been helping customers build a better, more sustainable world and are committed and contributing to a reduced-carbon future. Our innovative products and services, backed by our global dealer network, provide exceptional value that helps customers succeed. Caterpillar does business on every continent, principally operating through three primary segments – Construction Industries, Resource Industries and Energy & Transportation – and providing financing and related services through our Financial Products segment.

Our Worldwide Code of Conduct, first published in 1974, defines what we stand for and believe in, documenting the uncompromisingly high ethical standards our company has upheld since its founding in 1925. The Code helps Caterpillar employees put our values and principles into action every day by providing detailed guidance on the behaviors and actions that support our values of Integrity, Excellence, Teamwork, Commitment and Sustainability.

Caterpillar's Code of Conduct that can be found at
https://www.caterpillar.com/en/company/code-of-conduct.html *
11 What are your company’s expectations in the
event of an award?
Caterpillar is honored to have served Sourcewell and its members who have purchased Cat® construction equipment, attachments (work tools), and electrical power generation products through Sourcewell since 2008. Furthermore, we are proud to have
earned the Sourcewell Legacy Award in 2019, and have recently been awarded contracts 060122-CAT and 092222-CAT.

Caterpillar's expectations in the event of an award would be to focus on customer needs and continued growth across all governmental segments. Sourcewell has built a strong reputation within the industry that has shown the importance of how this cooperative contract delivers upon customer needs. This contract will be a top factor in our go to market strategy within our strong Cat dealer network. If awarded, we will send out an email to our entire sales force, applicable to governmental, introducing the contract along with ways to train our salesforce, market, and grow the contract.

We look forward to the opportunity to further grow business and serve member needs together in this new Heavy Construction Equipment RFP opportunity. *
12 Demonstrate your financial strength and
stability with meaningful data. This could
include such items as financial statements,
SEC filings, credit and bond ratings, letters
of credit, and detailed reference letters.

Upload supporting documents (as applicable)
in the document upload section of your
response.

Caterpillar Inc. is a publicly traded company, and as such, its financial information is updated quarterly and available at: https://investors.caterpillar.com/overview/default.aspx Caterpillar's 2021 Annual Report provides details about our financial position. Our SEC filing documents can be found at:
https://investors.caterpillar.com/financials/sec-filings/default.aspx. Both documents are included as attachments in our Financial Strength and Stability Documents.

As 2022 results are yet to be released, below you can find a summary of our full year 2021 financials.

In 2021 full year sales and revenues were $51B of which, North American sales were $22B. Operating profit was $6.9B with a profit per share of USD $11.83.

Dividends paid per share of USD $4.28.
*
13 What is your US market share for the
solutions that you are proposing?
Caterpillar is a significant contributor to the overall Heavy Equipment sector within the US and Canada. Market share information beyond what is made publicly available through our annual reports is considered confidential. *
14 What is your Canadian market share for the
solutions that you are proposing?
Caterpillar is a significant contributor to the overall Heavy Equipment sector within the US and Canada. Market share information beyond what is made publicly available through our annual reports is considered confidential. *
15 Has your business ever petitioned for
bankruptcy protection? If so, explain in detail.

No. *
Bid Number: RFP 011723 Vendor Name: Caterpillar Inc
DocuSign Envelope ID: E74F7137-AC67-4B07-965B-33CD3E77A89B DocuSign Envelope ID: 9AA872AA-9802-4A6D-8065-BECD9EB74C88

16 How is your organization best described: is
it a manufacturer, a distributor/dealer/reseller,
or a service provider?  Answer whichever
question (either a) or b) just below) best
applies to your organization.
a)    If your company is best described as
a distributor/dealer/reseller (or similar entity),
provide your written authorization to act as a
distributor/dealer/reseller for the manufacturer
of the products proposed in this RFP. If
applicable, is your dealer network
independent or company owned?
b)    If your company is best described as
a manufacturer or service provider, describe
your relationship with your sales and service
force and with your dealer network in
delivering the products and services
proposed in this RFP. Are these individuals
your employees, or the employees of a third
party?
Caterpillar is a world class manufacturer which distributes products through a vast and capable independent dealer network. Our dealers are strong independently owned companies and in North America alone our 47 dealers have a combined net worth of billions of dollars. Their large valuation is a competitive advantage because it allows them to have the infrastructure to support customers regardless of location, industry, fleet size, or application.

Another advantage of independently owned dealers is that they know their customers and market well. They tailor their services specifically to their customers' needs.

Although we will sign this contract as a manufacturer, our Cat dealers will be given the
opportunity to avail themselves of the opportunity presented by the contract and will execute all the transactions with governmental customers as they do today. This includes but is not limited to consultation, quoting, accepting payment, delivery, warranty support, parts sales, and service.

Caterpillar dealers heartily embrace the other Sourcewell contracts currently available to them (032119-CAT, 092222-CAT, 062320-CAT, 060122-CAT). They have all been trained on contract usage. In fact, the current Heavy Equipment contract is leveraged by
95% of our dealers in North America. Caterpillar offers specific discounts to Sourcewell members. By using any Sourcewell Contract, our dealers agree to honor those discounts.
*
17 If applicable, provide a detailed explanation
outlining the licenses and certifications that
are both required to be held, and actually
held, by your organization (including third
parties and subcontractors that you use) in
pursuit of the business contemplated by this
RFP.

Caterpillar and its subsidiaries operate across the globe in a variety of markets that require Caterpillar to adhere to all locally mandated laws and regulations in order to do business. With regards to the territories covered by this RFP, Caterpillar will comply with applicable laws in order to do business in the territories described herein.

As an equipment manufacturer focused on quality, Caterpillar created the Caterpillar Quality Management System, which is a process-based, ISO 9001:2015 compliant quality management system used throughout Caterpillar to continually improve the quality of our products and services to meet customer, statutory, and regulatory requirements. It is registered with IRCA (International Register of Certificated Auditors) as Caterpillar Quality Management System CAT791A. *
18 Provide all “Suspension or Debarment”
information that has applied to your
organization during the past ten years.

N/A
*
Table 3: Industry Recognition & Marketplace Success
Line
Item Question Response *
Bid Number: RFP 011723 Vendor Name: Caterpillar Inc
DocuSign Envelope ID: E74F7137-AC67-4B07-965B-33CD3E77A89B DocuSign Envelope ID: 9AA872AA-9802-4A6D-8065-BECD9EB74C88

19 Describe any relevant industry awards or
recognition that your company has received
in the past five years
Please note: To list all the awards received in the past 5 years would unnecessarily lengthen our response. For brevity, we are highlighting some recognition received in 2020, 2021 and 2022. Also note there are many global awards.

Fortune Magazine #78 on the Fortune 500 2021
Fortune Magazine World's Most Admired Companies
World & North America Dow Jones Sustainability Index
Forbes Best Employers for diversity 2020 and 2021
#82 Best Global Brands- Interbrand 2021
The Wall Street Journal Best Managed Companies in 2020 and 2021 The Wall Street Journal World's Most Sustainably Managed Companies Human Rights Campaign Foundation Corporate Equality Index Dow Jones Sustainability Index (World and North America) 21 years World’s Most Sustainably Managed Companies – The Wall Street Journal United Way World Wide’s Global Corporate Leadership Program
U.S. President’s Volunteer Service Award from Junior Achievement Corporate Equality Index – Human Rights Campaign Foundation CSR China Top 100 – the 4th CSR China Education Award (China) China CSR Excellence Award – China Philanthropy Times (China)
Corporate Social Responsibility Research Center of Southern Weekly (China) Outstanding Contribution to Poverty Alleviation – China Foundation for Poverty Alleviation (China)
2020 Global 500 – Fortune Magazine
America’s Most Responsible Companies 2020, 2021 & 2022 – Newsweek Best-Managed Companies of 2020 & 2021 – The Wall Street Journal Top Companies for Customer Satisfaction – The Wall Street Journal The CEO Leaderboard: COVID-19 Reputation Rankings – SJR All-America Executive Team – Institutional Investor
Top 150 Global Licensors – Global License Best Global Brands Top 100 – Interbrand World’s Most Valuable Brands 2020 – Forbes
2020 Best Places to Work for Disability Inclusion – Disability Equality Index World’s Best Employers 2020 – Forbes
Best Employers for Women 2020 – Forbes
America’s Best Employers by State 2020 – Forbes
America's Best Employers for Diversity 2020 – Forbes
Best Employers for New Grads 2020 – Forbes
Global 2000 – Forbes 2020, 2021 & 2022
Best Employers for Veterans 2020 and 2021– Forbes
Top Veteran-Friendly Company – U.S. Veterans Magazine
#1 Great Place to Work – Great Place to Work Institute (Brazil) #1 Great Place to Work in the Ag Business - Great Place to Work Institute (Brazil) Chile’s 20 Best Places in 2020 to Work for LGBTQ Equality, pwc Human Rights Campaign
Top of Mind Company “Industry category” (Piracicaba, Brazil) Certification on Promoting Work-Life Balance in Hyogo Prefecture – Hyogo Work and Life Center (Japan)
Hyogo’s Women’s Success in Business Promotion Company – Hyogo Women Empowerment &
Promotion Center (Japan)
Hanada Award for WIN Akashi – Hyogo Women and Future Association (Japan) Hyogo Childcare Supporting Company Award (Japan)
Science & Technology Industry Summit: Outstanding Contribution – The Economic Observer (China)
*
20 What percentage of your sales are to the
governmental sector in the past three years
The governmental and educational sector is extremely important to Caterpillar. We have a dedicated team to support governmental customers and their specific needs. However, percentage of sales to governmental is considered confidential. *
21 What percentage of your sales are to the
education sector in the past three years
The governmental and educational sector is extremely important to Caterpillar. We have a dedicated team to support governmental customers, including the education sector, and their specific needs. However, percentage of sales to education is considered confidential.
*
22 List any state, provincial, or cooperative
purchasing contracts that you hold. What is
the annual sales volume for each of these
contracts over the past three years?
While Cat dealers would typically hold contracts with states and provinces, as an exception Caterpillar holds the state contract with Ohio and NY.

Additionally, we are contract holders with OMNIA and NASPO ValuePoint.

Just as we would never share Sourcewell sales information with other cooperatives, we also keep the sales volumes from other cooperatives confidential. *
Bid Number: RFP 011723 Vendor Name: Caterpillar Inc
DocuSign Envelope ID: E74F7137-AC67-4B07-965B-33CD3E77A89B DocuSign Envelope ID: 9AA872AA-9802-4A6D-8065-BECD9EB74C88

23 List any GSA contracts or Standing Offers
and Supply Arrangements (SOSA) that you
hold. What is the annual sales volume for
each of these contracts over the past three
years?
Listed below are the current GSA contracts that Caterpillar holds:

SIN 333924 Utility Trucks and Tractors: 2020=$6,857,211 2021=$14,071,364 SIN 333120 Street Repair and Cleaning Equipment and Attachments:
2020=$0 / 2021=$143,837
SIN 335999 Power Distribution Equipment: 2020=$151,267.70 / 2021=$9,473.07 These contracts are used by Caterpillar, but we do not allow our dealers to use GSA contracts.

Final sales for the year 2022 have yet to be fully reported. *
Table 4: References/Testimonials
Line Item 24. Supply reference information from three customers who are eligible to be Sourcewell participating entities.

Entity Name * Contact Name * Phone Number *
Baltimore County, MD Jamie Donahue 410-952-6981 *
Washington DC Fleet Greg Harrelson 202-437-3799 *
Town of Scituate Mass. Kevin Cafferty 781-545-8732 *
Table 5: Top Five Government or Education Customers
Line Item 25. Provide a list of your top five government, education, or non-profit customers (entity name is optional), including entity type, the state or province the entity is located in, scope of the project(s), size of transaction(s), and dollar volumes from the past three years.

Entity Name Entity Type * State /
Province * Scope of Work * Size of Transactions * Dollar Volume Past ThreeYears * Virginia
Department of
Transportation -
Central
Government Virginia - VA State Department of
Transportation for Virginia.

Caterpillar requests that
Sourcewell treat the information
in this table as confidential.

Purchased 41 units. $12,321,972
*
State of Idaho Government Idaho - ID State of Idaho.

Caterpillar requests that
Sourcewell treat the information
in this table as confidential.

Purchased 39 units. $10,304,218
*
Alaska
Department of
Transportation
Government Alaska - AK State Department of
Transportation for Alaska.

Caterpillar requests that
Sourcewell treat the information
in this table as confidential.

Purchased 37 units. $12,176,875
*
Arkansas State Government Arkansas - AR State of Arkansas.

Caterpillar requests that
Sourcewell treat the information
in this table as confidential.

Purchased 28 units. $10,053,000
*
Suwannee
County
Government Florida - FL A county local to Florida.

Caterpillar requests that
Sourcewell treat the information
in this table as confidential.

Purchased 26 units. $6,567,420
*
Table 6: Ability to Sell and Deliver Service
Describe your company’s capability to meet the needs of Sourcewell participating entities across the US and Canada, as applicable.

Your response should address in detail at least the following areas: locations of your network of sales and service providers, the number of workers (full-time equivalents) involved in each sector, whether these workers are your direct employees (or employees of a third party), and any overlap between the sales and service functions.

Line
Item Question Response *
Bid Number: RFP 011723 Vendor Name: Caterpillar Inc
DocuSign Envelope ID: E74F7137-AC67-4B07-965B-33CD3E77A89B DocuSign Envelope ID: 9AA872AA-9802-4A6D-8065-BECD9EB74C88

26 Sales force. The Cat dealer salesforce is highly capable and trained in the construction industry.

The Cat dealer salespeople are consultants to their customers and advise their customers on the best solutions for their application and job. As a manufacturer we request our dealers to follow strict training protocols to ensure our sales force remains current on all product updates. Specifically, as it relates to governmental sales, each dealer has one or more people named to be a key liaison between us as manufacturer and their dealer sales team. They're offered additional in depth training on Sourcewell and ensures that all contract terms are followed.

Caterpillar has Operational Excellence Programs that recognize dealers' excellence in marketing and sales processes and operations, among other areas of the business.

In North America, our dealers employ more than 53,000 people across the machine, energy, parts and service divisions. The dealer sales teams are supported by a network of Caterpillar professionals. Each dealer has in territory support of 5 to 8 Caterpillar sales/marketing employees. It is the responsibility of these people to ensure that the dealer and Caterpillar are working well together to constantly improve and to adapt to marketplace changes. Beyond the territory experts, the sales and marketing department at Caterpillar is staffed by more than 600 people whose mission is to focus on customer satisfaction. Even more are employed "behind-the scenes" to ensure industry leading product design, up to date product information, and maintaining the ease of doing business in an increasingly connected marketplace. *
27 Dealer network or other distribution
methods.

The Cat dealer network is key to the success of our company. Boasting over 160 dealers throughout 193 countries worldwide, the Cat dealer network is widely considered to be the best in industry. Within Canada and the United States, we have 47 dealers and more than 800 dealer owned locations that sell and rent equipment.

Please refer to our directory listing of Cat dealer locations and our easy to view locations map in the attached "Additional Documents" zip file. Cat dealers are independently-owned. Each dealer has multiple branches and a mobile service fleet than can serve customers regardless of location. These are full physical locations our governmental customers can use.

Because of the size of Cat dealers, they are exceptionally capable to serve governmental customers. Dealers have trained specialists that cover many industries including heavy equipment.

Collectively, Cat dealers' large net worth permits them to stock a high volume of replacement parts - allowing governmental customers the fastest turnaround on parts availability and repair time. Cat dealers recognize the importance of governmental business to their overall success and they each have one or more governmental specialists whose job it is to serve governmental agencies well.

Please refer to the Cat dealer locations map included in "Additional Documents". Additionally, you can leverage https://www.cat.com/en_US/support/dealerlocator.html to locate dealers by location. *
Bid Number: RFP 011723 Vendor Name: Caterpillar Inc
DocuSign Envelope ID: E74F7137-AC67-4B07-965B-33CD3E77A89B DocuSign Envelope ID: 9AA872AA-9802-4A6D-8065-BECD9EB74C88

28 Service force. At Caterpillar we are very proud of the saying "The sales department sells the first machine; the service department sells every one after that." The Cat dealer network in North America collectively employs more than 20,000 factory trained technicians, parts experts, product support managers and
other service-oriented staff. These subject matter experts are supported by the best repair shop equipment and materials. As machines and engines are constantly updated, so too are our service experts. We conduct product-specific training every week of the year. Technician shortage is an industry-wide concern, but because Cat dealers are large, long established companies, they can offer strong compensation and benefit packages that encourage the best people to seek employment and to retain them once hired. Caterpillar works very closely with dealers and through a program called "ThinkBIG", we are able to keep the pipeline of high quality employees full. ThinkBIG is a Caterpillar-specific instructional program that pays the student while they train to become a technician. It is a 2-year program with lab and classroom work, and a paid internship at a sponsoring Cat Dealer. As a result, the student will graduate with an accredited degree backed with over 2,000 hours of work experience.

In addition to the technicians and mechanics that work on the machines directly, each dealer has a service support staff that includes customer-facing consultants who are responsible for working with customers to set up maintenance and repair schedules to ensure the best possible up-time.

Collectively, service support staff makes up the bulk of each dealers' staff. Roughly half of their personnel investment goes to ensuring customer success via product support.

The dealer service teams are supported by a network of Caterpillar professionals.

Each dealer has in territory support of 5 to 8 Caterpillar parts/service employees. It is the responsibility of these specialists to ensure that the dealer and Caterpillar are working well together to constantly improve and to adapt to marketplace changes.

Beyond the territory experts, the service and support groups at Caterpillar are staffed by thousands of people whose mission is to focus on post-sale customer satisfaction.

Even more are employed "behind-the-scenes" to ensure technical literature is up to date, service standards are adhere to and repair questions are answered quickly. We exceed our 95% 2-hour response rate target in responding to dealer service inquiries. *
29 Describe the ordering process. If orders
will be handled by distributors, dealers or
others, explain the respective roles of the
Proposer and others.

Our simple order process has been and will continue to be well appreciated by Sourcewell and Sourcewell members:
1) When a member decides to purchase a new Cat machine, they simply include their Sourcewell member number on the Purchase Order they issue to the Cat dealer. 2) The Cat dealer then accepts the PO, issues the invoice, accepts payment and delivers the machine.
3) After the machine has been delivered, the dealer, as part of their normal process, includes the member number when filing their sales claims with Caterpillar. 4) At month's end, Caterpillar aggregates these reports and sends the sales information quarterly to Sourcewell along with the administrative fee.

IMPORTANT NOTE: Should a member wish to include additional terms and conditions to this contract, or to otherwise request a Participating Addendum, that agreement / PA should be executed between the member and Cat dealer directly. *
Bid Number: RFP 011723 Vendor Name: Caterpillar Inc
DocuSign Envelope ID: E74F7137-AC67-4B07-965B-33CD3E77A89B DocuSign Envelope ID: 9AA872AA-9802-4A6D-8065-BECD9EB74C88

30 Describe in detail the process and
procedure of your customer service
program, if applicable.  Include your
response-time capabilities and
commitments, as well as any incentives
that help your providers meet your stated
service goals or promises.

We are proud that our reputation stands on having the best customer support in the industry. In fact, our capabilities are industry leading. In the event a customer ever has a problem or issue with a machine, their Cat dealer is empowered to resolve that issue locally. If the problem is a result of a defect in material or workmanship, within the standard warranty period, the local Cat dealer will work with Caterpillar to apply the appropriate warranty, and keep the customer informed. Every Cat dealer has a common detailed service process in place. Caterpillar supports and verifies that all the dealer service technicians are supplied with the tools and equipment needed to repair all Cat products.

Technicians have access to an electronic library of technical information including Service Letters, Technical Information Bulletins, System Operations, Troubleshooting and Disassembly and Assembly manuals. These manuals are provided for every Cat product. Each dealer also has one or more "Technical Communicators" who are dedicated to supporting the service technicians by acting as a liaison between the shop personnel and Caterpillar.

The service technicians also have a dealer support network (DSN) system with direct access to Caterpillar's Service Engineers. Caterpillar responds to more than 95% of all high priority tickets within one hour.

Caterpillar is got everything customers need to keep their Cat machines in top shape. Whether they want Genuine Cat parts, manuals and resources to do maintenance and repairs themselves, or prefer to have one of our expert dealer technicians do the work. We make it easy to keep their Cat equipment running.

Some of our service solutions include:
-Cat Fleet Management (Condition Monitoring) - Lowers the total cost of ownership of machine. By connecting your fleet, you will be able to: track the location of your assets, monitor & manage the fuel consumption, identify the operators who would need extra training, and plan & schedule your maintenance. All of which will maximize your uptime.
-Customer Value Agreements (CVA) - Customizable plans for your equipment new or used - to do more work with lower, more predictable costs. It's a convenient plan to get the most from your equipment throughout its life. Examples of CVAs may include but are not limited to: Maintenance CVAs, Component CVAs, and Machine CVAs. -S•O•S SM Services - A fluid analysis program that provides results that you can trust including trend analysis that provides benefit to your machine and fleet. -Cat Inspect - A digital way to perform checklists, pre-work inspections, annual inspections and PM checklists. All of which can be captured in the easy to use app. *
31 Describe your ability and willingness to
provide your products and services to
Sourcewell participating entities in the
United States.

We are proud to serve all geographic areas and all Sourcewell member sectors within the United States to offer our complete products and services. Caterpillar has successfully and proudly utilized Sourcewell to sell machines in all 50 states.

Caterpillar's global reach and presence is unmatched in the industry, and we serve customers around the globe. Our manufacturing, marketing, logistics, services, research and development and related facilities, along with our dealer locations, total more than 500 locations worldwide. North America specifically is home to 47 factories and 10 parts distribution centers, which make up 40% of our global footprint! The Caterpillar parts network delivers 98% of the parts orders within 24 hours.

In addition to our facilities listed above, Cat Parts are available through the Cat dealer network in at different price points, including: Cat New, Cat General Duty and Cat Reman. The Cat dealer network also have the capability to provide dealer exchange components, dealer rebuilt components and used parts when available.

Each dealer can match the appropriate parts offering to match the customers application and productivity. For example, Cat dealers offer Cat factory remanufactured parts (Cat reman) to follow the same quality, performance, and reliability as Cat new parts. This product line provides the same as new parts warranty, includes critical engineering changes, reduces waste, and protects the environment and saves critical repair time on machines. Cat reman also uses 100% Cat parts in the remanufacture process.

Our 1.4 million parts are available to order 24/7 on Parts.Cat.Com. *
Bid Number: RFP 011723 Vendor Name: Caterpillar Inc
DocuSign Envelope ID: E74F7137-AC67-4B07-965B-33CD3E77A89B DocuSign Envelope ID: 9AA872AA-9802-4A6D-8065-BECD9EB74C88

32 Describe your ability and willingness to
provide your products and services to
Sourcewell participating entities in Canada.

We are serve all geographic areas and all Canoe member sectors within Canada with our complete product and service offerings. In fact, we see the Canadian market as a significant growth opportunity for Canoe through Sourcewell contract usage. We have gained momentum with our current contract 032119-CAT in Canada.

Caterpillar's global reach and presence is unmatched in the industry, and we serve customers around the globe. Our manufacturing, marketing, logistics, services, research and development and related facilities, along with our dealer locations, total more than 500 locations worldwide. North America specifically is home to 47 factories and 10 parts distribution centers, which make up 40% of our global footprint! The Caterpillar parts network delivers 98% of the parts orders within 24 hours.

In addition to our facilities listed above, Cat Parts are available through the Cat dealer network in at different price points, including: Cat New, Cat General Duty and Cat Reman. The Cat dealer network also have the capability to provide dealer exchange components, dealer rebuilt components and used parts when available.

Each dealer can match the appropriate parts offering to match the customers application and productivity. For example, Cat® dealers offer Cat® factory remanufactured parts (Cat reman) to follow the same quality, performance, and reliability as Cat new parts. This product line provides the same as new parts warranty, includes critical engineering changes, reduces waste, and protects the environment and saves critical repair time on machines. Cat reman also uses 100% Cat parts in the remanufacture process.

Our 1.4 million parts are available to order 24/7 on Parts.Cat.Com. *
33 Identify any geographic areas of the United
States or Canada that you will NOT be
fully serving through the proposed contract.

We are proud to serve all geographic areas of the United States and Canada. *
34 Identify any Sourcewell participating entity
sectors (i.e., government, education, not-forprofit) that you will NOT be fully serving through the proposed contract. Explain in
detail. For example, does your company
have only a regional presence, or do other
cooperative purchasing contracts limit your
ability to promote another contract?
We are proud to serve all Sourcewell Member sectors within the United States and Canada with our complete product and service offering through Sourcewell.

Caterpillar's cooperative purchasing contracts are non-exclusive; i.e. none of them restrict Caterpillar from promoting our Sourcewell contracts. *
35 Define any specific contract requirements
or restrictions that would apply to our
participating entities in Hawaii and Alaska
and in US Territories.

There are no restrictions or limitations for sales to members in Hawaii, Alaska or U.S. Territories. *
Bid Number: RFP 011723 Vendor Name: Caterpillar Inc
DocuSign Envelope ID: E74F7137-AC67-4B07-965B-33CD3E77A89B DocuSign Envelope ID: 9AA872AA-9802-4A6D-8065-BECD9EB74C88

Table 7: Marketing Plan
Line
Item Question Response *
36 Describe your marketing strategy for
promoting this contract opportunity.

Upload representative samples of your
marketing materials (if applicable) in
the document upload section of your
response.

Our current marketing strategy with Sourcewell contract 032119-CAT proves to be effective with year over year sales growth. Our primary strategy to promote this contract with participating entities is through our Cat dealers' sales force. We provide group and individual training to our dealer sales reps, focusing on benefits from selling through cooperative contracts vs bids. We proudly announce the award publicly through our multiple customer facing touchpoints which may include:
1) Press Release
2) Government Solutions Magazine (Caterpillar produced magazine distributed to governmental customers in the US and Canada)
3) Government Training & Safety Days (Government customer training events at Caterpillar facilities)
4) Announcement in our governmental customer e-newsletter 5) Feature on our governmental focused website: www.cat.com/governmental 6) Announcement on our social media channels (FB, Instagram, LinkedIn) 7) Display mentions at all governmental tradeshows we attend. (NACE Annual Conference, APWA Snow Show, Waste EXPO, GFX, NIGP Annual Forum & Products Expo, and APWA PWX & Annual Roadeo)
8) Update literature with the new contact information. (An updated version can be found within our attached marketing plan attachment.)
*
37 Describe your use of technology and
digital data (e.g., social media,
metadata usage) to enhance
marketing effectiveness.

Caterpillar and the Cat dealer network are leaders in using technologies to reach our customers.
- Focus on organic search and Search Engine Optimization (SEO) to help our customers digitally find our products and the information they need. - Leverage Caterpillar's social media platforms (YouTube, Facebook, LinkedIn, Instagram, etc) and ability to target governmental segments.
- Leverage predictive data analytics (past purchase history and financing information) to recognize in advance when customers may be considering replacing machines they currently own.
- Leverage Deltek's GovWIN data in the US and Canada for governmental lead generation.

Caterpillar has a Customer Interaction Center available 24/7 who handles digital leads received from cat.com, social media, etc. Our team qualifies those leads and passes them on to our Cat Dealer network using the Salesforce platform (Customer Relationship Management system). We have processes that allows us to confirm our Cat dealers have reached out to those customers.
*
38 In your view, what is Sourcewell’s role
in promoting contracts arising out of
this RFP? How will you integrate a
Sourcewell-awarded contract into your
sales process?
Sourcewell is a well-respected contracting agency within the public procurement industry. It is important, in the event of an award, that our products and logos be included in Sourcewell marketing and website. We believe that the most important role that Sourcewell can play in marketing our contract and products, is to market themselves and promote contract purchasing across the industry.

In the event of an award, Caterpillar will put high priority in building awareness and enthusiasm within our dealer network and customer base to leverage the Sourcewell contract as our go to market strategy.
*
39 Are your products or services
available through an e-procurement
ordering process? If so, describe your
e-procurement system and how
governmental and educational
customers have used it.

We do offer a e-procurement ordering process for parts via parts.cat.com. We can also integrate into a variety of procurement systems for high volume customers.

Our wide machine portfolio and multiple configurations per machine model allows us to provide the best machine for the customer need. Our Cat dealers are trained to configure our equipment and advise the customer on the best machine and configuration for their application. Therefore, a consultative salesperson is integral in this process, and we do not use an e-procurement machine ordering process.
*
Table 8: Value-Added Attributes
Line
Item Question Response *
Bid Number: RFP 011723 Vendor Name: Caterpillar Inc
DocuSign Envelope ID: E74F7137-AC67-4B07-965B-33CD3E77A89B DocuSign Envelope ID: 9AA872AA-9802-4A6D-8065-BECD9EB74C88

40 Describe any product, equipment,
maintenance, or operator training
programs that you offer to
Sourcewell participating entities.

Include details, such as whether
training is standard or optional,
who provides training, and any
costs that apply.

All dealers offer basic operation, safety, and maintenance training with every sale. Should a customer desire more advanced training, such as productivity improvement or advanced repairs, each of our dealers can supply that training. Often there is a cost associated with that specific training and it would be negotiated between the dealer and the customer.

Caterpillar also offers training programs directly to customers in three areas: operation, safety and service. Members may access courses online, via CD's, or through instructor-led classes leading to operator certifications. The fees for these services vary depending on the depth of training desired. These high-level instruct-led courses can be conducted at one of our dedicated training facilities in the US or on a customer's local site using their own equipment.

Caterpillar also has a licensed supplier that offers Cat Simulators to teach operational techniques from real job sites. For more information visit: https://catsimulators.com/ *
Bid Number: RFP 011723 Vendor Name: Caterpillar Inc
DocuSign Envelope ID: E74F7137-AC67-4B07-965B-33CD3E77A89B DocuSign Envelope ID: 9AA872AA-9802-4A6D-8065-BECD9EB74C88

41 Describe any technological
advances that your proposed
products or services offer.

Cat technology gives you the power to track, monitor, automate and manage all types of assets- from a single machine, engine, to an entire fleet. We even offer technologies that protect your people. Listed below are a few technology offerings (standard and optional) that are used throughout the world in our Cat equipment.

Next Generation Excavators:

Cat Vision Link - Delivering valuable data with connected machine.

Cat Payload - Precisely load targets every time for faster cycle times.

Cat Skid Steer and Compact Track Loaders:

Electronic Torque Management System - Helps maximize performance, minimize fuel consumption.

Sealed and Pressurized Cabs - Provides a cleaner, quieter work environment.

Cat Backhoe Loaders:

Selectable Power Management Modes - Saves fuel while maintaining machine performance.

Load-Sensing Hydraulic System - Provides excellent response for improved hoe and loader productivity and greater bucket breakout force.

Cat Tractors:

Stable Blade - Produces a smoother surface finish.

Autocarry - Automatic raising and lowering of blade to maximize pushing capacity and prevent excessive track slippage.

Cat Wheel Loaders:

Operator Assist - Helps the operator reduce tire slippage, automatic rimpull management and provides up to 10% better cycle time resulting in higher productivity.

Autodig - consistent high bucket fill factors delivers up to 10% more productivity.

Cat Off Highway Trucks:

Adaptive Economy Mode - Automatically optimizes fuel consumption without affecting productivity just pressing a button.

Truck Production Management System (TPMS) - Weighting system with side indicator lights showing the operator when they are on last pass and when the truck is fully loaded.

Cat Articulated Trucks:

Advanced Automatic Traction Control (AATC) - Technology that proactively applies inter- and cross-axle differential locks ‘on-the-go’ when needed without assistance from operator's interaction.

Cat Detect with Stability Assist - Warns the operator if machine is approaching a pre-set angle during operation, when driving and tipping.

Machine/Operator Safety Technology:

Machine Security System - Gives you control over who can operate your machines and when. Prevents theft.

Seat Belt Reminder - Cost effective safety upgrade that significantly improves operator safety.

Cat Detect for Personnel - Alert ground crews in close proximity to mobile equipment. Cat® Detect for Personnel sounds an immediate, unique alert that cuts through the white noise of engines, generators, cell phones and job site chatter to protect ground workers from equipment backing incidents.

Cat Command - Remote control in operations where an operator could be at safety risk.

Whether you're looking to add technology to your current machine, or want new ways to get more value out of the technology on your equipment, we have options for you. *
Bid Number: RFP 011723 Vendor Name: Caterpillar Inc
DocuSign Envelope ID: E74F7137-AC67-4B07-965B-33CD3E77A89B DocuSign Envelope ID: 9AA872AA-9802-4A6D-8065-BECD9EB74C88

42 Describe any “green” initiatives
that relate to your company or to
your products or services, and
include a list of the certifying
agency for each.

Caterpillar shares the concerns of governments and the public about the risks of climate change and supports global efforts to mitigate its impact. We are committed to contributing to a reduced-carbon future.

We demonstrate this in many ways including through our significant progress in reducing greenhouse gas (GHG) emissions from our operations and our continued investment in new products, technologies and services.

Caterpillar is engineering a brighter future through:
- Product innovations
- Advanced technologies leveraging know-how and R&D
- Usage of renewable fuels and fluids
- Solutions to improve jobsite efficiency
- Maintenance solutions
- Manufacturing operations’ carbon efficiency
Caterpillar's long-standing commitment to sustainability inspires us to set and achieve meaningful environmental, social and governance (ESG) goals and develop innovative products, technologies and services to support our customers on their sustainability journey.

Caterpillar is fully committed to our customers’ success by not only the design and manufacture of durable, reliable, innovative and rebuildable construction equipment, but also through our extensive and unmatched dealer network that provides you the best service and support to keep your equipment running, regardless of the environment or challenges.

We consider this as we work toward a vision of a world in which people's basic needs - such as shelter, clean water, education, and reliable energy - are fulfilled. We provide work environments, products, services, and solutions that make productive and efficient use of resources as we strive to achieve our vision. We believe this commitment supports the enduring success of our customers, stockholders, dealers, and our people.

Caterpillar is a proud 20-year member of the Dow Jones Sustainability Indices, including both the World and
North America Indices. The annuals DJSI process follows a best-in-class approach, evaluating numerous corporate economic, environmental, and social performance factors.

For more on sustainability please visit our full report attached in the Financial and Stability attachment section.
*
43 Identify any third-party issued ecolabels, ratings or certifications that your company has received for
the equipment or products
included in your Proposal related
to energy efficiency or
conservation, life-cycle design
(cradle-to-cradle), or other
green/sustainability factors.

Plants certified with IDO 14001:2004 Environmental Management System include:
1) Anchor Coupling - Goldsboro NC, ISO 14001:2004- Sept 2018 2) Anchor Coupling - Menominee - ISO 14001: 2015 - Jan. 2021 3) Gen Sets - Newberry 0 ISO 14001:2004 - Nov. 2017
4) Mapleton - 14001:2004 self-certification issued Jan 2013 5) Reman Services - Corinth MS - ISO 14001-2015- Sept. 2021 6) Reman Services - Franklin - ISO 14001:2004-May 2017
*
Bid Number: RFP 011723 Vendor Name: Caterpillar Inc
DocuSign Envelope ID: E74F7137-AC67-4B07-965B-33CD3E77A89B DocuSign Envelope ID: 9AA872AA-9802-4A6D-8065-BECD9EB74C88

44 Describe any Women or Minority
Business Entity (WMBE), Small
Business Entity (SBE), or veteran
owned business certifications that
your company or hub partners
have obtained. Upload
documentation of certification (as
applicable) in the document
upload section of your response.

Caterpillar has long drawn on the diversity of its people as a source of innovation and competitive advantage. We are proud that our people come from across the globe, with diverse backgrounds, experiences and perspectives. Despite our differences – in geography, culture, language and business – we are one Caterpillar, one company united by these common principles with a shared commitment to the highest standards of conduct.

For example: Foley Equipment, a Cat® dealer, with territory primarily in Kansas and Missouri, is woman owned. In addition to Foley equipment, there are 31 other women in our North American dealer network who hold the titles of President, Vice President or Director.

One of the more recognized initiatives within Caterpillar's Global Supply Network Division is the Caterpillar Inc. Proprietary Information Supplier Diversity Program which spurs economic growth by increasing business opportunities to minority-owned, women-owned, veteran and service disabled veteran-owned, small disadvantaged businesses and those certified in HUBZones, all while ensuring expectations are met with regards to quality, velocity, capacity, and cost. Currently more than 37% of our direct and indirect purchasing is conducted with suppliers in these categories.

Caterpillar is a proud member of the National Minority Supplier Development Council (NMSDC). We also use the System for Aware Management (SAM), SBA, and NMSDC databases to locate SDB, VOSB, SDVOSB and HUBZone suppliers.

Supplier Diversity is discussed with Global Supply Network Division leadership during the Monthly Operating Results Review meetings. This in turn forces accountability for supplier inclusion by measuring drivers, such as the number of sourcing projects, which include Divers Suppliers and the values of the projects in which they participate. The goal is to create greater transparency to determine which teams are creating inclusive environments and which are not.

For more detail, please see our attached 2021 Global Diversity & Inclusion Report in the Additional Documents folder.
*
Bid Number: RFP 011723 Vendor Name: Caterpillar Inc
DocuSign Envelope ID: E74F7137-AC67-4B07-965B-33CD3E77A89B DocuSign Envelope ID: 9AA872AA-9802-4A6D-8065-BECD9EB74C88

45 What unique attributes does your
company, your products, or your
services offer to Sourcewell
participating entities? What makes
your proposed solutions unique in
your industry as it applies to
Sourcewell participating entities?
BEST OVERALL VALUE / LOWEST LIFE CYCLE COST:

Cat products deliver the best value for the money. While we rarely have the lowest initial purchase price, we are happy to demonstrate to customers that our machines offer the lowest overall owning and operating costs when factors such as fuel efficiency, repair frequency, productivity, and resale value are factored in. We believe that government agencies are tasked to be the best stewards of taxpayer funds and our products can prove that they are the best solution. Sourcewell members are in the best position to allow these discussions to take place in contrast to a local bid situation where the focus is often only on initial price.

CAT SAFETY SERVICES / SAFETY FEATURES:

In addition to the tangible, measurable aspects of the life cycle cost equation, we also bring our focus on safety to every product that we manufacture. Quantifying a human life or debilitating injury is impossible, but each machine has industry-leading features that strive to minimize the possibility for accidents.

In addition to built-in safety features, we also offer products and services that are unique in the industry.

Cat Safety Services include, but are not limited to, the following:

Safety Perception Survey - Used to establish a baseline safety-culture assessment by measuring employee perceptions and gaps in beliefs between management and employees on the front line across 20 Safety Culture Indicators.

Safety Leadership Assessment - Used to measure individual safety leadership capability around four domains of safety leadership.

Worksite Assessment - Compares onsite observations of safety practices and employee interview data to the documented processes and procedures.

Continuous Improvement Process - Involving all levels of the organization to generate engagement, involvement, and ownership in the safety improvement process.

Training - can be conducted with e-learning courses on http://safelyhome.cat.com, instructorled training products or as Supplier-facilitated workshops. Topics available include, but are not limited to, safety culture, effective communication, supervisor safety training, recognition, etc.

Fleet Management & Services through Caterpillar Job Site Solutions:

We leverage the power of Caterpillar and our dealers by designing innovative solutions that solve customer problems and that have a positive impact on their bottom line. We approach each site differently, striving to deliver exactly what’s needed — no more, no less.

Every solution includes a unique mix of Caterpillar and dealer capabilities using industry best products, technology, services and expertise necessary to meet the customer’s definition of success. The goal is to leave customers better off tomorrow than they are today.

Details on products and services are available at www.cat.com/safety. More information can be found in the additional document section. Pricing can be found in the pricing document section.
*
Bid Number: RFP 011723 Vendor Name: Caterpillar Inc
DocuSign Envelope ID: E74F7137-AC67-4B07-965B-33CD3E77A89B DocuSign Envelope ID: 9AA872AA-9802-4A6D-8065-BECD9EB74C88

Table 9: Warranty
Describe in detail your manufacturer warranty program, including conditions and requirements to qualify, claims procedure, and overall structure. You may upload representative samples of your warranty materials (if applicable) in the document upload section of your response in addition to responding to the questions below.

Line
Item Question Response *
46 Do your warranties cover all products, parts, and
labor?
Caterpillar has extensive warranty coverage. Please see our warranty statements attached in the warranty information documents. *
47 Do your warranties impose usage restrictions or
other limitations that adversely affect coverage?
Please see applicable warranty statements in the attached documents. * 48 Do your warranties cover the expense of
technicians’ travel time and mileage to perform
warranty repairs?
Caterpillar does not cover travel time and mileage. Dealer territories vary considerably from state to state as do their policies about travel time and mileage during the warranty period.
*
49 Are there any geographic regions of the United
States or Canada (as applicable) for which you
cannot provide a certified technician to perform
warranty repairs?  How will Sourcewell
participating entities in these regions be provided
service for warranty repair?
One of our key differentiating strengths is our ability to service equipment regardless of where it is located. Please see applicable warranty statements in the attached documents. *
50 Will you cover warranty service for items made by
other manufacturers that are part of your proposal,
or are these warranties issues typically passed on
to the original equipment manufacturer?
Warranty service for machines ordered from a Caterpillar facility are generally provided by Caterpillar and performed by Cat dealers. Some items, such as tires, are covered under their manufacturers' warranties. *
51 What are your proposed exchange and return
programs and policies?
Please see applicable warranty statements in the attached documents. * 52 Describe any service contract options for the
items included in your proposal.

We have a large variety of service contract options which can all be customized according to customer needs. Below are just two examples.

More solutions are available and we encourage members and dealers to explore all options.
1) Equipment Protection Plans (EPP): After the initial warranty period ends, members may choose to purchase additional protection plans to reduce their exposure to unplanned costs. These policies are written based on months and hours of operation. There are four standard levels of coverage:
1) Powertrain
2) Powertrain + Hydraulics
3) Powertrain + Hydraulics + Technology
4) Premier
A description of all these options is included in the attached Equipment Protection Plans document. EPP can be purchased at the same time as the machine purchase, or anytime before the standard warranty expires. 2) Customer Value Agreements (CVA's):

A member may choose to enter into an agreement with their Cat dealer to perform routine maintenance and/or repairs. These contracts are customizable based on member needs.

The selling Cat dealer can take responsibility for some or all the required service and maintenance needs to allow the agency to gain efficiency by focusing on the performance demands more than maintenance. CVA's are a useful tool to manage expenses. CVAs can be purchased at the same time as the machine purchase, or anytime after. Cat Financial also offers CVAs, which can be performed by Cat dealers in the United States, and are particularly helpful for customers who move their machine fleet to multiple locations which may have different servicing Cat dealers. *
Bid Number: RFP 011723 Vendor Name: Caterpillar Inc
DocuSign Envelope ID: E74F7137-AC67-4B07-965B-33CD3E77A89B DocuSign Envelope ID: 9AA872AA-9802-4A6D-8065-BECD9EB74C88

Table 10: Payment Terms and Financing Options
Line
Item Question Response *
53 Describe your payment terms and accepted payment
methods.

Cat dealers are independently owned businesses. As such their payment terms and accepted payment methods vary, but all will be stated on individual invoices. The most common terms are net 30. *
54 Describe any leasing or financing options available for use by educational or governmental entities.

We offer both leasing and financing options to governmental members of Sourcewell at rates lower than available to the general public.

Caterpillar has its own financing arm, Cat Financial.

Cat Financial was founded in 1981 and serves Cat customers and dealers. With over 1,900 employees, Cat Financial is active in more than 40 countries covering more than 148,000 customers worldwide.

Cat Financial offers you a complete solution for your acquisition needs:
- Equipment & Attachments
- Parts
- Service
- Rebuilds
Financial products are aligned and customized with the project and work site requirements such as operating lease, loan or finance lease. Find more information from Cat Financial here:
https://www.cat.com/en_US/support/financing-protection.html *
55 Describe any standard transaction documents that you propose to use in connection with an awarded contract
(order forms, terms and conditions, service level
agreements, etc.). Upload a sample of each (as
applicable) in the document upload section of your
response.

Cat dealers are independently owned businesses. As such their standard transaction documents will vary.
*
56 Do you accept the P-card procurement and payment
process? If so, is there any additional cost to Sourcewell participating entities for using this process?
Because Cat dealers will be receiving payments directly from members, accepting P-card procurement will be at their discretion.

Many dealers do accept this method without additional fees. Some have limitations on the amount that can be processed.
*
Bid Number: RFP 011723 Vendor Name: Caterpillar Inc
DocuSign Envelope ID: E74F7137-AC67-4B07-965B-33CD3E77A89B DocuSign Envelope ID: 9AA872AA-9802-4A6D-8065-BECD9EB74C88

Table 11: Pricing and Delivery
Provide detailed pricing information in the questions that follow below. Keep in mind that reasonable price and product adjustments can be made during the term of an awarded Contract as described in the RFP, the template Contract, and the Sourcewell Price and Product Change Request Form.

Line
Item Question Response *
57 Describe your pricing model (e.g., line-item discounts or product-category discounts). Provide detailed pricing data (including standard or list pricing and the Sourcewell
discounted price) on all of the items that you want
Sourcewell to consider as part of your RFP response. If applicable, provide a SKU for each item in your proposal.

Upload your pricing materials (if applicable) in the
document upload section of your response.

We offer a deep list discount off the current Caterpillar machine and work tool list prices to all Sourcewell members. We have provided base machine list pricing in the document pricing section.

Base machines must be properly configured with other mandatory and optional items from the price list before they are considered operational. For the execution of the agreement we will ask our Cat dealer and Sourcewell member to use the Caterpillar price list that is current at the time of the quote. Dealers, in consultation with the member, will configure the machine to the desired specifications and apply the stated list discount to that configured list price amount. Dealer and members should remember to factor in any expected price increases if a machine will be built to order. The pricing document, in the applicable pricing document attachment section, shows the list discount offered for each new machine.

Additionally, we are pleased to offer a list discount of 15% off all products and consulting services under Cat Safety Services. *
58 Quantify the pricing discount represented by the pricing proposal in this response. For example, if the pricing in your response represents a percentage discount from
MSRP or list, state the percentage or percentage range.

Pricing in this proposal is a percentage discount from list on current machine and work tools list prices. Our discount range varies between 3 - 34% off of the list price depending on the product family or model.
*
59 Describe any quantity or volume discounts or rebate
programs that you offer.

Our dealers are empowered to consider purchase order volume, repeat purchases, etc. They may offer members additional discounts and /or services at their discretion.
*
60 Propose a method of facilitating “sourced” products or related services, which may be referred to as “open
market” items or “nonstandard options”. For example, you may supply such items “at cost” or “at cost plus a
percentage,” or you may supply a quote for each such
request.

Sourced goods / Open Market Items are available to members from Cat dealers. The prices for these good or services will represent fair marketing value and will be determined between the member and the selling dealer. We encourage our dealers and members to use these options as it facilitates complimentary products and streamlines the procurement process. Customers and dealers are responsible for including their Sourcewell member numbers on all documentation related to these
purchases. Caterpillar Inc. is not a party to these sales and is exempted from including them in quarterly reports.

For audits, inclusion of a customer's Sourcewell member number on the PO and /or invoice shall be deemed sufficient.
*
61 Identify any element of the total cost of acquisition that is NOT included in the pricing submitted with your response.

This includes all additional charges associated with a
purchase that are not directly identified as freight or shipping charges. For example, list costs for items like predelivery inspection, installation, set up, mandatory training, or initial inspection. Identify any parties that impose such costs and their relationship to the Proposer.

Machines are unique in their requirements for preparation prior to use. Some may require local final assembly due to their large size others may have locally installed options (fire suppression, beacons, auto lube systems for example). When a dealer issues a quote for a machine, any dealer costs (like pre-delivery inspection, installation, set up, training, etc.) will be itemized separately and are not subject to the Caterpillar list discount for Sourcewell members. *
62 If freight, delivery, or shipping is an additional cost to the Sourcewell participating entity, describe in detail the complete freight, shipping, and delivery program.

There is no additional cost to members who choose to pick up their machines from the Cat dealer. Dealers may charge fees for delivery to the Sourcewell member's location.
*
63 Specifically describe freight, shipping, and delivery terms or programs available for Alaska, Hawaii, Canada, or any
offshore delivery.

Just as for members in the 48 contiguous states, there is no additional cost to members who choose to pick up their machine from their Cat dealer. Dealers may charge fees for delivery to the Sourcewell members' location.
*
64 Describe any unique distribution and/or delivery methods or options offered in your proposal.

Machines are large purchases and if there are unique Sourcewell member requirements our dealers will be happy to discuss on a case by case basis.
*
Bid Number: RFP 011723 Vendor Name: Caterpillar Inc
DocuSign Envelope ID: E74F7137-AC67-4B07-965B-33CD3E77A89B DocuSign Envelope ID: 9AA872AA-9802-4A6D-8065-BECD9EB74C88

Table 12: Pricing Offered
Line
Item The Pricing Offered in this Proposal is: * Comments 65 b. the same as the Proposer typically offers to GPOs, cooperative procurement organizations, or state purchasing departments.

Caterpillar wants to provide
the governmental customer
the best list discount possible
to allow them to be good
stewards of tax-payers funds.

We want our governmental
customers to have the ability
to choose which cooperative
contract better fits their needs.

Table 13: Audit and Administrative Fee
Line
Item Question Response *
66 Specifically describe any self-audit process or program that you plan to employ to verify compliance with your proposed Contract with Sourcewell. This process includes ensuring that Sourcewell participating entities obtain the proper pricing, that the Vendor reports all sales under the Contract each quarter, and that the Vendor remits the proper administrative fee to Sourcewell. Provide sufficient detail to support your ability to report quarterly sales to Sourcewell as described in the Contract template.

We plan to continue our very robust process to ensure
reporting speed, accuracy, and contract compliance.

Caterpillar and our Cat dealers have very close and trusting relationships. Our dealers are long-established, and the current process (under contract #032119-CAT) is working well. 1) To ensure pricing accuracy, we maintain our current
Sourcewell customer discount sheet on our dealer facing pricing pages. Dealers integrate these numbers automatically in their quoting software.
2) To ensure new machines and work tool sales are
recorded properly, we use our post-sale credit system. In a nutshell, this means that we
corporately support the pricing offered in this contract at a level below what's available to other customers. To receive this additional monetary support after the machine is
delivered, dealers must supply the member's name, address, and member number. There is no additional burden or cost to our dealers to use the Sourcewell contract and this is part of the reason for their high engagement and our high reporting accuracy.
3) At month end, we gather the new machine and work tool sales data attributed to Sourcewell and aggregate it for our reporting.
4) After quarter end, we will send the quarterly sales report and administration fee payment to Sourcewell for all items that are subject to the administrative fee.
*
67 If you are awarded a contract, provide a few examples of internal metrics that will be tracked to measure whether you are having success with the contract.

We regularly track the % of sales that are sold using a cooperative contract. We will continue this practice if we are awarded a contract for RFP 011723.
*
68 Identify a proposed administrative fee that you will pay to Sourcewell for facilitating, managing, and promoting the Sourcewell Contract in the event that you are awarded a Contract.  This fee is typically calculated as a percentage of Vendor’s sales under the Contract or as a per-unit fee; it is not a line-item addition to the Member’s cost of goods. (See the RFP and template Contract for additional details.)
Per amendment #1 to Contract #032119-CAT, we will be
pleased to offer an administrative fee of 0.33% of
Caterpillar's list price for each piece of new equipment and serialized work
tools purchased by Sourcewell's Participating Entities.

Caterpillar will pay this fee and will not ask dealers or members to pay the fee.
*
Bid Number: RFP 011723 Vendor Name: Caterpillar Inc
DocuSign Envelope ID: E74F7137-AC67-4B07-965B-33CD3E77A89B DocuSign Envelope ID: 9AA872AA-9802-4A6D-8065-BECD9EB74C88

Table 14A: Depth and Breadth of Offered Equipment Products and Services Line
Item Question Response *
69 Provide a detailed description of the
equipment, products, and services that you
are offering in your proposal.

The Cat equipment product line, consisting of more than 300 machines, sets the standard for our industry. We plan to help you meet your needs with our equipment, with our distribution and product support system, and the continual introduction and updating of products.

Caterpillar is pleased to offer a wide variety of products for Sourcewell members.

Excluding paving products, equipment and services awarded on 060122-CAT these include:
- Cat Backhoe Loaders (9 models offered)
- Cat Compact Track Loader/Skid Steer Loader (14 models offered) - Cat Track/Wheel Hydraulic Excavators (41 models offered) - Cat Motor Graders (7 models offered)
- Cat Telehandlers (8 models offered)
- Cat Track Loaders (3 models offered)
- Cat Track/Wheel Dozers (15 models offered)
- Cat Wheel Loaders (19 models offered)
- Cat Wheel Tractor Scrapers (7 models offered)
- Cat Articulated Trucks (5 models offered)
- Cat Rigid Frame Trucks (2 models offered)
- Cat Material Handlers (3 models offered)
- Cat Landfill Compactors (3 models offered)
- Product offerings by model and discount can be found in the pricing attachment within the applicable proposal pricing section.

Services and support include:
- Cat Attachments (Worktools)
- Cat Technology
- Cat Safety Services
- Cat Job Site Solutions
- Product offerings by model and discount can be found in the pricing attachment within the applicable proposal pricing section.
- Services and support brochures can be found in the additional documents section by name of offering.

For more detailed information on each of these products/offerings see the following website: https://www.cat.com/en_US.html
*
70 Within this RFP category there may be
subcategories of solutions. List subcategory
titles that best describe your products and
services.

N/A
*
Bid Number: RFP 011723 Vendor Name: Caterpillar Inc
DocuSign Envelope ID: E74F7137-AC67-4B07-965B-33CD3E77A89B DocuSign Envelope ID: 9AA872AA-9802-4A6D-8065-BECD9EB74C88

Bid Number: RFP 011723 Vendor Name: Caterpillar Inc
Table 148: Depth and 8readth of Offered Equipment Products and Services Indicate below if the listed types or classes of equipment, products, and services are offered within your proposal. Provide additional comments in the text box provided, as necessary.

Line Item Categor\ or T\pe Offered Comments
71 Wheeled, tracked, and backhoe loaders Yes
No
Manufactured by Caterpillar. Offerings
listed in applicable pricing attachment
section.
7 Motor Graders Yes
No
Manufactured by Caterpillar. Offerings
listed in applicable pricing attachment
section.
73 Wheeled and tracked excavators Yes
No
Manufactured by Caterpillar. Offerings
listed in applicable pricing attachment
section.
74 Bulldozers, compactors, scapers, articulated and
rigid haulers
Yes
No
Manufactured by Caterpillar. Offerings
listed in applicable pricing attachment
section.
75 Cranes Yes
No
NIA
76 Accessories or attachments for the offering in #71-
75 above
Yes
No
Manufactured by Caterpillar. Offerings
listed in applicable pricing attachment
section.
77 Technology or services for the offering in #71-75
above
Yes
No
Manufactured or offered by Caterpillar.

Offerings listed in applicable pricing
attachment section.

Table 14C: Required Offering of Equipment
Indicate below if the proposer's proposal includes at least one (1) of the following listed types or classes of equipment. Provide additional comments in the text box provided, as necessary.

Line Item Categor\ or T\pe Offered Comments
78 Wheel loader with published net horsepower (HP)
of at least 300 HP
Yes
No
Manufactured by Caterpillar. Offerings
listed in applicable pricing attachment
section.
79 Wheeled or tracked excavator with a published net
horsepower (HP) of at least 150 HP
Yes
No
Manufactured by Caterpillar. Offerings
listed in applicable pricing attachment
section.
80 Motor Grader with a published maximum operating
weight of at least 30,000 lbs.

Yes
No
Manufactured by Caterpillar. Offerings
listed in applicable pricing attachment
section.
81 Rough terrain, all terrain, crawler, floating, lattice, or telescopic crane with a published maximum lifting
capacity of at least 300 tons and a published
maximum boom length of at least 150 feet
Yes
No
NIA
Exceptions to Terms, Conditions, or Specifications Form Only those Proposer Exceptions to Terms, Conditions, or Specifications that have been accepted by Sourcewell have been incorporated into the contract text.

DocuSign Envelope ID: E74F7137-AC67-4B07-965B-33CD3E77A89B DocuSign Envelope ID: 9AA872AA-9802-4A6D-8065-BECD9EB74C88

Bid Number: RFP 011723 Vendor Name: Caterpillar Inc
Documents
Ensure your submission document(s) conforms to the following:

1. Documents in PDF format are preferred. Documents in Word, Excel, or compatible formats may also be provided.

2. Documents should NOT have a security password, as Sourcewell may not be able to open the file. It is your sole responsibility to ensure that the uploaded document(s) are not either defective, corrupted or blank and that the documents can be opened and viewed by Sourcewell.

3. Sourcewell may reject any response where any document(s) cannot be opened and viewed by Sourcewell.

4. If you need to upload more than one (1) document for a single item, you should combine the documents into one zipped file. If the zipped file contains more than one (1) document, ensure each document is named, in relation to the submission format item responding to. For example, if responding to the Marketing Plan category save the document as "Marketing Plan." Pricing - Machine Pricing.zip - Tuesday January 17, 2023 15:29:45 Financial Strength and Stability - Fin Strength and Stability.zip - Tuesday January 17, 2023 10:31:16 Marketing PlanISamples - Marketing Plan.pdf - Tuesday January 17, 2023 14:53:49 WMBEIMBEISBE or Related Certificates (optional)
Warranty Information - Warranty Combined.pdf - Monday January 16, 2023 10:36:31 Standard Transaction Document Samples (optional)
Upload Additional Document - Additional Documents.zip - Tuesday January 17, 2023 16:05:29 DocuSign Envelope ID: E74F7137-AC67-4B07-965B-33CD3E77A89B DocuSign Envelope ID: 9AA872AA-9802-4A6D-8065-BECD9EB74C88

Addenda, Terms and Conditions

PROPOSER AFFIDAVIT AND ASSURANCE OF COMPLIANCE
I certify that I am the authorized representative of the Proposer submitting the foregoing Proposal with the legal authority to bind the Proposer to this Affidavit and Assurance of Compliance:

1. The Proposer is submitting this Proposal under its full and complete legal name, and the Proposer legally exists in good standing in the jurisdiction of its residence.

2. The Proposer warrants that the information provided in this Proposal is true, correct, and reliable for purposes of evaluation for contract award.

3. The Proposer, including any person assisting with the creation of this Proposal, has arrived at this Proposal independently and the Proposal has been created without colluding with any other person, company, or parties that have or will submit a proposal under this solicitation; and the Proposal has in all respects been created fairly without any fraud or dishonesty. The Proposer has not directly or indirectly entered into any agreement or arrangement with any person or business in an effort to influence any part of this solicitation or operations of a resulting contract; and the Proposer has not taken any action in restraint of free trade or competitiveness in connection with this solicitation. Additionally, if Proposer has worked with a consultant on the Proposal, the consultant (an individual or a company) has not assisted any other entity that has submitted or will submit a proposal for this solicitation.

4. To the best of its knowledge and belief, and except as otherwise disclosed in the Proposal, there are no relevant facts or circumstances which could give rise to an organizational conflict of interest. An organizational conflict of interest exists when a vendor has an unfair competitive advantage or the vendor’s objectivity in performing the contract is, or might be, impaired.

5. The contents of the Proposal have not been communicated by the Proposer or its employees or agents to any person not an employee or legally authorized agent of the Proposer and will not be communicated to any such persons prior to Due Date of this solicitation.

6. If awarded a contract, the Proposer will provide to Sourcewell Participating Entities the equipment, products, and services in accordance with the terms, conditions, and scope of a resulting contract.

7. The Proposer possesses, or will possess before delivering any equipment, products, or services, all applicable licenses or certifications necessary to deliver such equipment, products, or services under any resulting contract.

8. The Proposer agrees to deliver equipment, products, and services through valid contracts, purchase orders, or means that are acceptable to Sourcewell Members. Unless otherwise agreed to, the Proposer must provide only new and first-quality products and related services to Sourcewell Members under an awarded Contract.

9. The Proposer will comply with all applicable provisions of federal, state, and local laws, regulations, rules, and orders.

10. The Proposer understands that Sourcewell will reject RFP proposals that are marked "confidential" (or "nonpublic," etc.), either substantially or in their entirety. Under Minnesota Statutes Section 13.591, subdivision 4, all proposals are considered nonpublic data until the evaluation is complete and a Contract is awarded. At that point, proposals become public data. Minnesota Statutes Section 13.37 permits only certain narrowly defined data to be considered a "trade secret," and thus nonpublic data under Minnesota's Data Practices Act.

11. Proposer its employees, agents, and subcontractors are not:

1. Included on the “Specially Designated Nationals and Blocked Persons” list maintained by the Office of Foreign Assets Control of the United States Department of the Treasury found at: https://www.treasury.gov/ofac/downloads/sdnlist.pdf;

2. Included on the government-wide exclusions lists in the United States System for Award Management found at:
https://sam.gov/SAM/; or

3. Presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from programs operated Bid Number: RFP 011723 Vendor Name: Caterpillar Inc
DocuSign Envelope ID: E74F7137-AC67-4B07-965B-33CD3E77A89B DocuSign Envelope ID: 9AA872AA-9802-4A6D-8065-BECD9EB74C88

by the State of Minnesota; the United States federal government or the Canadian government, as applicable; or any Participating Entity. Vendor certifies and warrants that neither it nor its principals have been convicted of a criminal offense related to the subject matter of this solicitation.

By checking this box I acknowledge that I am bound by the terms of the Proposer’s Affidavit, have the legal authority to submit this Proposal on behalf of the Proposer, and that this electronic acknowledgment has the same legal effect, validity, and enforceability as if I had hand signed the Proposal. This signature will not be denied such legal effect, validity, or enforceability solely because an electronic signature or electronic record was used in its formation. - Sean Egel, Sales Support Consultant, Caterpillar Inc.

The Proposer declares that there is an actual or potential Conflict of Interest relating to the preparation of its submission, and/or the Proposer foresees an actual or potential Conflict of Interest in performing the contractual obligations contemplated in the bid.

Yes No
The Bidder acknowledges and agrees that the addendum/addenda below form part of the Bid Document.

Check the box in the column "I have reviewed this addendum" below to acknowledge each of the addenda.

File Name
I have reviewed the
below addendum and
attachments (if
applicable)
Pages
Addendum_5_Heavy_Construction_Equipment_RFP_011723
Tue January 10 2023 08:47 AM
1 Addendum_4_Heavy_Construction_Equipment_RFP_011723
Fri January 6 2023 09:51 AM
2 Addendum_3_Heavy_Construction_Equipment_RFP_011723
Thu December 29 2022 12:33 PM
2 Addendum_2_Heavy_Construction_Equipment_RFP_011723
Wed December 21 2022 01:49 PM
1 Addendum_1_Heavy_Construction_Equipment_RFP 011723
Thu December 15 2022 09:27 AM
1 Bid Number: RFP 011723 Vendor Name: Caterpillar Inc
DocuSign Envelope ID: E74F7137-AC67-4B07-965B-33CD3E77A89B DocuSign Envelope ID: 9AA872AA-9802-4A6D-8065-BECD9EB74C88

TM-20-01077

SOURCEWELL TRADEMARK LICENSE ADDENDUM
This Addendum is by and between SOURCEWELL, 202 – 12th Street NE, PO Box 219, Staples, Minnesota 56479 (“Sourcewell”) and Caterpillar Inc., having its principal place of business at 5212 N. O’Connor Blvd., Suite 1100, Irving, TX 75039, and offices at 100 NE Adams Street, Peoria, Illinois, 61629 (“Caterpillar” or “Vendor”). Sourcewell and Caterpillar may be referred to in this Agreement as a “Party” and collectively as the “Parties.”
The Parties maintain a contractual relationship for Vendor to provide equipment, products, or services to Sourcewell’s cooperative purchasing contracts as follows:

Sourcewell Contract 011723 – CAT (Solicitation Number: 011723) Sourcewell and Vendor each own all right, title, and interest in their respective names, trademarks, service marks, related logos, and all other rights in the names, designs, likenesses and visual representations thereof (“Licensed Trademarks”), and desire to grant each other a royalty-free license to use certain Licensed Trademarks owned by the other Party under the terms and conditions set forth herein.

ARTICLE I: GRANT OF LICENSE
A. GRANT OF LICENSE. During the term of the Contract:

1. Sourcewell grants to Vendor a royalty-free, worldwide, non-exclusive right and license to use Sourcewell’s Licensed Trademarks provided to Vendor by Sourcewell in advertising and promotional materials for the purpose of marketing Sourcewell’s relationship with Vendor.

2. Vendor grants to Sourcewell a royalty-free, worldwide (except for those jurisdictions that are prohibited by applicable Anti-Corruption and International Trade Laws), non-exclusive right and license to use Vendor’s Licensed Trademarks provided to Sourcewell by Vendor in advertising and promotional materials for the purpose of marketing Vendor’s relationship with Sourcewell. “Anti-Corruption and International Trade Laws” means all statutes, regulations, rules, executive orders, supervisory requirements, directives, ordinances, circulars, opinions, interpretive letters, and official releases of or by any government, or any authority, department or agency thereof or selfregulatory organization related to bribery, fraud, corruption, or international trade.

3. The Parties agree that each is the owner of all rights, including without limitation common law rights and goodwill, in relation to their respective Licensed Trademarks, and that any goodwill derived from the use of Licensed Trademarks by the other Party shall inure to the owner of the respective Licensed Trademarks.

B. LIMITED RIGHT OF SUBLICENSE. The rights and licenses granted herein includes a limited right of each Party to grant sublicenses to its and their respective distributors, marketing representatives, and agents (collectively “Permitted Sublicensees”) in advertising and promotional materials for the purpose of marketing the Contract. Any sublicense granted will be subject to the terms and conditions of this Addendum. Each Party will be responsible for any breach of this Article by any of their respective sublicensees.

DocuSign Envelope ID: E74F7137-AC67-4B07-965B-33CD3E77A89B DocuSign Envelope ID: 9AA872AA-9802-4A6D-8065-BECD9EB74C88

TM-20-01077
C. USE; QUALITY CONTROL.

1. Neither Party may alter the other Party’s Licensed Trademarks from the form provided by the other Party and must comply with the other Party’s removal requests as to specific uses of its Licensed Trademarks.

2. Each Party agrees to use, and to cause its Permitted Sublicensees to use, the other Party’s Licensed Trademarks only in good faith and in a dignified manner consistent with such Party’s use of the Licensed Trademarks. Upon written notice to the breaching Party, the breaching Party or their Permitted Sublicensees have thirty (30) days of the date of the written notice to cure the breach or the license will be terminated.

3. Beyond what is permitted in this Addendum, neither Party will:
a. attempt to register, or register any trademark, service mark, symbol, logo, get-up or device which is confusingly similar to any of the other Party’s Licensed Trademarks in any jurisdiction;
b. represent that it has any rights of any nature in the Licensed Trademarks other than those enjoyed under the terms of this Agreement;
c. use the other Party’s trademarks, service marks or copyrights, translations thereof or marks similar thereto, as part of its corporate name, trade name or a d/b/a name, favicons, social media names/handles, email addresses, email extensions, or domain names without prior written approval from the other Party; or d. use the other Party’s trade names, trademarks, or service marks on any collateral business materials (e.g., business cards, letterhead, invoices, pens, notepads, fax cover sheets, etc.), unless otherwise approved in writing by the other Party.

ARTICLE II: TERM, TERMINATION, AND MISCELLANEOUS.

A. EFFECTIVE DATE. This Addendum is effective upon the date of the final signature below.

B. TERMINATION. Unless earlier terminated in accordance with this Article, this Addendum expires immediately upon the expiration or termination of the Contract.

1. Termination for Convenience. This Addendum may be terminated by either Party at any time upon ninety (90) days’ prior written notice to the other Party.

2. Termination for Breach. This Addendum may be terminated by either Party upon a breach of the terms of this Addendum by the other Party, upon written notice of breach to the breaching Party, and only if such breach is not cured within thirty (30) days of the date of the written notice.

3. Effect of Termination. Upon the termination of this Addendum for any reason, each Party will have thirty (30) days to, and require its Permitted Sublicensees to, remove all Licensed Trademarks from signage, websites, and the like bearing the other Party’s name or logo DocuSign Envelope ID: E74F7137-AC67-4B07-965B-33CD3E77A89B DocuSign Envelope ID: 9AA872AA-9802-4A6D-8065-BECD9EB74C88

TM-20-01077
(excepting Sourcewell’s pre-printed catalog of vendors which may be used until the next printing). Vendor must return all marketing and promotional materials, including signage, provided by Sourcewell, or dispose of it according to Sourcewell’s written directions.

4. Miscellaneous. The terms and conditions of this Addendum shall have no effect on the terms and conditions of any other trademark licenses signed by the Parties.

All other terms of the Contract remain in full force and effect, unless otherwise terminated.

SOURCEWELL
By: _________________
Name:

Title:

Date:

Caterpillar Inc.

By: _________________
Name:

Title:

Date:

DocuSign Envelope ID: E74F7137-AC67-4B07-965B-33CD3E77A89B DocuSign Envelope ID: 9AA872AA-9802-4A6D-8065-BECD9EB74C88 5/24/2023 | 2:45 PM CDT
Director of Operations and Procurement/CPO
Jeremy Schwartz Patrick Kearns
5/24/2023 | 12:48 PM PDT
Vice President Sales & Marketing - North America

RESOLUTION 2025-56

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
CALIMESA, CALIFORNIA, AMENDING THE FY 2025-26
BUDGET TO INCLUDE AN ADJUSTMENT OF $13,421.05
INTO VEHICLE FUND 75.

WHEREAS, Caterpillar financing option with 0% interest for 60 months; and WHEREAS, The new equipment will reduce maintenance expenses associated with aging machinery; and
WHEREAS, The new equipment will comply with current state emission standards, allowing for greater operational use and reducing regulatory limitations; and WHEREAS, The city staff will experience improved productivity and enhanced safety with the acquisition of new equipment; and
WHEREAS, The city will trade in the 1986 case 580 super k for an estimated value of $7,500 toward our purchase.

NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF CALIMESA HEREBY FINDS, DETERMINES, RESOLVES AND ORDERS AS FOLLOWS:

The Fiscal Year 2025-26 General Fund Budget is hereby amended as follows:
• The Vehicle Fund has sufficient funds available for the acquisition of the Backhoe. A budget amendment of $13,421 is requested for monthly payments of $2,684 from February 2026 through June 2026. Monthly payments are required for a 60 month term, with an annual cost of $32,208.

Future budget reporting will include the annual debt service payments anticipated through March 2031.

PASSED, APPROVED, and ADOPTED this 1
st day of December 2025.
_____________________________________

LINDA MOLINA, MAYOR
ATTEST:
_________________________________

DARLENE GERDES, CITY CLERK
Attachment 6C

City Council Meeting
Agenda Report
Agenda Item No. 7
SUBJECT: ADOPTION OF RESOLUTION AUTHORIZING THE MAYOR TO

EXECUTE THE SUPPLEMENTAL AGREEMENT WITH

RIVERSIDE COUNTY DEPARTMENT OF HOUSING AND

WORKFORCE SOLUTIONS (HWS) FOR COMMUNITY
DEVELOPMENT BLOCK GRANT (CDBG) PROJECT NO. 5.CM.06-
25, CALIMESA LIBRARY ADA IMPROVEMENT PROJECT
(PROJECT NO. 2024-06)
MEETING DATE: December 01, 2025
PREPARED BY: Mari Shakir, Public Works Director
RECOMMENDATION: That the City Council adopt Resolution No. 2025-57 authorizing the Mayor to execute the Supplemental Agreement with Riverside County Department of Housing and Workforce Solutions (HWS) for CDBG Project No. 5.CM.06-25, Calimesa Library ADA Improvement Project (Project No. 2024-06).

BACKGROUND: On December 2, 2024, the City Council approved the submittal of a Community Development Block Grant (CDBG) application and the overall project concept for the Calimesa Library ADA Improvement Project. On October 6, 2025, the City Council approved the Supplemental Agreement with the Riverside County Department of Housing and Workforce Solutions (HWS) for Project No. 5.CM.06-25 in the amount of $26,644.

After receiving the executed document, HWS informed the City that formal Council authorization is required designating the Mayor to sign the Supplemental Agreement. Although the agreement itself was approved by Council, HWS requires an authorizing resolution for acceptance.

DISCUSSION: This item is strictly administrative. No funding, project scope, or contractual terms are being reconsidered. Adoption of Resolution No. 2025-57 will satisfy the County’s execution requirement, allowing the Mayor to sign and allowing the City to finalize the CDBG documentation.

FISCAL IMPACT: There is no fiscal impact associated with adoption of the resolution. All funding allocations and expenditures remain as previously approved.

ATTACHMENTS:

Attachment A: HWS Supplemental Agreement
Attachment B: Resolution No. 2025-57

RESOLUTION 2025-57

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF

CALIMESA AUTHORIZING THE MAYOR TO EXECUTE THE

SUPPLEMENTAL AGREEMENT WITH RIVERSIDE COUNTY

DEPARTMENT OF HOUSING AND WORKFORCE SOLUTIONS
(HWS) FOR COMMUNITY DEVELOPMENT BLOCK GRANT
(CDBG) PROJECT NO. 5.CM.06-25, CALIMESA LIBRARY ADA
IMPROVEMENT PROJECT (PROJECT NO. 2024-06)
WHEREAS, On October 6, 2025, the City Council approved the Supplemental Agreement with the Riverside County Department of Housing and Workforce Solutions (HWS) for Community Development Block Grant (CDBG) Project No. 5.CM.06-25 in the amount of $26,644; and
WHEREAS, HWS subsequently notified the City that a formal authorization is required for the Mayor to execute the Supplemental Agreement on behalf of the City; and WHEREAS, The City Council desires to provide such authorization to enable the execution and implementation of the previously approved CDBG Supplemental Agreement.

NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF CALIMESA HEREBY FINDS, DETERMINES, RESOLVES AND ORDERS AS FOLLOWS:
1) The City Council hereby authorizes the Mayor to execute the Supplemental Agreement with Riverside County Department of Housing and Workforce Solutions (HWS) for CDBG Project No. 5.CM.06-25, Calimesa Library ADA Improvement Project.
2) The City Council further authorizes the Mayor, City Manager, and Public Works Director to take any administrative actions necessary to implement the agreement consistent with prior Council approval.

PASSED, APPROVED, and ADOPTED this 1
st day of December 2025.
_____________________________________

LINDA MOLINA, MAYOR
ATTEST:
_________________________________

DARLENE GERDES, CITY CLERK
Attachment 7A

City Council Meeting
Agenda Report
Agenda Item No. 8
SUBJECT: FIRST AMENDMENT TO THE PROFESSIONAL SERVICES
AGREEMENT WITH MARK THOMAS & COMPANY, INC. FOR GRANT

WRITING AND APPLICATION SUPPORT FOR THE CHERRY VALLEY

BOULEVARD INTERCHANGE PROJECT
MEETING DATE: December 1, 2025
PRESENTED BY: Will Kolbow, City Manager
RECOMMENDATION: That the City Council:

1. Approve the First Amendment to the Professional Services Agreement with Mark Thomas & Company, Inc., increasing the not-to-exceed amount from $10,000 to $98,520 and replacing the initial limited scope with a comprehensive grant-writing scope; and authorize the City Manager to execute the First Amendment and any related documents.

2. Adopt Resolution 2025-58, A Resolution Of The City Council Of The City Of Calimesa, California, Amending The Fy 2025-26 Budget To Include An Adjustment In The City Manager Professional Services Account In The General Fund
BACKGROUND: On September 7, 2025, the City executed a Professional Services Agreement with Mark Thomas for limited support related to the Caltrans Trade Corridor Enhancement Program (TCEP) Joint Nomination for the Cherry Valley Boulevard Interchange. Due to tight state deadlines, staff executed a $10,000 limited-scope agreement to allow the consultant to begin preparing required joint nomination materials prior to full Council consideration, as the deadline was approaching to submit the initial materials prior to the next City Council meeting.

This initial authorization was always anticipated to be temporary and did not include preparation of the full grant applications needed to secure federal and state construction funding for the interchange.

DISCUSSION: The Cherry Valley Boulevard Interchange is approaching shovel-ready status, and the City must pursue competitive grant funding to close a construction funding gap of approximately $70 million. Mark Thomas has submitted a proposal to prepare three major grant applications:
• INFRA (Federal)
• BUILD (Federal)
• TCEP (State)
These programs require highly technical submissions, including extensive narrative components, project justification, economic analysis, performance metrics, and detailed Benefit Cost Analysis (BCA). The expanded scope is necessary to position the interchange project competitively for state and federal funding.

Scope of Services Included in the First Amendment
The First Amendment replaces Exhibits A and B of the original agreement and incorporates the full grant-preparation scope. Key tasks include:

Federal Grant Applications (INFRA and BUILD):
• Preparation of full narrative applications, including project description, budget, outcome/merit criteria, project readiness, and statutory requirements. • Completion of federal forms (SF-424, SF-424C, budget spreadsheets, location and demographic data).
• Preparation of all maps and GIS files, including project location, land use, and equity areas.
• Drafting templates for letters of support and compiling stakeholder support packages. • Coordination and uploading of applications through grants.gov.

State Grant Application (TCEP):
• Completion of all three Caltrans joint nomination stages:
o Round 1 Intent to Nominate
o Round 2 CAPTI Alignment Data and Quantitative Data
o Round 3 Program Fit Intake Form
• Preparation of the full TCEP application narrative and supporting deliverables. • Submission packaging through CTC channels.

Benefit Cost Analysis (BCA) and Performance Measures:
• Full BCA prepared consistent with USDOT 2025 guidance. • Traffic performance metrics (VMT, VHT, delay) prepared by Fehr & Peers as a subconsultant.
• Draft and final BCA memorandum documenting methodology, benefits, costs, and assumptions.

Project Schedule
The consultant’s schedule extends across FY 2025–26 and FY 2026–27, reflecting anticipated federal and state grant timelines.

Contract Amount and Rate Schedule
The First Amendment increases the contract’s not-to-exceed amount from $10,000 to $98,520. The additional $88,520 reflects the full grant-writing scope, which was not included in the initial expedited agreement. All work will be billed using the consultant’s standard 2025–2026 Rate Schedule, included as Exhibit B.

FINANCIAL IMPACT: Approval of the First Amendment establishes a revised contract not-toexceed amount of $98,520. With the Resolution to adjust appropriations, sufficient budget will be available in the City Manager Professional Services Account in the General Fund.

ATTACHMENTS:

Attachment A: First Amendment to Professional Services Agreement with Mark Thomas & Company. Inc.

Attachment B: Resolution 2025-58

1 FIRST AMENDMENT TO AGREEMENT FOR

PROFESSIONAL SERVICES BETWEEN THE CITY OF
CALIMESA AND MARK THOMAS & COMPANY, INC.
(“CONSULTANT”)
This First Amendment (herein “First Amendment”), dated this 1 st day of December 2025
(“Amendment Date”), amends that certain Agreement (herein “Initial Agreement”) that was made and entered into on September 7, 2025, by and between the City of Calimesa, a California municipal corporation (“City”) and, Mark Thomas & Company, Inc., a California corporation (“Consultant”). City and Consultant may be referred to herein each individually as a “Party” and collectively to as the “Parties.”

R E C I T A L S
WHEREAS, City has determined that it requires a consultant and independent contractor to provide certain consulting services in connection with the I-10/Cherry Valley Boulevard Interchange for City; and
WHEREAS, Consultant represents that Consultant has the necessary education, experience, skills, and expertise to provide the type of services needed by City to provide consulting services; and
WHEREAS, on September 7, 2025, the Parties entered into the Initial Agreement for Consultant to provide consulting services to the City with an agreed upon cap in payment of $10,000.00 to Consultant for all services provided; and WHEREAS, Consultant has performed the services under the Initial Agreement in a satisfactory manner; and
WHEREAS, the Parties now desire to amend the Agreement to expand the Scope of Services and set compensation for the additional work thereto; NOW, THEREFORE, the Parties agree as follows:

Section 1. Section 5 (Payment) of the Initial Agreement is hereby amended in its entirety to read as follows:
“CLIENT agrees to pay CONSULTANT a maximum fee not to exceed $98,520.00 on a time and material basis in accordance with the attached Exhibit B – Rate Schedule, which is attached hereto and made a part hereof. CLIENT shall make payment for Services rendered upon submittal of a monthly time and material invoice.

CONSULTANT shall not be compensated for any work performed unless it is specified in Exhibit A or CLIENT authorizes such work in advance and in Attachment 8A

2 writing. Any work so authorized by CLIENT shall become part of the Services for purposes of this Agreement; provided that under no circumstances shall CONSULTANT be compensated for any work in excess of the not-to-exceed amount above unless such work has been expressly approved by the City Council of the City of Calimesa.”
Section 2. Exhibits A and B as referenced in the Initial Agreement are hereby amended and replaced in their entirety by Exhibits A and B of this First Amendment, respectively.

Section 3. Except as otherwise amended in this First Amendment, the remaining provisions of the Agreement shall remain in full force and effect.

IN WITNESS WHEREOF, City and Consultant have executed this First Amendment to the Agreement the day and year first above written.

ATTEST:

By: ____________________________
Darlene Gerdes, City Clerk
“City”
THE CITY OF CALIMESA, a municipal
corporation of the State of California
By:

Will Kolbow, City Manager
APPROVED AS TO FORM:
______________________________
Steven Flower
City Attorney
CONSULTANT:

Mark Thomas & Company, Inc.

By:

Name:

Title:

By:

Name:

Title:

Exhibit A
Exhibit A

SCOPE OF SERVICES

SCOPE OF WORK
Mark Thomas has developed the scope of work to prepare one (1) INFRA program grant application, one (1) BUILD program grant application, and one (1) TCEP grant application for the project. The scope is based upon the prior Notice of Funding Opportunity (NOFO) for INFRA and BUILD and the TCEP Cycle 4 guidelines. The format and sections for the grants are anticipated to remain unchanged except for modifications to meet state and federal priorities.

Task 1 – Project Management
Task 1.1 – Project Management
Mark Thomas will communicate directly with the City and manage the internal project team to deliver the services described below. We will monitor the project budget and schedule and notify the City of any updates.

Task 1.2 – Meetings
We will hold monthly meetings where the project status will be reviewed with the City as well as data needs. Meetings will increase to bi-weekly when NOFOs and calls for projects are live.

Task 2 – INFRA Grant Narrative
Task 2.1 – Narrative Development
Mark Thomas will prepare draft and final grant application narrative responses for the following sections.
• SF 424: Form prepared in grants.gov that includes basic project information. • SF 424C: Budget form prepared in grants.gov.
• Project Information Form: Microsoft Excel file provided by USDOT that includes basic project information, location, and costs.
• Project Description (5 pages): Description of the project, statement of work, and transportation challenges and solutions.
• Project Budget (5 pages): Description of project funding and budget, including previously incurred costs, contingency, and cost by census tract.

• Funding Commitment Documentation: Information to demonstrate the nonfederal matching funds are committed to the project. • Outcome Criteria (15 pages): Detailed description of how the project addresses each of the outcome criteria, including Safety; State of Good Repair; Economic Impacts, Freight Movement, and Job Creation; Environmental; Quality of Life; and Innovation Areas.
• Project Readiness (5 pages): Description of the project schedule with key milestones, project risks, and technical capacity to deliver federally funded projects.
• Project Requirements (5 pages): Description of how the project addresses the seven statutory requirements.

Mark Thomas will also prepare a draft and final letter of support template for the City to review. The City will coordinate with stakeholders to receive the letters. We will package the letters into a single document with a cover listing the stakeholder letters received.

Deliverables
• Draft grant narrative
• Final grant narrative
• Draft letter of support template
• Final letter of support template
Task 2.2 – Maps & Exhibits
Mark Thomas will prepare draft and final maps and exhibits to meet the requirements in the NOFO. This includes the project location .kmz file, project location map, land use and development map, and Areas of Persistent Poverty map.

Deliverables
• Draft Maps
• Final Maps

Task 2.3 – Grant Submission
Mark Thomas will work with the City to create a grants.gov workspace. Once documents are approved by the City, we will upload the files into the workspace and notify the City when the files are ready for submission.

Task 3 – Benefit Cost Analysis
Task 3.1 – BCA Calculations
Mark Thomas will prepare the benefit cost analysis (BCA) for the project. Calculations will be consistent with the USDOT 2025 BCA Guidance for Discretionary Grant Programs and prior analyses prepared for similar projects. The BCA will also meet state requirements as well, allowing the analysis to be used for all three grant applications within the scope of work.

The benefits of the project will be measured against a “no-build” baseline, or under the assumption that no project is developed. We will monetize project benefits based on available data supplemented by reasonable estimates and assumptions. Some are standard benefit-cost metrics used in established federally approved methodologies, such as reduced travel time and vehicle operations. Other more qualitative benefits will be evaluated based on the local context and qualitative and quantitative information available.

Mark Thomas will tabulate and discount each of the costs and benefits of the project. We will develop a spreadsheet model to sum the present value of the benefits (relative to travel patterns under baseline conditions) and compare them to the present value of the costs (relative to the baseline) of project development and maintenance. The ratio between the benefits and costs is the benefit-cost ratio.

Deliverables
• Draft BCA calculations
• Final BCA calculations
Task 3.2 – BCA Memorandum
Mark Thomas will prepare a draft and final technical memorandum, along with all related charts, tables, and graphics. This document will categorize all benefits evaluated and

describe in detail the methodology and data inputs for each calculation used to analyze benefit and source data. The memorandum will also document project delivery costs and anticipated ongoing maintenance and operation costs.

Deliverables
• Draft BCA memorandum
• Final BCA memorandum
Task 3.3 – Traffic Performance Measures
As a subconsultant to Mark Thomas, Fehr & Peers will develop the traffic performance measures for the project. These inputs will be used to develop the BCA as well as support the grant narrative. The traffic performance measures will include vehicle miles traveled, vehicle hours traveled, and vehicle hours of delay. Other performance measures may be identified, if required, to enhance the BCA.

Deliverables
• Draft Traffic Performance Measures
• Final Traffic Performance Measures
Task 4 – BUILD Grant Narrative
Task 4.1 – Narrative Development
Mark Thomas will prepare draft and final grant application narrative responses for the following sections.
• SF 424: Form prepared in grants.gov that includes basic project information. • SF 424C: Budget form prepared in grants.gov.
• Project Information Form: Excel file provided by USDOT that includes basic Project information.
• Project Description (5 pages): Description of the project, statement of work, and transportation challenges and solutions.
• Project Budget (5 pages): Description of project funding and budget, including previously incurred costs, contingency, and cost by census tract. • Funding Commitment Documentation: Information to demonstrate the nonfederal matching funds are committed to the project. • Merit Criteria Narrative (15 pages): Description of how the Project addresses the

following criterion, including Safety, Environmental Sustainability, Quality of Life, Mobility and Community Connectivity, Economic Competitiveness and Opportunity, State of Good Repair, Partnership and Collaboration, and Innovation.
• Project Readiness (5 pages): Description of the project schedule with key milestones, project risks, and technical capacity to deliver federally funded projects.

Mark Thomas will also prepare a draft and final letter of support template for the City to review. The City will coordinate with stakeholders to receive the letters. We will package the letters into a single document with a cover listing the stakeholder letters received.

Deliverables
• Draft grant narrative
• Final grant narrative
• Draft letter of support template
• Final letter of support template
Task 4.2 – Grant Submission
Mark Thomas will work with the City to create the grants.gov workspace. Once documents are approved by the City, we will upload the files into the workspace and notify the City when the files are ready for submission.

Task 5 – TCEP Grant Narrative
Task 5.1 – Caltrans Joint Nomination
Mark Thomas will work with Caltrans to pursue a joint nomination. The joint nomination process includes three deliverables:
• Round 1 Intent to Nominate Form, which includes traffic performance measures • Round 2 CAPTI Alignment Data, ArcGIS Location, and Quantitative Data • Round 3 Program Fit Intake Form

Task 5.2 – Narrative Development
Mark Thomas will prepare draft and final grant application narrative responses for the following sections.
• Cover Letter: Letter signed by the nominating agency, Caltrans, and the implementing agency, StanCOG. The letter will include a brief description of the project, scope, schedule, budget, and funding request.
• General Information: Overview of the project and background, agency priority, scope of improvements, independent utility confirmation, consistency with RTP, and nominating/implementing agency agreement confirmation. • Screening Criteria: Description of that the project type meets eligibility requirements including alignment with Streets and Highways Code, California Constitution, and adherence to state and federal freight plans. • Project Delivery: Description of the Project’s delivery method, schedule and other potential risks and mitigations, railroad company coordination, and environmental documentation.
• Evaluation Criteria: Description of how the Project meets each evaluation criteria including freight throughput and velocity, freight reliability, safety, congestion reduction, key transportation bottleneck relief, multi-modal strategy, interregional benefits, advanced technology and zero-emission infrastructure, air quality, economic impact, community engagement, leveraging funds, project readiness, and meeting urgent freight needs.
• Other Project Information Areas: Discussion of improved accessibility, climate resiliency, protection of natural and working lands, enhancement of built environment, and impacts to public health.
• Funding and Deliverability: Description of the Project’s funding commitments by phase and TCEP request, cost estimate and contingency amount, required match, total project costs, and how cost overruns will be accommodated. • Other: Description of public and private benefits, interagency coordination, bulk coal statement, and reversible lanes applicability.
• Electronic Project Programming Request: The form will be prepared within CalSmart and includes project description, purpose and need, delivery dates, funding, outputs, and performance measures.

• Performance Measures: Program-specific measures based upon the BCA to evaluate the long-term benefits of the project.

Mark Thomas will also prepare a draft and final letter of support template for the City to review. The City will coordinate with stakeholders to receive the letters. We will package the letters into a single document with a cover listing the stakeholder letters received.

Deliverables
• Draft grant narrative
• Final grant narrative
• Draft letter of support template
• Final letter of support template
Task 5.3 – Grant Submission
Mark Thomas will package the final grant application submittal. We will email the grant application to the CTC.

PROJECT SCHEDULE
The three grant programs are not currently active; however, Caltrans is currently accepting TCEP joint nomination requests. The first intake form is due September 19 with subsequent intake forms due in Winter. The first grant program to have an active call for projects is anticipated to be INFRA, with a NOFO issued this fall. BUILD will be second with a NOFO anticipated in December 2025. TCEP will be last with a call for projects anticipated in August 2026.

Once the grant program guidelines are issued, we will prepare a specific delivery schedule for each grant application. We will provide the City with two weeks to review all submittals. The application submission will be scheduled at least two days prior to the grant due date.

The schedule on the following page provides the anticipated start date, end date, and durations for all tasks.

PROPOSED FEE
Mark Thomas proposed fee for the scope of work is $98,520. A detailed cost breakdown by task is provided on the following page.

S O N D J F M A M J J A S O N D
1 Sep-25 Nov-26

1.2 Sep-25 Nov-26

1.3 Sep-25 Nov-26
2 Sep-25 Dec-25

2.1 Sep-25 Dec-25

2.2 Sep-25 Nov-25

2.3 3 Sep-25 Nov-25

3.1 Sep-25 Nov-25

3.2 Sep-25 Nov-25

3.3 Sep-25 Oct-25
4 Dec-25 Feb-26

4.1 Dec-25 Feb-26

4.2 5 Sep-25 Dec-26

5.1 Sep-25 Jun-26

5.2 Aug-26 Nov-26

5.3 Narrative Development
Feb-26
Nov-26
FY 2026/27 Task
# Task Title Start End
FY 2025/26
Grant Submission Dec-25
Grant Submission
Narrative Development
Project Management
Project Management
Meetings
INFRA Grant Narrative
Maps & Exhibits
Benefit Cost Analysis
BCA Calculations
BCA Memorandum
Traffic Performance Measures
Narrative Development
Grant Submission
BUILD Grant Narrative
TCEP Grant Narrative
Caltrans Joint Nomination

Thank you for the opportunity to provide a proposal for the City’s project. If you have any questions regarding our proposal, please contact me at (916) 539-4680 or [email protected].

Sincerely,
MARK THOMAS & COMPANY, INC.

Ryan Bissegger
New Business Director + Associate

Exhibit B
Exhibit B
Rate Schedule

Engineering Surveying
Intern $65 - $120 Survey Technician I-III $70 - $195
Technician $100 - $145 Lead Survey Technician $150 - $175 Design Engineer I $130 - $185 Survey Specialist I-III $140 - $295 Design Engineer II $150 - $235 Asst Surveyor I-III $150 - $210 Sr. Technician $165 - $230 Project Surveyor I-III $205 - $325 Civil Engineering Designer $175 - $275 * Chief of Party $215 - $270 Project Engineer $180 - $255 * Instrumentperson $205 - $245 Sr. Project Engineer $220 - $315 * Chainperson $195 - $230 Sr. Technical Engineer $225 - $260 * Apprentice $130 - $195 CADD Manager $240 - $285 * 2-Person Crew $415 - $480
Technical Lead $255 - $315 * 3-Person Crew $590 - $710
Sr. Technical Lead $300 - $375 * Utility Locator $210 - $270 Design Manager $385 - $430 Drone $290
Engineering Manager $385 - $430
Sr. Engineering Manager $385 - $520 Project Management & Oversight Project Manager $195 - $355
Construction Management Sr. Project Manager $260 - $400 Office Engineer $180 - $285 Survey Manager I-II $250 - $435 * Inspector - CM $205 - $290 SUE Program Manager $300 - $335 * Asst. Resident Engineer $250 - $285 Division Manager $295 - $445 * Sr. Inspector - CM $260 - $360 Principal $500 - $550
Construction Manager $280 - $325
Area Manager - CM $280 - $325 Project Support
Resident Engineer $305 - $365 Technical/Sr. Technical Writer $125 - $170 Sr. Resident Engineer $365 - $405 Project/Sr. Project Assistant $95 - $185 Survey Coordinator $125 - $130
Planning Project/Sr. Project Coordinator $135 - $230
Planner I $115 - $150 Graphic/Sr. Graphic Designer $140 - $250 Economist $145 - $170 Project/Sr. Project Accountant $130 - $200 Planner II $150 - $185 Sr. Graphic Manager $225 - $290
Sr. Planner $180 - $250 Project Delivery Manager $230 - $255 Project Accountant Manager $250 - $280
Landscape Architecture/Urban Design Safety Manager $270 - $275 Landscape Intern $95 - $115
Landscape Designer I $115 - $140 District Management
Landscape Designer II $135 - $180 * Inspector - Apprentice $100 - $120 Landscape Architect $175 - $205 * Inspector/Sr. Inspector $115 - $205 Sr. Landscape Architect $195 - $225 * Lead Inspector $165 - $185 Assistant/Associate Sanitary Engineer $180 - $250
Grant Writing Sanitary/Sr. Sanitary Project Engineer $225 - $315 Funding Specialist $145 - $270 Operations/Deputy District Manager $285 - $405 Sr. Funding Specialist $280 - $325 District Manager-Engineer $415 - $465 Funding Manager $350 - $410
Special Services
Expert Witness $550
Strategic Consulting $550
MARK THOMAS & COMPANY, INC. RATE SCHEDULE
EXPIRES JUNE 30, 2026
Reimbursables including, but not limited to; reproductions, delivery and filing fees; outside consultant fees; and survey field expenses will be billed at Cost Plus 5% . Mileage will be billed per current IRS Rate.

Additional promotional steps exist within various rate categories.

This rate schedule expires June 30, 2026; rates are subject to escalation with new hourly rate schedule as of July 1, 2026. * These charge rates are subject to Prevailing Wage laws and Union contract.

RATE SCHEDULE (B-1) | PAGE 1 OF 1

RESOLUTION 2025-58

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
CALIMESA, CALIFORNIA, AMENDING THE FY 2025-26 BUDGET

TO INCLUDE AN ADJUSTMENT IN THE CITY MANAGER

PROFESSIONAL SERVICES ACCOUNT IN THE GENERAL FUND
WHEREAS, the City is actively pursuing state and federal funding for the Cherry Valley Boulevard Interchange construction; and
WHEREAS, preparation of competitive applications for the INFRA, BUILD, and TCEP programs requires extensive technical analysis, benefit-cost evaluation, coordination with Caltrans District 8, and preparation of multiple full grant narrative packages; and
WHEREAS, the City Council has determined that timely preparation of these applications is critical to securing external funding and advancing the interchange project to construction; and
WHEREAS, additional appropriations are required in the General Fund to support consultant services necessary to complete these grant applications.

NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF CALIMESA HEREBY FINDS, DETERMINES, RESOLVES AND ORDERS AS FOLLOWS:

The Fiscal Year 2025-26 General Fund Budget is hereby amended as follows:
• Increase appropriations in account 01-1200-7210 by $100,000.

PASSED, APPROVED, and ADOPTED this 1
st day of December 2025.
_____________________________________

LINDA MOLINA, MAYOR
ATTEST:
_________________________________

DARLENE GERDES, CITY CLERK
Attachment 8B

City Council Meeting
Agenda Report
Agenda Item No. 9
SUBJECT: CONSIDERATION OF AMENDMENTS TO EMPLOYEE COMPENSATION

AND CLASSIFICATION PLAN
MEETING DATE: December 1, 2025
PRESENTED BY: Will Kolbow, City Manager
RECOMMENDATION: That the City Council adopt Resolution 2025-59, a Resolution of the City Council of the City of Calimesa, California, Approving Amendments to the Citywide Salary Schedule, Authorizing Reclassifications of Certain City Positions, and Amending Rule 28 of the City’s Personnel Rules and Regulations Regarding the City’s Contribution Toward Medical Insurance.

BACKGROUND: The City of Calimesa maintains a comprehensive compensation and classification plan intended to support organizational effectiveness, promote employee retention, and ensure the City remains competitive in the regional job market. As part of ongoing administrative review, staff routinely examines benefit levels, classification alignment, and compensation structures to ensure they reflect the City’s operational needs and the duties actually performed by employees.

Following these evaluations, staff is recommending modifications to the cafeteria plan contribution, reclassification of several positions, and adjustments to specific salary ranges.

DISCUSSION:

Cafeteria Plan Contribution Adjustment
The City currently provides a monthly cafeteria plan contribution of $1,000 for all employees that elected to purchase medical insurance through the City. Staff is recommending increasing this benefit to $1,250 per month only for those unrepresented employees who purchase their medical insurance through the City.

Employees who do not purchase medical insurance through the City, including those enrolling only in dental and/or vision plans, would not receive the increase and would remain at the current benefit levels.

This adjustment reflects the City’s ongoing efforts to remain competitive in the job market and support the recruitment and retention of high-quality employees. Offering a more robust contribution for medical coverage helps address rising healthcare premium costs and supports employees who utilize the City’s health benefit programs.

Employee Reclassifications
The City has historically operated with a small and versatile workforce, where employees frequently assume a broad range of assignments to meet community needs. To ensure that job classifications

accurately reflect the scope and complexity of work performed, staff is recommending the following reclassifications:
• City Clerk Department - Administrative Assistant I (Range 137) → Administrative Assistant II (Range 167)
The affected employees routinely perform work consistent with the higher classification, including expanded administrative responsibilities and technical duties. • Accountant (Range 234) → Senior Accountant (Range 265) The incumbent has assumed advanced financial, analytical, and reporting responsibilities aligned with the Senior Accountant classification.
• Accounting Technician I (Range 166) → Accounting Technician II (Range 195) The role has evolved to include higher-level accounting support functions requiring the skill set of an Accounting Technician II.
• Planning Director → Community Development Director (title change only) This title change reflects the broader operational responsibilities of the position, which extends beyond traditional planning functions to include oversight of building, code enforcement, and community development activities.

These reclassifications recognize the level of service employees provide and ensure classifications match the work assigned, while maintaining transparency, fairness, and alignment with City policies.

Battalion Chief Salary Range Adjustment
During recent labor negotiations, adjustments made to the classifications represented by the Calimesa Professional Firefighters Association created unintended salary compaction relative to the Battalion Chief classification. To maintain appropriate supervisory separation and hierarchical structure, staff recommends adjusting the Battalion Chief salary range from Range 251 to Range 261. This change preserves professional progression within the Fire Department and supports the City’s organizational structure.

Senior Code Enforcement Officer Salary Range Adjustment The Senior Code Enforcement Officer classification was created to enhance the City’s capacity to manage complex enforcement matters. However, prior recruitment efforts revealed challenges in attracting qualified candidates. A recent survey of comparable agencies shows the current range is approximately 15% below median market levels.

To improve recruitment and retention, particularly given the specialized nature of code enforcement work, staff recommends adjusting the salary range from Range 215 to Range 245. Combined with the proposed increase in cafeteria contribution for employees who purchase City medical insurance, this adjustment is expected to attract a more competitive applicant pool during the upcoming recruitment process.

FINANCIAL IMPACT: The approximate annual cost of the proposed reclassifications and medical insurance increase is $90,000.

ATTACHMENTS:

Attachment A: Resolution 2025-59
Attachment B: Exhibit A – Citywide Pay Schedule
Attachment C: Exhibit B – Rule 28 of Personnel Rules and Regulations.

RESOLUTION 2025-59

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CALIMESA,

CALIFORNIA, APPROVING AMENDMENTS TO THE CITYWIDE

SALARY SCHEDULE, AUTHORIZING RECLASSIFICATIONS OF
CERTAIN CITY POSITIONS, AND AMENDING RULE 28 OF THE
CITY’S PERSONNEL RULES AND REGULATIONS REGARDING THE
CITY’S CONTRIBUTION TOWARD MEDICAL INSURANCE
WHEREAS, the City of Calimesa maintains a Citywide Salary Schedule that is adopted and periodically amended by the City Council to ensure accuracy in classification titles, salary ranges, and authorized classifications; and WHEREAS, the City also maintains Personnel Rules and Regulations that govern employee benefits, including Rule 28, which establishes the City’s monthly contribution toward employee medical insurance; and
WHEREAS, staff has conducted a review of organizational needs and job duties and determined that several existing positions should be reclassified to reflect the work being performed and to support operational requirements, and those classifications already exist in the Citywide Salary Schedule with established and appropriate salary ranges; and
WHEREAS, staff further recommends adding the classification of Administrative Assistant II to the Citywide Salary Schedule, as the classification has an approved job description but is not currently listed on the schedule; and WHEREAS, staff also recommends updating the title of Planning Director to Community Development Director within the Citywide Salary Schedule, with no change to the assigned salary range, in order to reflect the full scope of duties associated with the position; and
WHEREAS, staff additionally recommends adjusting the salary range assigned to the Battalion Chief classification within the Citywide Salary Schedule to maintain appropriate organizational structure and supervisory separation; and WHEREAS, staff recommends modifying the City’s monthly cafeteria plan contribution for unrepresented employees who purchase medical insurance through the City, increasing the contribution from $1,000 per month to $1,250 per month, which requires amendment of Rule 28 of the Personnel Rules and Regulations; and WHEREAS, the City Council has reviewed all recommended amendments and finds them to be appropriate and in the best interest of the City.

NOW THEREFORE, THE CITY COUNCIL OF THE CITY OF CALIMESA DOES HEREBY RESOLVE AS FOLLOWS:

Section 1. the Citywide Salary Schedule is hereby amended as set forth in Exhibit A, attached hereto and incorporated herein by reference, to add the classification of Administrative Assistant II (Range 167), to update the classification title of Planning Attachment 9A

Director to Community Development Director with no change in salary range, and to revise the salary range assigned to the Battalion Chief classification from Range 251 to Range 261.

Section 2. The following existing positions are hereby reclassified to their updated classifications: two Administrative Assistant I positions in the City Clerk Department are reclassified to Administrative Assistant II; the Accountant position is reclassified to Senior Accountant; the Accounting Technician I position is reclassified to Accounting Technician II; and the Planning Director position is reclassified to Community Development Director.

Section 3. Rule 28 of the Personnel Rules and Regulations is hereby amended as set forth in Exhibit B, attached hereto and incorporated herein by reference, to increase the City’s monthly cafeteria plan contribution for unrepresented employees who purchase medical insurance through the City to $1,250 per month, while maintaining existing contribution levels for employees who do not purchase medical insurance through the City.

Section 4. The amendments approved by this Resolution shall take effect with the pay period beginning December 27, 2025.

PASSED, APPROVED AND ADOPTED this 1
st day of December 2025.
________________________________

LINDA MOLINA, MAYOR
ATTEST:
_____________________________________

DARLENE GERDES, CITY CLERK

Exhibit A
City of Calimesa Council Approved:

Citywide Pay Schedule Proposed Effective Date: December 27, 2025 Classification Salary Range Minimum Maximum
Accountant 234 5,526 7,053
Accounting Technician I 166 3,936 5,024
Accounting Technician II 195 4,549 5,805
Administrative Assistant I 137 3,407 4,348
Administrative Assistant II 167 3,956 5,049
Associate Planner 234 5,526 7,053
Battalion Chief 261 6,322 8,069
City Manager Contract 20,794
Community Development Director 381 11,506 14,684
Deputy City Manager/City Clerk 391 12,095 15,437
Deputy Fire Chief 288 7,234 9,234
Deputy Fire Marshal 251 6,015 7,678
Executive Assistant/Deputy City Clerk 264 6,418 8,192
Finance Director 381 11,506 14,684
Fire Apparatus Engineer 237 5,610 7,161
Fire Captain/EMT 251 6,015 7,678
Fire Chief 381 11,506 14,684
Firefighter/EMT 197 4,595 5,864
Firefighter/Paramedic 218 5,102 6,511
General Services Director 371 10,946 13,970
Lead Maintenance Worker 196 4,572 5,836
Maintenance Superintendent 322 8,571 10,940
Maintenance Supervisor 266 6,482 8,272
Maintenance Worker I 146 3,563 4,547
Maintenance Worker II 176 4,137 5,279
Planning Manager 322 8,571 10,940
Planning Technician 195 4,549 5,805
Public Works Director 371 10,946 13,970
Reserve Firefighter Per Shift 100/Shift
Senior Accountant 265 6,450 8,233
Senior Administrative Assistant 195 4,549 5,805
Senior Code Enforcement Officer 245 5,838 7,452
Senior Permit Technician 215 5,027 6,416
Senior Planner 283 7,056 9,005
Monthly Range
Attachment 9B

City of Calimesa Personnel Rules and Regulations
Resolution 2025-59
Exhibit “B”
Rule 28 Fringe Benefits
A. Enrollment in Health Insurance, Dental Insurance and Vision Care Coverage. All regular employees who are employed on a full-time basis, except seasonal and temporary employees (forty [40] hours per work), shall be eligible for health, dental and vision insurance coverage, which becomes effective on the first of the month following the employment date and continuing throughout the month of separation. The City provides a Flexible Health Benefit Plan with a monthly cap where employees can choose an appropriate health plan for them and their families as defined in Schedule A and Schedule B of the City’s Cafeteria Plan. Fringe benefits may be altered on a year-by-year basis as the City’s sole discretion. Regular part-time employees receive prorated benefits if they are regularly assigned to work more than twenty (20) hours per week, except seasonal and temporary employees.

B. Flexible Health Benefit Plan Contributions – Unrepresented Employees. The City shall contribute the following monthly amounts:
a. For employees that elect to purchase Health Insurance, as defined in Schedule A and Schedule B of the Cafeteria Plan, the City shall contribute $1,250.00 per month.
b. For employees that waive Health Insurance, as defined in Schedule A and Schedule B of the Cafeteria Plan, the employee must provide proof, as determined by Human Resources, that comparable medical insurance is in full force and effective. Based on determination that insurance is in full force and effect, eligible employees shall receive the amount designated below. i. Employees with a most recent hire date prior to July 1, 2025, shall receive $1,000.00 per month.
ii. Employees with a most recent hire date on or after July 1, 2025, shall receive $300.00 per month.
c. Any amounts in excess of the amount designated above necessary to maintain benefits under any benefits plan selected by the employee shall be borne by the employee.
d. Any amounts remaining of the amount designated above after payment of any benefits plan selected by the employee shall be paid to the employee as cash on their paycheck, except that such cash payments shall not exceed $1,000.00 per month for employees with a most recent hire date prior to July 1, 2025, or $300.00 per month for employees with a most recent hire date on or after July 1, 2025. Cash payments will be considered taxable income.

Attachment 9C

City of Calimesa Personnel Rules and Regulations
C. Flexible Health Benefit Plan Contributions – Represented Employees. Unless superseded by a Memorandum of Understanding between the City and a recognized Collective Bargaining Unit, the City shall contribute the following monthly amounts:
a. For employees that elect to purchase Health Insurance, as defined in Schedule A and Schedule B of the Cafeteria Plan, the City shall contribute $1,000.00 per month.
b. For employees that waive Health Insurance, as defined in Schedule A and Schedule B of the Cafeteria Plan, the employee must provide proof, as determined by Human Resources, that comparable medical insurance is in full force and effective. Based on determination that insurance is in full force and effect, eligible employees shall receive the amount designated below. i. Employees with a most recent hire date prior to July 1, 2025, shall receive $1,000.00 per month.
ii. Employees with a most recent hire date on or after July 1, 2025, shall receive $300.00 per month.
c. Any amounts in excess of the amount designated above necessary to maintain benefits under any benefits plan selected by the employee shall be borne by the employee.
d. Any amounts remaining of the amount designated above after payment of any benefits plan selected by the employee shall be paid to the employee as cash on their paycheck. Cash payments will be considered taxable income.

City Council Meeting
Agenda Report
Agenda Item No. 10
SUBJECT: APPROVAL OF PURCHASE AND SALE AGREEMENT FOR

THE FORMER BANK OF AMERICA BUILDING LOCATED
AT 1055 CALIMESA BOULEVARD
MEETING DATE: December 1, 2025
PREPARED BY: Will Kolbow, City Manager
Steven Flower, City Attorney
RECOMMENDATION: That the City Council adopt Resolution 2025-60, A Resolution of the City Council of the City of Calimesa, California Approving a Purchase and Sale Agreement with Bank of America, National Association to Purchase the Real Property Located at 1055 Calimesa Boulevard in Calimesa, California (APN 411-180-023); Authorizing the Mayor to Execute the Agreement and Take Related Actions; and Amending the Fiscal Year 2025-26 Budget to Include a Related Adjustment in the Administrative Facilities Fees Fund.

BACKGROUND:

City Hall Facilities History
The City of Calimesa incorporated 35 years ago, initially operating from the Calimesa Senior Center and later an approximately 2,000 square-foot modular building installed next door to the Senior Center to serve as City Hall. That modular building continues to serve as the City’s primary administrative facility today. In 2007, the City installed a second, 1,200 square-foot, modular building, which today houses Planning, Building & Safety, and Code Enforcement.

In 2023, an expansion of the Senior Center was completed to house Public Works & Engineering, replacing previous makeshift accommodations. Despite these efforts, the City Hall complex remains undersized, outdated, and unable to support the staffing and service needs of a growing community.

The City had been planning to relocate City Hall to a new civic center on land dedicated for that purpose under the Oak Valley Town Center Development Agreement. The timeline for that project is now uncertain, however, due to its paused development status and ongoing litigation.

Earlier this year, Bank of America announced that it would be putting up for sale the property located at 1055 Calimesa Boulevard, APN 411-180-023 (the “Property”), on which it had previously operated a bank branch and which had until recently served as a temporary library site. This created an unplanned, but strategically aligned, opportunity to secure a permanent City Hall in the heart of the community at a cost significantly lower than new construction.

Bank of America Property Background
The former Bank of America was constructed in 1983, and the Property is currently developed as follows:
• Former bank building of ~8,065 square feet;
• Lot Size of ~52,000 square feet;
• Parking of ~50 spaces; and
• Two drive-through ATMs, which remain in operation.

Bank of America operated a bank branch on the Property until approximately 2020. The County of Riverside subsequently leased the Property to serve as a temporary library building during construction of the new library, which opened in July of this year.

Bank of America listed the Property for sale in August 2025, using a competitive bidding process that required bidders to agree to leaseback the ATMs to Bank of America for its continued use.

DISCUSSION:

Explanation of Municipal Real Property Transaction Procedures The Brown Act allows City Council participation in real estate negotiations to occur in closed session to protect the public’s financial interest. This ensures the seller cannot use public discussion to increase the price and that the City maintains a fair negotiating position. Once a tentative agreement is reached within Council-authorized parameters, the agreement is brought into open session, where all material terms, including price, conditions, and obligations, are made public before approval. This is the process being followed in this case, and it is the standard, legally required, and transparent procedure for municipal real estate transactions.

Brokerage Support and Initial Due Diligence
In September, the City Council approved a brokerage agreement with Kosmont Real Estate Services to support preparation of the City’s bid, assist with negotiations, and perform due diligence.

The brokerage fee is 3% of the final purchase price ($59,550), paid by the City.

City staff conducted multiple site visits to evaluate the building’s suitability, structural and mechanical conditions, and potential for long-term civic use.

Bid Submission and Negotiation Process
The City submitted a sealed bid to purchase the Property prior to the September 30 deadline.

Thereafter, the City Manager and City Attorney, with assistance from Kosmont, engaged in negotiations with the bank’s representative, Cushman & Wakefield, which resulted in a tentative Purchase and Sale Agreement with Bank America to purchase the Property from Bank of America for a purchase price of $1,985,000 and subject to additional terms and conditions set forth in the Purchase and Sale Agreement (“Agreement”) attached to this Report.

Additional Due Diligence
During the period in which negotiations were taking place, the City also completed the following additional due diligence regarding the possible purchase of the Property.:
• An updated appraisal, which exceeded the purchase price; • A new ALTA survey;
• An updated title documentation
Although a 2022 Phase I Environmental Site Assessment provided by Bank of American did not identify any recognized environmental concerns, City staff has prepared to conduct an updated Phase 1 assessment prior to closing out of an abundance of caution. Bank of America has said it will not allow on-site access for the updated Phase I testing until after execution of Agreement. If the City Council approves the Agreement, the updated Phase 1 would be completed during subsequent 40-day inspection period.

Funding Source and Allowable Use
The City’s acquisition of the Property will be funded using General Government Facilities Development Impact Fees (DIF). These funds are:
• Restricted under state law to capital facilities needed to support growth; • Specifically intended for projects such as City Hall, administrative buildings, and civic facilities;
• Not permitted to be used for salaries, programs, operations, or unrelated capital projects.

This purchase is fully compliant with allowable uses of General Government Facilities DIF and does not impact the City’s General Fund.

Continued Ownership and Future Use of Existing Facilities The City will retain ownership of the existing City Hall modular buildings and the Senior Center expansion. With administrative staff relocating to the new facility upon renovation, the current City Hall complex presents several opportunities for beneficial reuse, including:
• Enhanced Public Works Utilization: With other departments no longer occupying the site, the employee portion of the parking lot and yard area could be repurposed to support expanded Public Works operations, fleet staging, or materials storage. • Emergency Operations Center (EOC): The City has secured a $1 million federal earmark through the Community Project Funding appropriations process—submitted on the City's behalf by Congressman Ken Calvert—for the design and construction of a new Emergency Operations Center. The existing City Hall site is a strong candidate for this facility given its proximity to the Senior Center (a designated care and shelter location), existing utilities, and central location.

• Future Community Services Department: As Calimesa grows, the City anticipates development of a formal Community Services Department. The existing City Hall site, immediately adjacent to the Senior Center, could provide an ideal long-term location for community programming, senior services, youth activities, and recreational coordination.

These options will be evaluated further as part of the City’s long-term facility planning efforts.

Key Deal Terms
• Purchase Price: $1,985,000
• ATM Leaseback:
o 5-year initial term
o Two 5-year extensions at Bank of America’s option
o Rent: $2,000/month, plus $100/month utilities
o Rent escalates 10% per extension period
o Utility payment increases 15% per extension period
• Earnest Money Deposit:
o 10% of purchase price ($198,500) due within five business days of PSA execution o If terminated during the inspection period, 50% ($99,250) is refundable • Inspection Period:
o 40 days beginning on the Effective Date
o City has already completed most due diligence; updated Phase I pending PSA execution Next Steps
Following the close of escrow (and contingent on City Council approval), staff will issue a Request for Proposals for architectural design, space planning, and programming to convert the existing bank building into a modern, efficient, and community-serving City Hall.

Conclusion
The acquisition of 1055 Calimesa Boulevard represents a fiscally responsible, strategically located solution to the City’s long-standing need for a permanent City Hall. The Property is well-suited for civic use, funded entirely through restricted facilities impact fees, and creates opportunities to repurpose the existing City Hall complex for enhanced services such as an Emergency Operations Center, expanded Public Works operations, and future community services programming. Staff recommends approval of the Purchase and Sale Agreement.

FISCAL IMPACT: The purchase price, in the amount of $1,985,000, will be funded with General Government Facilities Development Impact Fees (DIF), a restricted funding source that may only be used for public facilities such as City Hall. No General Fund dollars are being used for the acquisition.

The brokerage fee of $59,550 (3% of purchase price) and reports and services associated with due diligence will also be funded through this restricted source. Additional architectural and renovation costs will be brought to Council for approval following the space planning process.

The ATM leaseback will generate modest annual revenue that will offset a portion of ongoing operational expenses.

ATTACHMENTS:

Attachment A: Resolution 2025-60
Attachment B: Proposed Purchase and Sale Agreement with ATM Leaseback Agreement Attachment C: 1055 Calimesa Boulevard Sales Brochure

RESOLUTION 2025-60

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CALIMESA,

CALIFORNIA APPROVING A PURCHASE AND SALE AGREEMENT

WITH BANK OF AMERICA, NATIONAL ASSOCIATION TO PURCHASE
THE REAL PROPERTY LOCATED AT 1055 CALIMESA BOULEVARD
IN CALIMESA, CALIFORNIA (APN 411-180-023); AUTHORIZING THE

MAYOR TO EXECUTE THE AGREEMENT AND TAKE RELATED
ACTIONS; AND AMENDING THE FISCAL YEAR 2025-26 BUDGET TO

INCLUDE A RELATED ADJUSTMENT IN THE ADMINISTRATIVE

FACILITIES FEES FUND
WHEREAS, the City has had the long-term goal of either building or acquiring a new City Hall facility that is larger than the City’s current City Hall; and WHEREAS, in August 2025, Bank of America, National Association put up for sale the property at 1055 Calimesa Boulevard, in Calimesa, identified as APN 411-180-023 (the “Property”), where it previously operated a bank branch; and WHEREAS, the Property and the existing building thereon are of an adequate size and layout to both accommodate the City’s existing operations and allow for future expansion of City services; and
WHEREAS, downtown businesses have long had the desire for City Hall to be relocated to Calimesa Boulevard; and
WHEREAS, City staff and Bank of America have negotiated the terms for the City to purchase the Property from Bank of America for a purchase price of $1,985,000 and subject to additional terms and conditions set forth in the Purchase and Sale Agreement (“Agreement”) attached as Exhibit A to this Resolution; and WHEREAS, the Agreement includes an agreement to lease back to Bank of America the existing drive through automatic teller machines and associated drive-aisles subject to the terms and conditions of the Agreement; and WHEREAS, the City’s Development Impact Fee program includes a fee for General Governmental Facilities, which are deposited into the Administrative Facilities Fees Fund; and
WHEREAS, an appropriation of Administrative Facilities Fees funds is required to fund the purchase price of the Property and closing and related costs, an account within the Administrative Facilities Fees Fund to account for all costs associated with purchase and renovation of the Property is required for this purpose;

NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF CALIMESA HEREBY FINDS, DETERMINES, RESOLVES AND ORDERS AS FOLLOWS:

1. The City Council hereby approves the Agreement in substantially the same form as set forth in Exhibit A to this Resolution and authorizes the Mayor, or her designee, to execute the Agreement and to take any related actions or execute any other instruments or agreements that are necessary or advisable to achieve the purposes of the Agreement and this Resolution.

Attachment 10A

2. The Fiscal Year 2025-26 Administrative Facilities Fund Budget is hereby amended to increase appropriations by $2,100,000.

3. Staff is directed to create a general ledger account to account for the purposes of this Resolution.

PASSED, APPROVED, and ADOPTED this 1
st day of December 2025.
_____________________________________

LINDA MOLINA, MAYOR
ATTEST:
_________________________________

DARLENE GERDES, CITY CLERK

Purchaser’s Initials ___________
Calimesa CA6-211 1
Name of Property: Calimesa CA6-211
Address: 1055 Calimesa Blvd., Calimesa, CA
92320
County and State: Riverside County, California

PURCHASE AND SALE AGREEMENT WITH ATM LEASEBACK
THIS PURCHASE AND SALE AGREEMENT WITH ATM LEASEBACK (this “Agreement”) is made between BANK OF AMERICA, NATIONAL ASSOCIATION, a national banking association (“Seller”), and THE CITY OF CALIMESA, CALIFORNIA, a California municipal corporation (“Purchaser”).

In consideration of the mutual covenants herein contained, Seller and Purchaser agree as follows:

1. PURCHASE AND SALE

1.1 Purchase and Sale. Subject to the terms and conditions of this Agreement (including, without limitation, the ATM Lease (as hereinafter defined)), Seller hereby agrees to sell and convey to Purchaser, and Purchaser hereby agrees to purchase from Seller, the following described property (herein called the “Property”):
(a) Land. That certain tract of land (the “Land”) more particularly described on Exhibit A, attached hereto and incorporated herein by reference together with all improvements, if any, located thereon;
(b) Easements. All easements, if any, benefiting the Land; (c) Rights and Appurtenances. All rights and appurtenances pertaining to the foregoing, if any, including any right, title and interest of Seller, if any, in and to adjacent streets, alleys or rights-of-way;
(d) Improvements. All improvements (the “Improvements”) in and on the Land; and (e) Tangible Personal Property. Subject to the provisions of Section 9.2 and Section 9.3 hereinafter, all of Seller’s right, title and interest in all appliances, fixtures, equipment, machinery, furniture, carpet, drapes and other personal property, if any, owned by Seller and located on or about the Land and the Improvements not removed by Seller by the Closing Date (the “Tangible Personal Property”). There is, however, excluded from the definition of Tangible Personal Property, any banking equipment, ATM equipment, Protected Items, security equipment and/or trade fixtures (collectively, the “Banking Equipment”) which Seller elects to utilize in its continued ATM or other banking operations on the Property pursuant to the terms and conditions of the ATM Lease (as defined in Section 1.2 below).

1.2 ATM Lease. This Closing shall be contingent on the parties entering into an ATM Lease Agreement in the form attached hereto as Exhibit E (the “ATM Lease”), which exhibit is incorporated herein by reference, for the continued use of the Property by Seller as a drive-up banking facility and Attachment 10B

Purchaser’s Initials ___________
Calimesa CA6-211 2
ATM(s) (the “Banking Use”), pursuant to the terms and conditions set forth in such lease. The ATM Lease shall be executed at Closing.

2. PURCHASE PRICE

2.1 Purchase Price. The purchase price (the “Purchase Price”) for the Property shall be ONE MILLION NINE HUNDRED EIGHTY FIVE THOUSAND AND NO/100 DOLLARS ($1,985,000.00) and shall be paid by Purchaser to Seller at the Closing (as defined in Section 6.1). The Purchase Price shall be payable at Closing in United States currency as provided in Section 6.6(a) below.

3. EARNEST MONEY

3.1 Earnest Money. Within five (5) business days after the date this fully executed Agreement has been delivered to Purchaser, in accordance with Section 10.1 of this Agreement, Purchaser shall deliver to FIRST AMERICAN TITLE INSURANCE COMPANY (the “Escrow Agent”), as escrow agent, at 121 W. Trade St., Suite 2175, Charlotte, NC 28202, Attn: Debbie Stewart, 704.405.3225, [email protected], by cashier’s check at the address in Section 10.1 hereof or by wire transfer to such account as directed by Escrow Agent a deposit in an amount equal to ten percent (10%) of the Purchase Price in United States dollars (such amount, together with all interest, if any, earned thereon being referred to as the “Earnest Money”), together with an executed W-9 form if Purchaser desires to have Escrow Agent invest such Earnest Money in an interest bearing account. The Earnest Money shall be held in accordance with the Earnest Money Escrow Agreement Terms attached to this Agreement as Exhibit B.

Seller shall have the option to declare a default and Terminate this Agreement if the Earnest Money and the executed W-9 form are not delivered to the Escrow Agent within such time. As used herein, “Terminate” and/or “Terminated” shall mean the termination of this Agreement, by Purchaser or Seller as applicable as expressly set forth in this Agreement, in which event thereafter neither party hereto shall thereafter have any further rights, obligations or liabilities hereunder except to the extent that any right, obligation or liability set forth herein expressly survives the termination of this Agreement. Except as provided in Section

4.2, the Earnest Money shall be non-refundable for any reason, except Seller’s default, and is effectively option money to induce Seller to sell the Property to Purchaser in accordance with this Agreement. If the sale of the Property is consummated pursuant to the terms of this Agreement, the Earnest Money shall be paid to Seller and applied to the payment of the Purchase Price.

4. CONDITIONS TO CLOSING

4.1 Title Commitment, Survey and Phase I.
(a) Prior to the execution of this Agreement, Seller has delivered or made available to Purchaser for Purchaser’s review, among other items, (i) a commitment for title insurance (the “Title Commitment”) for an Owner’s Policy of Title Insurance issued by First American Title Insurance Company (the “Title Company”); (ii) a survey of the Property (the “Survey”); and (iii) a Phase I environmental site assessment of the Property (“Phase I”). (b) Seller shall deliver to Purchaser within thirty (30) days after full execution of this Agreement for the Property, (i) if Purchaser desires to purchase an Owner’s Policy of Title Insurance and desires to incur further costs (beyond those set forth in Section 6.4) with respect thereto, an endorsement or its equivalent to the Title Commitment (the “Endorsement”), naming

Purchaser’s Initials ___________
Calimesa CA6-211 3
Purchaser as the insured and updating the effective date of the Title Commitment; and (ii) a Survey certified to Purchaser and updating the effective date of the Survey, if required by the Title Company, but only if Purchaser desires such update and desires to incur further costs (beyond those set forth in Section 6.4) with respect thereto, if any. Purchaser shall be required to accept title insurance from Seller’s Title Company and title agent, and by execution of this Agreement, Purchaser agrees that said title agent shall close the transaction contemplated by this Agreement.

Seller shall not be obligated to cure or satisfy any new requirements and exceptions contained on the Endorsement or updated Title Commitment and shall not be obligated to cure any new matters disclosed by the Survey certified to Purchaser.
(c) The conveyance of the Property shall be subject to certain Permitted Exceptions.

The term “Permitted Exceptions”, as used herein, shall mean (i) the title exceptions listed in Schedule B of the Title Commitment, (ii) any general exceptions and exclusions contained in the standard owner’s policy of the Title Company that are not deleted pursuant to the Owner’s Affidavit, and (iii) the exceptions listed on Exhibit C hereto. (d) Seller shall deliver to Purchaser within ten (10) days after full execution of this Agreement a copy of the Commercial Real Property Owner’s Guide to Earthquake Safety (including whether or not the Property is situated in a Special Study Zone as designated under the Alquist-Priolo Special Earthquake Studies Zone Act, which may subject construction or development of the Property to the findings of an acceptable geologic report).

4.2 Inspection. Upon forty-eight (48) hours prior request, Purchaser may inspect the Property at any reasonable time on or before thirty (40) days after the date of this Agreement for the purpose of conducting such investigations and inspections as Purchaser shall deem appropriate, including but not limited to obtaining geotechnical reports, a Phase I Environmental Condition Assessment, and obtaining building reports, but excluding any Phase II environmental site assessment without Seller’s express written consent, which may be withheld in Seller’s sole discretion (the "Inspection Period"). Purchaser acknowledges that the Property may be comprised of a banking center and/or ATMs and agrees that Purchaser must be accompanied by a representative of Seller when inspecting the Property and that certain inspections must occur after business hours. Purchaser may Terminate this Agreement by notifying Seller in writing prior to the expiration of the Inspection Period, for any reason in Purchaser’s sole discretion, provided that fifty percent (50%) of the Earnest Money (the “Refundable Earnest Money”) shall be refunded to Purchaser and the remainder of the Earnest Money shall be paid to Seller. In the event Purchaser does not give such notification to Seller in writing prior to the expiration of the Inspection Period, Purchaser shall be deemed conclusively to have waived its right to Terminate under this Section 4.2 and the Refundable Earnest Money shall become non-refundable, except in the event of Seller’s default. Purchaser shall bear the cost of all such inspections and investigations of the Property. Purchaser shall be liable for all costs and expenses, and for damages or injury to any person or property resulting from any inspection, and Purchaser shall indemnify and hold harmless Seller from any liability, claims or expenses (including, without limitation, construction liens and/or reasonable attorneys’ fees) resulting therefrom. The obligations of Purchaser set forth in this Section 4.2 shall survive Closing or the termination of this Agreement, as applicable.

4.3 Confidentiality. Except as otherwise required by law, all information provided by Seller to Purchaser or obtained by Purchaser relating to the Property in the course of its review, including, without limitation, any environmental assessment or audit, shall be treated as confidential information to the extent

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permitted under applicable law, by Purchaser, and its employees. Seller expressly acknowledges that Purchaser is a public agency subject to the requirements of the California Public Records Act and similar governmental transparency laws, and Seller therefore expressly agrees that nothing in this Agreement or any other agreement between Seller and Purchaser shall be construed as limiting or inhibiting Purchaser’s ability to comply with such laws. To the extent Purchaser is legally permitted as a public agency, Purchaser will not (a) disclose or permit the disclosure of any information to any third party, or (b) knowingly use or permit the use of all information pertaining to the Property (1) in any way detrimental to the Seller or (2) for any purpose other than evaluating the contemplated purchase of the Property. Purchaser agrees, that if the Closing does not occur, Purchaser will promptly return to the Seller or its authorized agent all written or tangible information pertaining to the Property, including all copies or extracts thereof, and all notes based upon the information. Neither the Seller, nor any of its officers, directors, employees, agents or representatives, shall be deemed to make or have made any representation or warranty as to the accuracy or completeness of any information pertaining to the Property or whether or not the information provided constitutes all of the information available to the Seller; and neither the Seller nor any of its officers, directors, employees, representatives or agents shall have any liability resulting from Purchaser’s use of any information pertaining to the Property. The obligations of Purchaser set forth in this Section 4.3 shall survive the Closing or the termination of this Agreement, as applicable.

4.4 Termination. If this Agreement is Terminated for any reason, Purchaser shall, within ten (10) days of such termination, deliver to Seller copies of the Title Commitments, Surveys, and any updates, all feasibility studies, engineering reports, environmental reports and all other information obtained by Purchaser with respect to the Property. The obligations of Purchaser set forth in this Section 4.4 shall survive termination of this Agreement.

5. NO REPRESENTATIONS OR WARRANTIES BY SELLER;
ACCEPTANCE OF PROPERTY; COVENANTS BY SELLER

5.1 Disclaimer. PURCHASER ACKNOWLEDGES AND AGREES THAT NEITHER

SELLER NOR ITS AGENTS HAVE MADE AND DO NOT MAKE, AND SELLER AND ITS AGENTS

SPECIFICALLY NEGATE AND DISCLAIM, ANY REPRESENTATIONS, WARRANTIES (OTHER

THAN THE WARRANTY OF TITLE AS SET OUT IN THE DEED, AS DEFINED BELOW),

PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES OF ANY KIND OR CHARACTER

WHATSOEVER, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, PAST, PRESENT OR

FUTURE, OF, AS TO, CONCERNING OR WITH RESPECT TO (A) THE VALUE, NATURE,

QUALITY OR CONDITION OF THE PROPERTY, INCLUDING WITHOUT LIMITATION, THE

WATER, SOIL AND GEOLOGY, (B) THE INCOME TO BE DERIVED FROM THE PROPERTY, (C)

THE SUITABILITY OF THE PROPERTY FOR ANY AND ALL ACTIVITIES AND USES WHICH

PURCHASER MAY CONDUCT THEREON, (D) THE COMPLIANCE OF OR BY THE PROPERTY

OR ITS OPERATION WITH ANY LAWS, RULES, ORDINANCES OR REGULATIONS OF ANY

APPLICABLE GOVERNMENTAL AUTHORITY OR BODY, (E) THE HABITABILITY,

MERCHANTABILITY, MARKETABILITY, PROFITABILITY OR FITNESS FOR A PARTICULAR

PURPOSE OF THE PROPERTY, (F) THE MANNER OR QUALITY OF THE CONSTRUCTION OR

MATERIALS, IF ANY, INCORPORATED INTO THE PROPERTY, (G) THE MANNER, QUALITY,

STATE OF REPAIR OR LACK OF REPAIR OF THE PROPERTY, OR THE OPERATION THEREOF,

INCLUDING, BUT NOT LIMITED TO, ANY APPLIANCES, FIXTURES, EQUIPMENT,

MACHINERY, FURNITURE, VAULTS AND VAULT DOORS (IF ANY ARE SO LOCATED IN THE

PROPERTY), OR (H) ANY OTHER MATTER WITH RESPECT TO THE PROPERTY, AND

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SPECIFICALLY, THAT SELLER AND ITS AGENTS HAVE NOT MADE, DO NOT MAKE AND

SPECIFICALLY DISCLAIM ANY REPRESENTATIONS REGARDING COMPLIANCE WITH ANY

ENVIRONMENTAL PROTECTION, POLLUTION OR LAND USE, CALIFORNIA HEALTH &

SAFETY CODE, ZONING OR DEVELOPMENT OF REGIONAL IMPACT LAWS, RULES,

REGULATIONS, ORDERS OR REQUIREMENTS, INCLUDING THE EXISTENCE IN OR ON THE PROPERTY OF HAZARDOUS MATERIALS (AS DEFINED BELOW), MOLD OR MILDEW.

PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT HAVING BEEN GIVEN THE

OPPORTUNITY TO INSPECT THE PROPERTY, PURCHASER IS RELYING SOLELY ON ITS OWN

INVESTIGATION OF THE PROPERTY AND NOT ON ANY INFORMATION PROVIDED OR TO BE

PROVIDED BY SELLER OR ITS AGENTS AND AT THE CLOSING AGREES TO ACCEPT THE PROPERTY AND WAIVE ALL OBJECTIONS OR CLAIMS AGAINST SELLER AND/OR SELLER’S

AGENTS (INCLUDING, BUT NOT LIMITED TO, ANY RIGHT OR CLAIM OF CONTRIBUTION)

ARISING FROM OR RELATED TO THE PROPERTY OR TO ANY HAZARDOUS MATERIALS ON THE PROPERTY, MOLD OR MILDEW. PURCHASER FURTHER ACKNOWLEDGES AND AGREES

THAT ANY INFORMATION PROVIDED OR TO BE PROVIDED WITH RESPECT TO THE

PROPERTY WAS OBTAINED FROM A VARIETY OF SOURCES AND THAT NEITHER SELLER

NOR ITS AGENTS HAVE MADE ANY INDEPENDENT INVESTIGATION OR VERIFICATION OF

SUCH INFORMATION AND MAKES NO REPRESENTATIONS AS TO THE ACCURACY OR COMPLETENESS OF SUCH INFORMATION. SELLER AND ITS AGENTS ARE NOT LIABLE OR

BOUND IN ANY MANNER BY ANY VERBAL OR WRITTEN STATEMENTS, REPRESENTATIONS

OR INFORMATION PERTAINING TO THE PROPERTY, OR THE OPERATION THEREOF,

FURNISHED BY ANY REAL ESTATE BROKER, AGENT, EMPLOYEE, SERVANT OR OTHER PERSON. PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT TO THE MAXIMUM

EXTENT PERMITTED BY LAW, THE SALE OF THE PROPERTY AS PROVIDED FOR HEREIN IS MADE ON AN “AS IS” CONDITION AND BASIS WITH ALL FAULTS. IT IS UNDERSTOOD AND

AGREED THAT THE PURCHASE PRICE HAS BEEN ADJUSTED BY PRIOR NEGOTIATION TO

REFLECT THAT ALL OF THE PROPERTY IS SOLD BY SELLER AND PURCHASED BY PURCHASER SUBJECT TO THE FOREGOING. THE PROVISIONS OF THIS SECTION 5.1 SHALL SURVIVE THE CLOSING.

5.2 Hazardous Materials. “Hazardous Materials” shall mean any substance which is or contains (i) any “hazardous substance” as now or hereafter defined in the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended (42 U.S.C. §9601 et seq.) (“CERCLA”) or any regulations promulgated under or pursuant to CERCLA; (ii) any “hazardous waste” as now or hereafter defined in the Resource Conservation and Recovery Act (42 U.S.C. §6901 et seq.) (“RCRA”) or regulations promulgated under or pursuant to RCRA; (iii) any substance regulated by the Toxic Substances Control Act (15 U.S.C. §2601 et seq.); (iv) gasoline, diesel fuel, or other petroleum hydrocarbons; (v) asbestos and asbestos containing materials, in any form, whether friable or non-friable; (vi) polychlorinated biphenyls; (vii) radon gas; and (viii) any additional substances or materials which are now or hereafter classified or considered to be hazardous or toxic under Environmental Requirements (as hereinafter defined) or the common law, or any other applicable laws relating to the Property. Hazardous Materials shall include, without limitation, any substance, the presence of which on the Property, (A) requires reporting, investigation or remediation under Environmental Requirements; (B) causes or threatens to cause a nuisance on the Property or adjacent property or poses or threatens to pose a hazard to the health or safety of persons on the Property or adjacent property; or (C) which, if it emanated or migrated from the Property, could constitute a trespass.

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5.3 Environmental Requirements. Environmental Requirements shall mean all laws, ordinances, statutes, codes, rules, regulations, agreements, judgments, orders, and decrees, now or hereafter enacted, promulgated, or amended, of the United States, the states, the counties, the cities, or any other political subdivisions in which the Property is located, and any other political subdivision, agency or instrumentality exercising jurisdiction over the owner of the Property, the Property, or the use of the Property, relating to pollution, the protection or regulation of human health, natural resources, or the environment, or the emission, discharge, release or threatened release of pollutants, contaminants, chemicals, or industrial, toxic or hazardous substances or waste or Hazardous Materials into the environment (including, without limitation, ambient air, surface water, ground water or land or soil).

5.4 Environmental Risks. Purchaser acknowledges that there are, or may be, certain environmental issues and/or risks with respect to the Property.

5.5 Indemnity. Purchaser hereby expressly acknowledges that from and after the Closing, Purchaser shall be responsible and liable for the proper maintenance and handling of any and all Hazardous Materials, if any, located in or on the Property or in the Improvements in accordance with all Environmental Requirements, including the regulations at 40 C.F.R. Section 61 as authorized under the Clean Air Act and all regulations promulgated or to be promulgated under all other applicable local, state or federal laws, rules or regulations, as same may be amended from time to time. Furthermore, from and after Closing, Purchaser shall indemnify and hold Seller harmless from and against any and all claims, costs, damages or other liability, including attorney’s fees, incurred by Seller as a result of any Hazardous Materials being located now or previously on the Property or in the Improvements or as a result of Purchaser’s failure to comply with the requirements of this Section in connection with Purchaser’s proper maintenance and handling of any and all Hazardous Materials, if any, located in or on the Property or in the Improvements. This Section shall survive the Closing of this Agreement.

5.6 Release. Purchaser, on behalf of itself and its heirs, successors and assigns hereby waives, releases, acquits and forever discharges Seller, its officers, directors, shareholders, employees, agents, attorneys, brokers, property managers, representatives, and any other persons acting on behalf of Seller and the successors and assigns of any of the preceding, of and from any and all claims, actions, causes of action, demands, rights, damages, costs, expenses or compensation whatsoever, direct or indirect, known or unknown, foreseen or unforeseen, which Purchaser or any of its heirs, successors or assigns now has or which may arise in the future on account of or in any way related to or in connection with any past, present, or future physical characteristic or condition of the Property or the Improvements (including, but not limited to, any vault that may be located in the Property and the access and operation of any such vault and the door(s) thereof, including any keys or codes with respect thereto obtained by Purchaser) including, without limitation, any Hazardous Materials in, at, on, under or related to the Property or the Improvements, or any violation or potential violation of any Environmental Requirement applicable thereto. Notwithstanding anything to the contrary set forth herein, this Section shall survive the Closing or termination of this Agreement.

THIS RELEASE INCLUDES CLAIMS OF WHICH PURCHASER IS PRESENTLY UNAWARE OR

WHICH PURCHASER DOES NOT PRESENTLY SUSPECT TO EXIST WHICH, IF KNOWN BY PURCHASER, WOULD MATERIALLY AFFECT PURCHASER’S RELEASE TO SELLER.

PURCHASER SPECIFICALLY WAIVES THE PROVISION OF CALIFORNIA CIVIL CODE SECTION 1542, WHICH PROVIDES AS FOLLOWS: “A GENERAL RELEASE DOES NOT EXTEND

TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR EXPECT TO EXIST IN HIS OR HER

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FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.” Seller’s initials ___________ Purchaser’s initials ___________ Notwithstanding anything to the contrary set forth herein, this release shall survive the Closing or termination of this Agreement.

5.7 Natural Hazard Disclosures. Purchaser hereby waives any obligation of Seller to deliver a report detailing the natural hazards affecting the Property prepared by an independent third party pursuant to California Civil Code Sec. 1102.4. Seller shall make the natural hazard disclosures pursuant to California Government Code Sections 8589.3, 8589.4 and 8589.5, and California Public Resources Code Sections 2621.9, 2694 and 4136.

6. CLOSING

6.1 Closing. The closing (the “Closing”) shall be held on a date determined by Seller (the “Closing Date”), which shall be thirty (30) days after the expiration of the Inspection Period (the “Closing Deadline”), provided Seller shall have the right to extend the Closing Deadline for up to an additional thirty (30) days. The Closing shall be held in escrow by delivering all documents and the Purchase Price to the Escrow Agent, or its designee, on or before the Closing Deadline, unless the parties mutually agree upon another time or date.

6.2 Possession. The parties acknowledge and agree that Seller shall remain in possession of the Property after Closing pursuant to the Lease and subject to Seller’s use of the Property pursuant to the ATM Lease.

6.3 Proration: Taxes. At Closing, pro-rations of income and expense and the apportionment of taxes shall be as follows:
(a) All prorations of income, expense and taxes shall be made as of midnight of the day prior to the Closing. Taxes shall be prorated based upon the maximum allowable discount and other applicable exemptions. If the Closing shall occur before the tax rate or the assessed valuation of the Property is fixed for the then current year, the apportionment of taxes shall be upon the basis of the tax rate for the preceding year applied to the latest assessed valuation based upon the maximum allowable discount and other applicable exemptions. Subsequent to the Closing, when the tax rate and the assessed valuation of the Property is fixed for the year in which the Closing occurs, the parties agree that there shall be no post-closing adjustment of the tax proration. If the Property is not assessed as a separate parcel for tax or assessment purposes, then such taxes and assessments attributable to the Property shall be determined by Seller in its reasonable discretion. If, as of the Closing, the Property is not being treated as a separate tax parcel, then Purchaser shall, at its sole cost and expense, use diligent best efforts to ensure that the Property is assessed separately for tax and assessment purposes within no more than one year from the Closing Date. (b) The agreements of Seller and Purchaser set forth in this Section 6.3 shall survive the Closing.

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6.4 Closing Costs. Except as otherwise expressly provided herein, Seller shall pay, on the Closing Date, all of the cost of the preparation of the Deed (as defined in Section 6.5 (a) below), any documentary stamps or transfer taxes on the deed and surtax, if any (exclusive of any that, under state or local laws, are imposed on the buyer or grantee), and certified and pending special assessment liens for which the work has been substantially completed, and Purchaser shall pay, on the Closing Date, the cost of the Title Commitment, including, without limitation, the cost of any title searches or abstracts of the Property, and the premium for the Owner’s Policy, all recording costs, intangible tax on any mortgage, documentary stamps or tax on any note, pending special assessment liens for which the work has not been substantially completed, the cost of any inspections conducted by or for the benefit of Purchaser, including, but not limited to, any zoning, permitting or other certification that may be obtained by Purchaser or that may be required to be delivered to Purchaser by any governmental authority as a condition to the conveyance of the Property from Seller to Purchaser, and any other customary charges and costs of closing.

In addition, Purchaser shall reimburse Seller for the cost of (a) the Title Commitment and any search fees, the Survey, and the Phase I, which costs are, as of the date hereof, $315.00 for the costs of the initial Title Commitment, $4,900.00 for the costs of the initial Survey, and $1,900.00 for the costs of the initial Phase I, and which costs for Survey and Phase I are in accordance with the rates negotiated by Seller with the vendors, and (b) any recertifications, endorsements and updates thereof required in connection herewith.

Notwithstanding the foregoing, in the event Purchaser assigns this Agreement after the full execution of this Agreement, provided Purchaser receives Seller’s consent for said assignment as outlined in Section

10.8 below, Purchaser shall be responsible for Seller’s attorney’s fees associated with said assignment in the amount of $750.00. Except as otherwise provided herein, each party shall pay its own attorneys’ fees.

Purchaser shall pay the cost of any escrow fees, closing fees, and any fees to prepare the Closing Statement (as defined in Section 6.5 (f) below) charged by the Escrow Agent. The premiums for the title insurance policies shall be at the rates promulgated by the state or recording district, as applicable, where the Property is located.

6.5 Seller’s Obligations at the Closing. At the Closing, Seller shall deliver to Escrow Agent, or its designee, each of the following documents but in no event earlier than the delivery to Seller of all of the proceeds of sale of the Property by wire transfer or immediately available U.S. funds:
(a) Deeds. A Grant Deed in the form approved for or otherwise customarily used for conveyances in the recording district in which the Property is situated (the “Deed”) properly executed by Seller for recording and conveying the Property and the Improvements located thereon to Purchaser subject to no exceptions other than the Permitted Exceptions. (b) Evidence of Authority. Copy of such documents and resolutions as may be acceptable to the Title Company, so as to evidence the authority of the person signing the Deed and other documents to be executed by Seller at the Closing. (c) Foreign Person. An affidavit of Seller certifying that Seller is not a “foreign person”, as defined in the Federal Foreign Investment in Real Property Tax Act of 1980 and the 1984 Tax Reform Act, as amended.
(d) Owner’s Affidavits. An executed affidavit or other document for the Property acceptable to the Title Company in issuing the Owner’s Policy without exception for possible lien claims of mechanics, laborers and materialmen or for parties in possession, and insuring the “gap.”

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(e) Bill of Sale and Assignment. Bill of Sale and Assignment for the Property (the “Bill of Sale”) executed by Seller and Purchaser assigning to Purchaser the Tangible Personal Property, in the form attached to this Agreement as Exhibit D.
(f) Closing Statement. A closing statement setting forth the allocation of closing costs, purchase proceeds, etc. (the “Closing Statement”).
(g) ATM Lease. The ATM Lease (as described in Section 1.2 above) executed by Seller, as tenant, leasing the Premises (as defined in the ATM Lease) from Purchaser, as landlord, in the form attached to this Agreement as Exhibit E.
(h) California Form 593-C. A properly executed California Form 593-C or other evidence sufficient to establish that Purchaser is not required to withhold any portion of the Purchase Price pursuant to Sections 18805 and 26131 of the California Revenue and Taxation Code.
(i) Other Documentation. Such other documents as may be reasonable and necessary in the opinion of the Title Company to consummate and close the purchase and sale contemplated herein pursuant to the terms and provisions of this Agreement, provided Seller shall not be required to cure any title objections.

6.6 Purchaser’s Obligations at the Closing. At the Closing, Purchaser shall deliver to Seller the following:
(a) Purchase Price. The Purchase Price by wire transfer of immediately available U.S. fund.
(b) Evidence of Authority. Such consents and authorizations as Seller may reasonably deem necessary to evidence authorization of Purchaser for the purchase of the Property, the execution and delivery of any documents required in connection with Closing and the taking of all action to be taken by the Purchaser in connection with Closing. (c) Bill of Sale and Assignment. Bill of Sale and Assignment for the Property (the “Bill of Sale”) executed by Seller and Purchaser assigning to Purchaser the Tangible Personal Property, in the form attached to this Agreement as Exhibit D.
(d) Closing Statement. A closing statement setting forth the allocation of closing costs, purchase proceeds, etc. (the “Closing Statement”). Lease and ATM Lease. (e) ATM Lease. The ATM Lease (as described in Section 1.2 above) executed by Purchaser, as landlord, leasing the Premises (as defined in the ATM Lease) to Seller, as tenant, in the form attached to this Agreement as Exhibit E.
(f) California Filing. A properly executed Preliminary Change of Ownership Report. (g) Other Documentation. Such other documents as may be reasonable and necessary in the opinion of the Title Company to consummate and close the purchase and sale contemplated

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herein pursuant to the terms and provisions of this Agreement, including without limitation the Closing Statement.

7. RISK OF LOSS

7.1 Condemnation. If, after the date of this Agreement and prior to the Closing, action is initiated to take the Property by eminent domain proceedings or by deed in lieu thereof, Purchaser may either (a) Terminate this Agreement, or (b) consummate the Closing, in which latter event the award of the condemning authority shall be assigned to Purchaser at the Closing. If, prior to the date of this Agreement, an action has been initiated to take any of the Property by eminent domain proceedings or by deed in lieu thereof, any award made by the condemning authority shall be paid to Seller and the portion of the Property taken shall be deleted from the Property without a reduction in the Purchase Price.

7.2 Casualty. Seller assumes all risks and liability for damage to or injury occurring to the Property by fire, storm, accident, or any other casualty or cause until the Closing has been consummated.

If the Property and its Improvements suffer any damage in excess of $100,000.00 prior to the Closing from fire or other casualty, which Seller, at its sole option, does not repair, Purchaser may either (a) Terminate this Agreement, or (b) consummate the Closing, in which latter event the proceeds of any insurance not exceeding the Purchase Price and covering such damage shall be assigned to Purchaser at the Closing. If the Property and its Improvements suffer any damage less than or equal to $100,000.00 prior to the Closing, Purchaser agrees that it will consummate the Closing and accept the assignment of the proceeds of any insurance covering such damage at the Closing.

8. DEFAULT

8.1 Default by Purchaser. The parties acknowledge that in the event of a default by Purchaser, Seller’s actual damages would be extremely difficult or impracticable to determine; therefore, the parties agree that the amount of the Earnest Money has been agreed upon, as the parties’ reasonable estimate of Seller’s damages, and in the event that Purchaser fails to perform all of Purchaser’s obligations under this Agreement, and any such failure continues for ten (10) business days after the date of written notice (which written notice shall detail such failure), Seller shall be entitled to Terminate this Agreement by written notice to Purchaser of such termination and the Earnest Money deposited hereunder by Purchaser, together with all interest earned thereon, shall be paid to Seller within five (5) business days of such written notice of termination, as liquidated damages and such shall be Seller’s sole and exclusive remedy at law or in equity for any default by Purchaser under this Agreement; provided that such liquidated damages shall not be a limitation upon any obligation of the Purchaser to indemnify and hold harmless the Seller contained in this Agreement. The obligations of Purchaser set forth in this Section 8.1 shall survive the termination of this Agreement.

IN ADDITION, THE EVENT THE CLOSING AND THE CONSUMMATION OF THE TRANSACTION

HEREIN CONTEMPLATED DOES NOT OCCUR AS HEREIN PROVIDED BY REASON OF ANY

DEFAULT OF PURCHASER, PURCHASER AND SELLER AGREE THAT IT WOULD BE

IMPRACTICAL AND EXTREMELY DIFFICULT TO ESTIMATE THE DAMAGES SUFFERED BY SELLER AS A RESULT OF PURCHASER’S FAILURE TO COMPLETE THE PURCHASE OF THE

PROPERTY PURSUANT TO THIS AGREEMENT, AND THAT UNDER THE CIRCUMSTANCES

EXISTING AS OF THE DATE OF THIS AGREEMENT, THE LIQUIDATED DAMAGES PROVIDED

FOR IN THIS SECTION REPRESENT A REASONABLE ESTIMATE OF THE DAMAGES WHICH

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SELLER WILL INCUR AS A RESULT OF SUCH FAILURE; PROVIDED, HOWEVER THAT THIS PROVISION WILL NOT LIMIT SELLER’S RIGHT TO RECEIVE REIMBURSEMENT FOR ATTORNEYS’ FEES, NOR WAIVE OR AFFECT PURCHASER’S INDEMNITY OBLIGATIONS AND SELLER’S RIGHTS TO THOSE INDEMNITY OBLIGATIONS UNDER THIS AGREEMENT, NOR WAIVE OR AFFECT PURCHASER’S OBLIGATIONS TO RETURN OR PROVIDE TO SELLER

DOCUMENTS, REPORTS OR OTHER INFORMATION PROVIDED TO OR PREPARED BY OR FOR PURCHASER PURSUANT TO APPLICABLE PROVISIONS OF THIS AGREEMENT. THEREFORE,

PURCHASER AND SELLER DO HEREBY AGREE THAT A REASONABLE ESTIMATE OF THE

TOTAL NET DETRIMENT THAT SELLER WOULD SUFFER IN THE EVENT THAT PURCHASER

DEFAULTS AND FAILS TO COMPLETE THE PURCHASE OF THE PROPERTY IS AN AMOUNT EQUAL TO THE LIQUIDATED DAMAGES AS SET FORTH ABOVE IN THIS SECTION 8.1. SAID

AMOUNT WILL BE THE FULL, AGREED AND LIQUIDATED DAMAGES FOR THE BREACH OF THIS AGREEMENT BY PURCHASER. THE PAYMENT OF SUCH AMOUNT AS LIQUIDATED

DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY WITHIN THE MEANING OF CALIFORNIA CIVIL CODE SECTIONS 3275 OR 3369, BUT IS INTENDED TO CONSTITUTE

LIQUIDATED DAMAGES TO SELLER PURSUANT TO CALIFORNIA CIVIL CODE SECTIONS 1671, 1676 AND 1677. SELLER HEREBY WAIVES THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 3389. UPON DEFAULT BY PURCHASER, THIS AGREEMENT WILL BE TERMINATED AND, EXCEPT FOR PURCHASER’S INDEMNITY AND OTHER SPECIFIC

OBLIGATIONS REFERRED TO HEREIN WHICH MAY BE ENFORCED BY SELLER (IN ADDITION TO COLLECTION AND RETENTION BY SELLER OF PURCHASER’S DEPOSIT AS PROVIDED

HEREUNDER), NEITHER PARTY WILL HAVE ANY FURTHER RIGHTS OR OBLIGATIONS

HEREUNDER, EACH TO THE OTHER EXCEPT FOR THE RIGHT OF SELLER TO COLLECT SUCH LIQUIDATED DAMAGES FROM PURCHASER AND ESCROW HOLDER.

Seller’s initials ___________ Purchaser’s initials ___________

8.2 Default by Seller. The parties acknowledge that in the event of a default by Seller, Purchaser’s actual damages would be extremely difficult or impracticable to determine; therefore, the parties agree that the amount of the Earnest Money, together with (a) all interest earned thereon and (b) the sum of $5,000.00 has been agreed upon, as the parties’ reasonable estimate of Purchaser’s damages, and should Seller default, and should any such default continue for five (5) business days after the date of written notice (which written notice shall detail such default), Purchaser shall be entitled to Terminate this Agreement by written notice to Seller of such termination and the Earnest Money deposited hereunder by Purchaser, together with the sums listed in (a) and (b) above, shall be returned to Purchaser and such shall be Purchaser’s sole and exclusive remedy at law or in equity for any default by Seller under this Agreement.

8.3 Return/Delivery of Earnest Money. In the event the Earnest Money is returned to the Purchaser, as provided in Section 8.2 above, or delivered to the Seller, as provided in Section 8.1 above, upon the return or delivery of the same, the parties hereto shall have no further rights, obligations or liabilities with respect to each other hereunder, except for the obligations specified in Section 4.2, Section

4.3, Section 4.4 and Section 10.2 hereof.

Nothing set forth herein shall release Purchaser from its obligations and indemnifications set forth in Section 4.2, Section 4.3, Section 4.4, and Section 10.2 of this Agreement.

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9. FUTURE OPERATIONS

9.1 Future Operations. From the date of this Agreement until the Closing or earlier termination of this Agreement, Seller will (a) maintain the Property in a manner consistent with Seller’s past practices with respect to the Property, notwithstanding any Improvements which may commence prior to the execution of the ATM Lease, provided the Improvements are consistent with the terms of the ATM Lease, and (b) promptly advise Purchaser of any litigation, arbitration or administrative hearing condemnation or damage or destruction concerning the Property arising or threatened of which Seller has written notice.

9.2 Trade Fixtures and Equipment. Purchaser acknowledges that Seller previously operated a banking facility on the Property, and will continue to operate ATM(s) under the terms of the ATM Lease.

Seller shall be entitled (at Seller’s option), at any time before or after Closing, and at any time throughout the Term (as such term is defined in the ATM Lease) of the ATM Lease, to remove from the Property all trade fixtures, equipment, ATMs, furniture, furnishings, artwork, appliances, supplies, records, documents, cash, coin, and other items of moveable personal property relating to the operation of Seller’s business that may be situated upon the Property (including, without limitation, all safes, vaults, vault doors, signage, pylons, alarms and security equipment, auxiliary generators, cubicles and removable partitions, computers and computer-related equipment, telecommunication equipment, halon systems, draperies, and decorations), and such items removed by Seller shall be excluded from the Improvements and Tangible Personal Property to be conveyed hereunder and shall remain the property of Seller, along with the Banking Equipment (as defined in Section 1.1(e)) to be operated by Seller at the Property pursuant to the ATM Lease. Seller shall have no obligation to repair any damage to the Property caused by the removal of such items, and Purchaser shall accept the Property in its then-existing condition at Closing.

9.3 Customer Information. Notwithstanding anything contained in this Agreement to the contrary, no computer servers, desktop stations, laptops, files, documents, records or other personal property which could reasonably be expected to contain customer information, proprietary information or other confidential information (collectively, the “Protected Items”) shall become the property of or shall be disposed of by Purchaser. In the event any Protected Items remain on the Property after Closing, Purchaser shall notify Seller immediately and shall promptly provide access during normal business hours for Seller to retrieve said items; it being acknowledged by both Purchaser and Seller that such items may contain sensitive, confidential and/or proprietary information which is subject to federal and/or state regulations as to ownership, possession, storage, disposal, removal or other handling. Further, Purchaser shall not make any copies of the information contained in the Protected Items, nor display or disseminate the Protected Items or the information contained therein to any third parties. Purchaser agrees that it will not contact any media outlet or other third party to publicize any Protected Items left on the Property. Upon request, Purchaser shall execute a certificate in a form prepared and provided by the Seller, attesting under penalty of perjury to the foregoing. This provision shall survive Closing.

9.4 Restricted Use. Purchaser, as Landlord under the ATM Lease (together with any successor or assign of Purchaser, herein called “ATM Landlord”), shall not use or permit the Property to be used by any person or entity for “retail banking purposes” (the “Use Restriction”), except by the Seller, as Tenant, for the term of the ATM Lease, and any extension thereof (the “Restricted Period”). The term “retail banking purposes” shall include, without limitation, receiving deposits or making loans to the general public, engaging in the sale of insurance or securities, providing trust services or engaging in stock or mortgage brokerage, whether done by a state bank, national bank, savings and loan association, credit union or other entity, whether by walk-in or drive-up teller facility, ATM or otherwise. In addition, during the

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Restricted Period, other than by Seller, as Tenant under the ATM Lease: (i) there shall be no signage or advertising of any type placed or permitted upon any portion of the Property that relates to a financial institution, including Purchaser or ATM Landlord (the “Signage Restriction”), and (ii) other than Seller, as Tenant under the ATM Lease, there shall be no public announcements, advertising, solicitations, business development, notices or other publications relating in any manner to the present or future operation of a financial institution, including Purchaser or ATM Landlord, upon the Property (the “Advertising Restriction”); provided neither the Signage Restriction nor the Advertising Restriction shall be construed to prohibit Purchaser from including the name or any financial institution as part of a sign, public announcement, notice, or other publication relating to an event held or expressly sponsored by Purchaser.

In the event of a violation of the aforesaid Use Restriction, Advertising Restriction or Signage Restriction (collectively, the “Restrictions”), which violation is not cured within fifteen (15) days after Seller, as Tenant, delivers written notice to ATM Landlord. Seller shall be entitled to pursue all remedies available at law or in equity, including, without limitation, injunctive relief. In addition, Seller shall be entitled to recover from ATM Landlord liquidated damages in the amount of $500.00 per day for any violation of the Restrictions commencing on the tenth (10th) day after Seller’s written notice of such violation. The parties recognize and acknowledge that the foregoing liquidated damages are reasonable and do not constitute a penalty and are being imposed due to the difficulty of calculating the actual damages that would result from a violation of the Restrictions. In the event of any litigation relating to the enforcement of the provisions contained in this Section, the prevailing party shall be entitled to recover all costs and expenses, including reasonable attorneys’ fees. The Restrictions shall run with the land. The provisions contained in this Section 9.4 shall survive the Closing and shall be included in the Deed and/or Memorandum of Lease. 10 MISCELLANEOUS

10.1 Notices. All notices, demands and requests which may be given or which are required to be given by either party to the other under this Agreement, and any exercise of a right of termination provided by this Agreement, shall be in writing and shall be deemed effective when either: (i) personally delivered to the intended recipient; (ii) three (3) business days after having been sent, by certified or registered mail, return receipt requested, addressed to the intended recipient at the address specified below; (iii) delivered in person to the address set forth below for the party to whom the notice was given; or (iv) at noon of the business day next following after having been deposited into the custody of a nationally recognized overnight delivery service such as Federal Express Corporation or UPS, addressed to such party at the address specified below. Any notice sent as required by this section and refused by recipient shall be deemed delivered as of the date of such refusal. For purposes of this Section 10.1, the addresses of the parties for all notices are as follows (unless changed by similar notice in writing given by the particular person whose address is to be changed):

IF TO SELLER: Bank of America, National Association
Real Estate Services
Two Smith St.

Mail Code MA6-152-02-01
Wakefield, MA 01880
Attention: Kathleen M. Luongo (CA6-211)
Telephone: 781.756.4818
Email: [email protected]

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WITH A COPY TO: Katten Muchin Rosenman LLP
615 S. College Street, Suite 1700
Charlotte, NC 28202-3354
Attention: Jennifer Dunbar
Telephone: 704.344.3077
Email: [email protected]
IF TO PURCHASER: ___________________________________
___________________________________
___________________________________
Attn: _______________________________
Telephone: ______________
Email: ___________
WITH A COPY TO: ___________________________________
___________________________________
___________________________________
Attn: _______________________________
Telephone: _______________
Email: ____________

IF TO ESCROW AGENT/
TITLE COMPANY: First American Title Insurance Company
121 W. Trade St., Suite 2175
Charlotte, NC 28202
Attn: Debbie Stewart
Telephone: 704.405.3225
Email: [email protected]

10.2 Real Estate Commissions. Seller agrees to pay Cushman & Wakefield (“Broker”), upon the closing of the transaction contemplated hereby, and not otherwise, a cash commission in accordance with a separate agreement between Seller and Broker. Purchaser agrees to pay any commission due Purchaser’s broker, if applicable. Purchaser acknowledges that Seller has no obligations, either express or implied, to Purchaser’s broker and that this Agreement shall not create any privity of contract between Seller and Purchaser’s broker.

As used herein, “Acquisition Fees” shall mean all fees paid to any person or entity in connection with the selection and purchase of the Property including real estate commissions, selection fees, nonrecurring management and startup fees, development fees or any other fee of similar nature. Seller and Purchaser each hereby agree to indemnify and hold harmless the other from and against any and all claims for Acquisition Fees or similar charges with respect to this transaction, arising by, through or under the indemnifying party, and each further agrees to indemnify and hold harmless the other from any loss or damage resulting from an inaccuracy in the representations contained in this Section 10.2. This indemnification agreement of the parties shall survive the Closing.

10.3 Entire Agreement. This Agreement embodies the entire agreement between the parties relative to the subject matter hereof, and there are no oral or written agreements between the parties, nor

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any representations made by either party relative to the subject matter hereof, which are not expressly set forth herein, as this Agreement supersedes all prior negotiations or agreements between Seller and Purchaser with respect to the subject matter hereof, including, but not limited to, any term sheet, letter of intent, or other communication.

10.4 Amendment. This Agreement may be amended only by a written instrument executed by the party or parties to be bound thereby.

10.5 Headings. The captions and headings used in this Agreement are for convenience only and do not in any way limit, amplify, or otherwise modify the provisions of this Agreement.

10.6 Time of Essence. Time is of the essence of this Agreement; however, if the final date of any period which is set out in any provision of this Agreement falls on a Saturday, Sunday or legal holiday under the laws of the United States or the state in which the Property is located, then, in such event, the time of such period shall be extended to the next day which is not a Saturday, Sunday or legal holiday.

10.7 Governing Law. This Agreement shall be governed by the laws of the State in which the Property is located and the laws of the United States pertaining to transactions in such State. For any controversy hereunder, the parties shall submit to the venue of a court of competent jurisdiction in the county in which the Property is located. All of the parties to this Agreement have participated freely in the negotiation and preparation hereof; accordingly, this Agreement shall not be more strictly construed against any one (1) of the parties hereto.

10.8 Successors and Assigns; Assignment. This Agreement shall bind and inure to the benefit of Seller and Purchaser and their respective heirs, executors, administrators, personal and legal representatives, successors and assigns. Purchaser shall not assign Purchaser’s rights under this Agreement without the prior written consent of Seller, which may be denied in Seller’s sole discretion. In the event any assignment of rights is approved and the Property is conveyed to an assignee of Purchaser, such assignment and conveyance shall not alter, impair or relieve either Purchaser or such assignee from the waivers, acknowledgments, assumptions and agreements of Purchaser set forth herein, all of which are binding upon the assignee of Purchaser, and all of which are expressly assumed by such assignee as among the obligations and liabilities which survive the Closing by the closing of the transaction and acceptance of the Deed.

10.9 Invalid Provision. If any provision of this Agreement is held to be illegal, invalid or unenforceable under present or future laws, such provision shall be fully severable; this Agreement shall be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part of this Agreement, and the remaining provisions of this Agreement shall remain in full force and effect and shall not be affected by such illegal, invalid, or unenforceable provision or by its severance from this Agreement.

10.10 Attorneys’ Fees. In the event it becomes necessary for either party hereto to file suit to enforce this Agreement or any provision contained herein, the party prevailing in such suit shall be entitled to recover, in addition to all other remedies or damages, as provided herein, reasonable attorneys’ fees, paralegal fees and cost incurred in such suit at trial, appellate, bankruptcy and/or administrative proceedings.

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10.11 Multiple Counterparts. This Agreement may be executed in a number of identical counterparts which, taken together, shall constitute collectively one (1) agreement; but in making proof of this Agreement, it shall not be necessary to produce or account for more than one such counterpart executed by the party to be charged.

10.12 Date of this Agreement. As used in this Agreement, the terms “date of this Agreement”, “Effective Date”, or “date hereof” shall mean and refer to the date on which Seller executes this Agreement.

10.13 Exhibits. The following exhibits are attached to this Agreement and are incorporated into this Agreement and made a part hereof:
(a) Exhibit A, the Land;
(b) Exhibit B, the Earnest Money Escrow Agreement Terms; (c) Exhibit C, the Permitted Exceptions;
(d) Exhibit D, the Bill of Sale; and
(e) Exhibit E, the ATM Lease Agreement.

10.14 Authority. Each party hereto represents and warrants to the other that the execution of this Agreement and any other documents required or necessary to be executed pursuant to the provisions hereof are valid, binding obligations and are enforceable in accordance with their terms.

10.15 Recordation; Publicity. Neither this Agreement nor any memorandum or other summary of this Agreement shall be placed of public record under any circumstances except with the prior written consent of the Seller and the Purchaser. In addition, from and after the effective date of this Agreement, whether this Agreement is closed or Terminated, neither Purchaser nor Seller shall make or permit to be made any public announcements or press releases concerning the existence of this Agreement, the terms of the purchase of the Property or any other information concerning this Agreement or the transaction contemplated herein, without the prior written consent of Seller and Purchaser.

10.16 Confidentiality. The terms of this Agreement shall remain confidential, except to the extent disclosure is required by the Federal Reserve or other governmental authorities or required in order to close the transactions contemplated in this Agreement. Seller expressly acknowledges that Purchaser is a public agency subject to the requirements of the California Public Records Act, the Ralph M. Brown Act, and similar governmental transparency laws, and Seller therefore expressly agrees that nothing in this Agreement or any other agreement between Seller and Purchaser shall be construed as limiting or inhibiting Purchaser’s ability to comply with such laws. From and after the date of this Agreement, except as otherwise required by law or with the prior written consent of the other party, neither Purchaser nor Seller shall prior to Closing make or permit to be made any public announcements or press releases concerning this Agreement, the terms of the purchase of the Property or any other information concerning this Agreement or the transaction contemplated herein. After the Closing, the parties will agree on the information contained in any press release or announcement as to the Closing of the transaction contemplated by this Agreement. Nothing in this Section

10.18, shall be construed to require Seller’s consent, permission, or input as to any announcement or notice that Purchaser, as a public agency, is legally required to make or deliver. This provision shall survive the Closing of this Agreement.

10.17 Section 1031 Exchange. Either Seller or Purchaser shall have the right to treat this Property as part of a tax-deferred like-kind exchange under Section 1031 of the Internal Revenue Code and, to that end,

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shall have the right to assign or otherwise alter this Agreement in order to accomplish that objective, provided the net economic effect (including the date of Closing and the exposure of the parties to liability) shall be essentially the same as under this original Agreement.

10.18 Digital Image; Facsimile Execution. A facsimile, digital or electronic copy (such as a pdf or other computer image) of this Agreement or any of the documents to be delivered at Closing under Section 6.5 and 6.6, and any signatures thereon, shall be considered for all purposes as originals when delivered and shall be valid and effective to bind the party so signing when delivered and released by the party so signing. The parties agree to accept a digital image of this Agreement or any of the documents to be delivered at Closing under Section 6.5 and 6.6, as executed, as a true and correct original and admissible as best evidence for the purposes of State law, Federal Rule of Evidence 1002, and like statutes and regulations, and to the extent permitted by a court with proper jurisdiction. Notwithstanding the foregoing, originals of the Deed and any local filings related thereto that are required to be recorded or filed as original signed copies shall be delivered in accordance with Article 6.

10.19 Economic Sanctions Compliance. Purchaser represents that neither Purchaser nor any of its subsidiaries or, to the knowledge of the Purchaser, any director, officer, employee, agent, affiliate or representative of the Purchaser is an individual or entity (“Person”) currently the subject of any sanctions administered or enforced by the United States Department of Treasury’s Office of Foreign Assets Control (“OFAC”), or other relevant sanctions authority (collectively, “Sanctions”), nor is Purchaser located, organized or resident in a country or territory that is the subject of Sanctions; and Purchaser represents and covenants that it has not knowingly engaged in, is not now knowingly engaged in, and shall not engage in, any dealings or transactions with any Person, or in any country or territory, that is the subject of Sanctions.

10.20 Employee and Insiders Representation. If Purchaser is or includes an individual person, Purchaser represents and warrants that it is not an employee or a spouse, domestic partner or dependent child of an employee of Seller and that no employee or spouse, domestic partner or dependent child of an employee of Seller has a controlling interest in Purchaser. If Purchaser is or includes an entity (such as a limited liability company, partnership, corporation), Purchaser represents and warrants that no employee or spouse, domestic partner or dependent child of an employee of Seller has a controlling interest in Purchaser.

If Purchaser is or includes a trust, Purchaser represents and warrants that neither Purchaser nor any trustee or beneficiary of Purchaser is an employee or spouse, domestic partner or dependent child of an employee of Seller and that no employee or spouse, domestic partner or dependent child of an employee of Seller has a controlling interest in Purchaser. Without limiting the foregoing, the Prohibition on the Purchase of Property by Bank of America Employees and Insiders Policy (“Policy”) prohibits Bank of America employees and their spouses or domestic partners or dependent children that live with the employee, or any other person residing in the household who derives his or her primary means of financial support from the employee (herein, referred to as “Household Members”) from purchasing Bank Controlled Properties (as defined in the Policy). The prohibition applies as well to directors, executive officers and any principal shareholders of Bank of America (together referred to as “Insiders” and defined further in the Regulation O policy). Per Regulation O, Insiders are further defined as a Director, Regulation O Executive Officer, or a Related Interest (as defined in the Policy) of Bank of America, National Association. Related Interests are further defined as a company, partnership, or other legal entity that is controlled by an Insider, or a political or campaign committee that is controlled by or that benefits that Insider. Control is defined generally as the ability to vote twenty-five percent (25%) or more of any class of voting securities of an entity, the ability to control the election of a majority of the directors of an entity, or the ability to exercise