Hemet City Council
October 22, 2024

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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 041123 Vendor Name: Musco Sports Lighting, LLC DocuSign Envelope ID: 09C0C94C-5609-4D22-8D12-726BA3F86A50

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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. - James Hansen, Secretary, Musco Sports Lighting, LLC 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_1_Sports_Lighting_RFP_041123
Mon April 3 2023 04:23 PM
1 Bid Number: RFP 041123 Vendor Name: Musco Sports Lighting, LLC DocuSign Envelope ID: 09C0C94C-5609-4D22-8D12-726BA3F86A50

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Musco Sports Lighting, LLC #041123-MSL
Pricing for contract #041123-MSL is provided at 5% off list price for materials to Sourcewell participating agencies.

Musco Sports Lighting, LLC is a custom designed, engineered to order lighting system. Any pricing obtained from Musco Sports Lighting, LLC already has the 5% discount for the materials applied.

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City of Hemet
City Council Meeting

STAFF REPORT
Meeting: City Council Meeting - Oct 22 2024
Department: Administration
Submitted by: Mark Prestwich, City Manager
Alan Reyes, Communications and Events Coordinator;
☐ Receive and File ☒ Consent Calendar ☐ Business Item ☐ Public Hearing TITLE:

Requesting Approval to Etch the Names of Richard Alvarez and Louis Morales on the Hemet Veterans Memorial at Gibbel Park
RECOMMENDED ACTION:

It is respectfully recommended that the City Council:

Pass a Motion approving the request to add the names of Richard Alvarez and Louis Morales on the Veterans Memorial Wall at Gibbel Park.

BACKGROUND:

The Veterans Ad-Hoc Committee, consisting of Mayor Males and Mayor Pro Tem Peterson, was formed in 2022 with the purpose of developing a process for the etching of the stones at the Gibbel Park Veterans Memorial. In 2023, the City Council approved a policy and procedures to facilitate consideration of names proposed to be added to the Veterans Memorial.

DISCUSSION:

The Veterans Memorial Ad-Hoc Committee is recommending the addition of Richard Alvarez and Louis Morales to the etched names at the Veterans Memorial at Gibbel Park.

Mr. Alvarez served in the Army from 1965 to 1967 and in that time served in Vietnam, earning a National Defense Service Medal, Vietnam Campaign Medal with Device, Vietnam Service Medal, and Sharpshooter (Rifle M-14). He also received a Good Conduct Medal.

Richard Alvarez passed away on December 27, 2020 following complications from Agent Orange.

Mr. Morales served in the Army from 1964 to 1966 and in that time served in Vietnam, earning a Vietnam Service Medal, National Defense Service Medal, and Sharpshooter (Rifle M-14).

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Louis Morales passed away on May 28, 2024, following complications from Agent Orange.

The Ad-Hoc Committee did receive a third request for etching; however, the veteran did not qualify as he did not serve in a conflict or war.

It is the recommendation of the Ad-Hoc Committee to honor Mr. Alvarez and Mr. Morales by etching their names into the stone slab which will be unveiled at the Veterans Day holiday celebration.

PREVIOUS COUNCIL ACTION:

At the regular City Council Meeting on July 11, 2023, the Council approved a Veterans Memorial Procedure Policy.

STRATEGIC PLAN INTEGRATION:

GOAL THREE: COMMUNITY ENGAGEMENT
To connect and participate in a constant dialogue between members of the community, City staff, and elected officials to promote togetherness and positivity.

Objective 1: Deliver messaging to the Community that connects, is consistent, and relevant.

Objective 2: Increase transparency for the public.

Objective 3: Increase the community's pride within the City.

FISCAL IMPACT:

The cost of etching two names on the Hemet Veterans Memorial is approximately $3,500 and will be absorbed by the General Fund’s fiscal year 2024-25 budget (Fund 100-1201-2710 – Professional Services) if approved.

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City of Hemet
City Council Meeting

STAFF REPORT
Meeting: City Council Meeting - Oct 22 2024
Department: Community Development
Submitted by: Mark Prestwich, City Manager
Benigno Sandoval, Economic Development Manager;
☐ Receive and File ☒ Consent Calendar ☐ Business Item ☐ Public Hearing TITLE:

Consideration of City of Hemet Permitting Fee Waiver, Road Closure, and Use of Staff Overtime for the Turkey Giveaway Event in Partnership with Assembly Member Dr. Corey A. Jackson, Supervisor Yxstian Gutierrez and Black Voices of the Valley on November 23, 2024 RECOMMENDED ACTION:

It is respectfully recommended that the City Council:

Pass a Motion authorizing the waiver the City of Hemet permitting fees of $1,660.66, for the Road Closure on Harvard Street, and use of Staff Overtime for the Turkey Giveaway Event on November 23, 2024.

BACKGROUND:

Black Voices of the Valley, in partnership with Assembly Member Dr. Corey Jackson and Supervisor Gutierrez, has submitted a request to host the First Annual Turkey Giveaway Event on Harvard Street on November 23, 2024. The Event is open to residents. Pre-registration will be required to obtain one of the 500 turkeys being given away.

The Turkey Giveaway Event will encompass a drive-through component to pass out over 500 turkeys, 500 food boxes and a variety of wraparound services. The City of Hemet will also have a table to provide information about programs and services.

The event is planned to take place behind the Hemet City Library on Harvard Street on Saturday, November 23, 2024, from 10:00 AM to 3:00 PM. North Harvard Street will be closed off for the duration of the event and for a few hours before/after for set-up and clean-up.

ANALYSIS:

City of Hemet permitting fees are as follows:

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* PLANNING FEES 2695-120-0224
- BUILDING PERMIT PLAN REVIEW BY PLANNING 2695-120-0224 = $100.00 * MICROFILM REPRODUCTION FEE 2636-120-0636
- MICROFILM 11 X 17 OR LESS 2636-120-0636 = $5.00
* FIRE PLAN REVIEW 2631-110-0631
- GENERATOR FIRE PLAN REVIEW 2631-110-0631 = $92.00
- SPECIAL EVENT FIRE PLAN REVIEW 2631-110-0631 = $184.00 * FIRE DEPARTMENT PERMITS 5630-110-0632
- GENERATOR FIRE PERMIT 5630-110-0632 = $96.46
- SPECIAL EVENT FIRE PERMIT 5630-110-0632 = $59.00
* ELECTRICAL PLAN REVIEW 2630-120-0630
- GENERATOR 10KW OR LESS PLAN REVIEW 2630-120-0630 = $184.00 * ELECTRICAL PERMIT FEES 2630-120-0630
- GENERATOR UNDER 10 KW PERMIT 2630-120-0630 = $276.00
* BUILDING PROCESSING FEE 2221-120-0221
- PERMIT PROCESSING FEE BUILDING/FIRE/PLANNING 2221-120-0221 = $92.00 * BUILDING PLAN REVIEW 2630-120-0630
- CARNIVAL OR FOOD TRUCK EVENT PLAN REVIEW 2630-120-0630 = $184.00 * BUILDING PERMITS 2221-120-0221
* CARNIVAL OR FOOD TRUCK BUILDING PERMIT 2221-120-0221 = $368.00 * BUILDING STANDARDS FEE 2895-120-2019 = $1.00
* PLAN STORAGE 2635-120-0635 = $3.60
* SEISMIC FEE COMMERCIAL 2651-110-2039 = $5.60
* TECHNOLOGY FEE - BUILDING 2291-120-0291 = $4.00
* TRAINING FEE 2694-120-0223 = $6.00
Total = $1,660.66
PREVIOUS COUNCIL ACTION:

Approved the Dia de los Muertos event, Summer Valley Kickoff and the Shelter Pathways Homeless Wraparound Services Event.

STRATEGIC PLAN INTEGRATION:

GOAL ONE: QUALITY OF LIFE:

To ensure that Hemet is safe, clean, attractive and comfortable for all who live, work, and visit.

Objective 1: Enhance the visual appearance of the community to make it attractive and reduce blight.

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Objective 3: Increase Public Safety visibility and response.

GOAL TWO: ECONOMIC OPPORTUNITY
To ensure that Hemet is a hub, with access to quality jobs, shopping options, and a varied and sustained tax base.

Objective 1: Develop business practices that welcome new development by streamlining processes.

Objective 2: Provide resources for new businesses to enhance the customer service experience.

GOAL THREE: COMMUNITY ENGAGEMENT
To connect and participate in a constant dialogue between members of the community, City staff, and elected officials to promote togetherness and positivity.

Objective 1: Deliver messaging to the Community that connects, is consistent, and relevant.

Objective 3: Increase the community's pride within the City.

GOAL FOUR: PARTNERSHIP & COLLABORATION
To pursue partnerships that will increase the opportunities available to the community, including our businesses, unemployed, and youth populations.

Objective 1: Develop concepts and programs to increase opportunities for youth recreation.

Objective 2: Develop concepts and programs to enhance the quality of life services.

Objective 3: Develop programs to offer support to the community's businesses GOAL FIVE: ORGANIZATIONAL EFFECTIVENESS
To identify the work needed inside the City organization to effectively provide services to the community and ensure financial stability.

Objective 1: Operate in a financially sustainable manner.

Objective 2: Evaluate existing practices to ensure continuity with industry best practices.

Objective 3: Provide Council with policies that are consistent while lessening liabilities.

FISCAL IMPACT:

If the waiver is approved, the City will not collect fees of $1,660.66 to cover the cost of services. The City will absorb the cost of overtime for Public Works Staff if approved.

Staff overtime and equipment costs:
*Public Works Staff - Three employees for four hours overtime/each (two hours set up/two hours take down) = $950
*Facility Technician - one employee (10 hours overtime) = $880 *Equipment Cost (K-Rail/In-kind) = $500
*Fire staff - inspection (two hours overtime) = $300
Total = $2,630
ALTERNATIVE(S):

Consider waiving certain parts of the request.

ATTACHMENT(S):

Turkey Giveway - Event Flyer
Turkey Giveway - Event Map
City of Hemet TUP - Turkey Giveaway Event

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Street Closure
Southbound Street Closure
10x10 Non-car Pickup & Main Booth
Drive Thru Pick-up Route
Right Turn Only
Northbound Street Closure
Public Street Parking
Public Street Parking
Point of Contact
Dr. Stephanie Bruce
(916) 969-2232
Turkey Giveaway
200 Block N Harvard St
Saturday, November 23, 2024

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to «9“qu
(Vlv‘rtd By
""‘Pv Mxigned a Rm tvmnDare
" lwant nave a
Temporary Use Permit ’@
1‘ PLEASEREVIEWTHE TEMPORARYUSE PERMITAPPLICATION

AND INSTRUCTIONS PRIORTO COMPLETIONOF FORM
The city of Hemet is thrilled to welcome residents and visitors who are eager to host community events. Whether it’s a charity fundraiser, or a cultural celebration, the city encourages its citizens to take an active role in fostering a sense of community. To ensure smooth coordination and adequate planning, event organizers are reminded to submit their applications at least 60 days before the scheduled date. This allows ample time for review, permits, and any necessary arrangements to be made, ensuring a successfuland enjoyable experience for all participants. Let's come together and make Hemet an even brighter place to live, one event at a time!
A Temporary Use Permit Application can be printed online or pickedup at and submittedto:

Attn: Temporary Use Permit
Community 8‘ Economic Development Department
Planning Division
445 East Florida Avenue
Hemet, CA92543
For more information, please contact (951) 765-2375 or [email protected].

FOROFFICEUSEONLY

COMMUNITYDEVELOPMENTDEPARTMENT
445 E. FloridaAve, Hemet, CA92543/Phone (951) 765-2375/FAX[951) 765—2359 www.Hemetca.gov
1

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Event Details
EventTitle: BKKL Gimmes ~
EventLocation:W L"b YNO
Event Datels): llI
1 3 L L1
‘
\ General Description of Proposed Project: l\K KT(3N9“‘t&e Event Category:EChristmas Tree Sales jCarnivar Circus Grand Opening EConstruction Trailer Community Event Other: M“ [219i
Willthe event be held on Publicor rivate Property? l Public‘ Private ls this an annual event? Yes No
is this a multi-day event? Yes No
ls there an admission fee. Yes No if yes, please include admission fee(s): 5 What isthe anticipated attendance? 505 440qu‘ ‘7’ 9M“: "} ' Previous year’s attendance (if applicable)
Willthere be a request for street closures for this event? Bé?jNo ‘If yes, an encroachment permit is required.

Event Set-Up Time: Event Start Time: Event Clean-Up Time:

APPLICANTANDORGANlZATIONNAME
The applicant and organization (if applicable) accepting allfinancial responsibility for the event and provides the required insurance and completion of application.

ApplicantName:mm
Organization Name (ifapplicable)$\lo v'
— YDMM’“ “Ru" ‘7}W Vol/lg
Mailing Address:

City, State: Zip:

Phone Number: 6‘“DI CKU4, L131 Email:SWMM‘I‘Q ‘ bruCO—e, Q‘QVenLel‘ th Clin'
COMMUNlTVDEVELOPMENTDEPARTMENT
445 E. Florida Ave, Hemet, CA92543] Phone (951) 765-2375/FAX(951) 765-2359 www.Hemetca.gov
2

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PROPERTYOWNERINFORMATION (Consent Affidavitrequired ifApplicantis not the PropertyOwner) PropertyOwnerName:

Property OwnerAddress:

City, State,Zip:

PhoneNumber: Email:

ON-SITECONTACT
E
Contact Informationfor the primary person who willbe on-site on the day(s)of the event.

On—SiteContact Name: Title:

Contact Address:

City, State, Zip:

PhoneNumber: Email:

LIVEENTERTAINMENT DETAILS(IFAPPLICABLE)
(Please mark allthat apply):
2A/mpi'vaed MusicDDance Floor(s)Mpeakers:)LiveEntertainment Microphones Bleachers DiskJockey(DJ) EMovingVehicles(Includinggolf carts) Stage(s) Number and Size:

L _ Canopy Number and Size: ) %
lf Live entertainment is selected, please describe the entertainment:
"Please note: Inflatable structures such as a bounce house or similar type structures are prohibited.

Checkbox to acknowledge above statement.

COMMUNITYDEVELOPMENTDEPARTMENT
445 E. Florida Ave, Hemet, CA92543/Phone (951) 765-2375/FAX(951) 765-2359 wwwMemetcagov
3

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BUSINESS81LICENSINGDEPARTMENT (IFAPPLICABLE)
ACity of HemetBusinessLicenseisrequiredfor allvendorsthat are sellingmerchandiseand/or foodand beverage.

Pleasecc"“PIEtepage 12 and checkTEMPon BusinessLicenseapplication ifthe event willhost vendors{makeadditionalcopies at page 12 it vendorlistrequires additionalpages).

SubmitaTemporaryEventBusinessLicenseApplication(see attached) withthe BusinessLicense Department. The applicationwillcover allvendorsforthe event.

The applicationhas a one-timefee forthe licenseanda pervendorfee andthe applicationmust be completed at least 2 weeks prior to the start of the event. For current and assessedfees, contact the BusinessLicensedepartment.

Contact Information: Business8‘Licensing
445 East FloridaAvenue
Hemet, CA92543
(951) 765-3873
[email protected]
RIVERSIDECOUNTYHEALTHDEPARTMENT — FOOD8iCONCESSIONS(IFAPPLICABLE) Food and beverage salesrequire a permitfrom the RiversideCounty HealthDepartment. *TheEvent Organizer must providea copy ofthe issuedRiversideCounty EnvironmentalHealth permit titledApplicationto Operate a Temporary FoodFacilitywith proof of payment 4 weeks prior to the start date of event to avoid the potentialfor higher costs.

The following documents must be requested and completedwith the RiversideCounty Health Department:
0 Applicationto Operate a Temporary FoodFacility
0 Temporary FoodFacility/CommunityEventCoordinator’sApplication 0 Community Event Temporary FoodFacilityOperator’sAgreement Form For more information regardingRiversideCounty EnvironmentalHealthpermits, please reach out at the contact informationprovidedbelow.

Contact intormation:RiversidePublicHealthDepartment
800 S Sanderson Avenue #200
Hemet, CA92545
(951) 766-2824
Has an application been submitted (or a permit? 5 No

COMMUNITYDEVELOPMENTDEPARTMENT
445 E.FloridaAve, Hemet, CA92543/Phone (951) 765-2375/FAX(951) 765-2359 www.Hemetca.gov
4

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ALCOHOLSALESllFAPPLICABLE)
Alcoholsalesrequire a permit fromtheAlcoholBeverageControl(ABC).

Contact lnformation: AlcoholBeverageControl
3737MainStreet #900
Riverside,CA92501
(951)782-4400
‘AType 37 — DailyGeneralLicensewiththe ABCis needed.Pleasenote the feesfor an ABC licensewillvary dependingupon type of alcoholsol Referto ABCregardingcost offees.

Willalcoholbe servedat the event? Yes8662‘” yes, checktype of alcoholto be served DBeer
Wine
ELiquor
lf alcoholwillbe servedprovidethe followinginformation:

Beer &Wine enclosureanda statement of how salesto minors willbe avoided. a SecurityPlan
0 Alcoholinsurance
ABCwillrequire the followingto processthe ABClicense:
0 CompleteDailyLicenseAuthorization(Form ABC—221)
Authorizationfromthe property owner isrequired(property owner may sign FormABC221 or a signedletter showing the date,time, placeand type of alcoholicbeveragesto be served may be submitted)
Adetaileddiagramofthe event locationmay be required on outdoor events (FormABC253) Form ABC-221must be submittedto the localABCDistrictOfficewhichhasjurisdiction over the event location.For a listingofABCDistrictOffices,pleasevisitour DistrictOffices contact page
Form ABC-221maybe submittedeither in person or bymail.

Form ABC-221must be received within ten (10) days of the event, but should not be submittedmore than thirty (30) days in advance
PoliceDepartment approvalmay be required when any of the followingapply 0 Alarge number of people are attending
The event is being held on a publicstreet or in a public area (ie. — parking lot) 0 Thisisthe firsttime an event is being held at the location o in certain other circumstances at the Department‘s discretion.

COMMUNITYDEVELOPMENTDEPARTMENT
445 E.FloridaAve, Hemet, CA92543/Phone(951)765-2375/FAX[951) 765-2359 www.Hemetca.gov
5

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SECURITYINFORMATION (IFAPPLlCABLE)
' Security is required for communityevents on publicproperty 3 here alcohol'IS served.

Willa licensedprofessionalsecuritycompany behired? YES
SecurityCompany:

PointofContact(ifapplicable):

CompanyStreetAddress:

City,State,Zip:

PhoneNumber: Email:
‘Please note: Thesecurity companymust have a current Cityof Hemet BusinessLicense SANITATIONANDRECYCLlNG
TheCityof Hemet has an exclusiveFranchiseAgreement withCR&RInc.to collectand disposeof all waste includingcommercial,residentialand construction debriswithin the City of Hemet.

Contact CR&Rat 1>800-755-8112for trash and recyclingservices for the event. Allcontainers must be removed from the event area at the end ofthe event.

Numberof TrashCans: 1
Number of RecyclingContainers:L‘
Number of Dumpsters: @—
‘The Event Organizer must provide a receipt from CR&Rat least 2 weeks priorthe event start date.
*On the Site Plan, please indicate all locations for trash and recycling receptacles and dumpsters.

COMMUNlTYDEVELOPMENTDEPARTMENT
445 E.FloridaAve, Hemet, CA92543/Phone (951) 765-2375/FAX(951) 7652359 www.Hemetca.gov
6

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RESTROOMFAClLlTlES
Restroom Facilitiesare required.Pleasecontact a rentalcompanyfor attendanceto restrooms.

Acopy of the rental company’sCityof HemetBusinessTax Certificatea must be attachedto the permit application.
willevent organilers provideportablerestrooms?DYesNo
Willthe event use City-Ownedpublicrestrooms?DYesE?o/
AnticipatedNumberofAttendees:5011
NumberofPortableRestrooms: .0—
Numberof ADACompliantRestrooms:.0—
LiabilityInsurance
‘Restroom Requirementsper CABuildingCode2022,Sections118-213and 110-603 - Per every 50 anticipatedguests, a minimumof 1 portablerestroom for an anticipated4- hour event isrequired.
0 Every event requires a minimum of 1 ADAaCcessibIerestroom per the 4-hour usage periodand per every 20-portablerestrooms on-site.
0 Eventslongerthan 4 hours,portablerestroom minimumsare doubled.

BUlLDlNGANDLIFESAFETY
Thefollowingis a list ofrequirements, please initialupon reading:

Atent or temporary membranestructure having an area in excessof 400 square feet, or any canopy in excessof 700 square feet, shall be requiredto have an inspection and a separate permitfor finalapproval.(2013CFC3103.2).

Tents, booths or canopiesshallnot be locatedwithin20 feet of property lines, buildings, temporary membrane structures, other tents and canopies, parked vehicles or internal combustionengines. Forthe purposeof determining required distances, support ropes and guywires shallbe consideredas part ofthe temporary membranestructure, tent, or canopy (2013CFC31038.2).
internal combustionpower source, including motor vehicles, generators and similar equipment, shall(2013 CFC3104.19):
0 Have a minimumof one fire extinguisherwith a rating of not lessthan 2<A210-B:

C.The extinguishershallbe maintainedat the powersource or vehicle. - Be a minimumof 20 feet from tents and canopies.

Gas, solid,and liquid-fuel-burningcooking equipment shallnot be locatedwithin10 feet of exits or combustiblematerial. LP gas containers shall be adequately protected from damage and fallingover. (2013 CFC3104.153)

COMMUNITYDEVELOPMENT DEPARTMENT
445 E.FloridaAve, Hemet, CA92543] Phone (951) 765-2375/FAX(951)765-2359 www.Hemetca.gov
7

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Outdoorc
'
wit
cokingthat produces Sparksor grease—ladenvaporsshallnot be conducted hm20fem0‘ a ‘9'“) canony.or membranestructure(2013CFC3104.155). _P°5t NOSMOK'NG’ signsinthetents andcanopies.(2013CFC3104.6) T ' . r 6;“: and canODIESshallcomplywrthCFCChapter24 andTheCaliforniaBuildingCode; 9)! S aIbelabeledor certificationofflame-retardant shallbe provided,as requiredbythe StateFireMarshal.(2013CFC3104)
_Fire extinguishersin the vendorarea shallbe spaced no more than 75 feet from any location(2013CFC3108).Anysingletent or canopyshallhaveextinguishersas follows:
200-500squarefeetoffloorarea: One 2-A:10-B:C
0 501-1000square feet offloorarea; Two Z-A:10-8:C
0 Eachadditional2ksquare feet offloor area or fractionthereof: One 2-A:10-82C Extensioncords shall be of a commercialtype and be in good working condition.

Extensioncordsshallnot be subjectedto physicaldamage. Nodamagedcords or multi-head cordswillbe allowed.Extensioncordsshallbe in accordancewithArticle85 ofthe California FireCode.
_Hay or any other type of combustiblematerialshallnot be used as ground cover. Hay, straw, trash and other similarflammablematerialshallnot be stored within30 feet of any tent. (2013 CFC310421)
All amusement rides shallhave current state inspection certificates. (OSHATITLE8, ARTICLE35, SECTION3917)
Exitsshallbe Clearlymarked.Exitsigns shallbe installed at required exit doorwaysand where otherwise necessary to indicateclearlythe directionof egress whenthe exitserves an occupant loadof 50 or more (2013CFC2403.116).

Ifit is determined by the inspecting Officerthat standby personnel willneed to monitor these conditionsand to workwithevent staffto maintain fire protection and the elimination offire and lifesafety hazards,the applicantwillpayforthe cost. (2013CFC403.1) Exitsshallbe Clearlymarked.Exitsignsshallbe installedat required exit doorwaysand where otherwisenecessary to indicateclearlythe directionof egress when the exitserves an occupant load of 50 or more. (2013 CFC3103.125)
_No portion of the event shallblockfire lanesor handicapspaces.

Camp fire/ cookingfiresshallonly be allowed ifit isin an approved CaliforniaState Fire Marshaldevice.Allothers may be cited.

COMMUNITVDEVELOPMENTDEPARTMENT
445 E.FloridaAve, Hemet, CA92543/Phone (951)765-2375/FAX(951) 765-2359 www.Hemetca.gov
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ENCROACHMENT PERMlT
'AnEncroachment Permit(see attachment
normalflowoftrafficisrequiredfortheev
anEncroachment Permit.

Willthisevent havebarricadeequipment? l—lYes No
" renting "m“ 0' hiringa COmpanyforbarricadepleaseprovidethe followinginformation. ) isrequired ifanyroadclosuresor diversionofthe
ent. Providea street closureplanifthe event needs
CompanyName;
ContactName:

CompanyAddress:

City,State,Zip:

ContactNumber: Email:
ifBarricadeequipment isselected,pleaseexplainthe equipment thatwillbe used:
lNSURANCE
‘Allvendors participatingin the event serviceprovidersand contracted servicesmust provide insuranceforthe event, including setup and tear down dates.

Certi ates of Insurance Must Reflect:

CommercialGeneralLiabilitywithlimitsof:

I $1 Million,additionalinsured endorsement naming the City of Hemet as additional insured.

LiquorLiability:
0 Requiredifalcoholwillbe soldat the event
- $1 Million,additionalinsured endorsement naming the City of Hemet as additional insured.

Auto Liability:
- RequiredifEventincludesmoving vehicles,includingGolfCarts - $1 Million,additional insured endorsement naming the City of Hemet as additional insured.

COMMUNlTYDEVELOPMENTDEPARTMENT
445 E.FloridaAve, Hemet, CA92543] Phone (951)7652375/FAX(951) 765-2359 www.Hemetca.gov
9

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EMERGENCYCAREPLAN
\—
lf ' necessary,In the caseof an emergency,the On-SiteContactwillcall9—1-1. t Pleasecheckthe aboveboxacknowledgingthe abovestatement ,,
_ . On site ambulancecompanyand/orEMTstaff may be determinedto be requiredfor large scalecommunityevents.

Eli-Ivent Organizerwillprovidean ambulancecompanyto be on-sitet DEvent OrganizerwillprovideEMTstaffto be on-sites
CompanyName:

Contact Name (ifapplicable):

Company Address:

City,State, Zip:

PhoneNumber: Email:

SlTEPLAN
Allsite plans/mapsmust be submittedusing 8 ‘/z"x 11"or 8 V2”x 14"white paper.

Allapplicants are requiredto submita detailedSite Plan/Map of the Event that must include the following on the Site Plan/Map:

An outlineof the entire event venue including the names of allstreets or areas that are part of the venue and the surrounding area Ifthe event involvesa moving route of any kind,indicatethe directionoftravel and allstreet or lane closures.

The locationof fencing, barriers, and/orbarricades.indicate any removablefencing for emergency access.

Thelocationof allstages, platforms,scaffolding,bleachers, grandstands,canopies, tents, portable bathrooms, first aid stations, booths, beer gardens, cooking areas, trash containers, dumpsters, parkingareas, and any other temporary structures.

Indicateplacement of allgenerators and fire extinguishers indicate placementof event vehiclesand/ortrailers
Scaledplans are requiredfor carnivals, circuses, and other large-scaleevents indicationof the north direction
Name of primary point of contact and their phone number

COMMUNITYDEVELOPMENTDEPARTMENT
445 E FloridaAve, Hemet, CA92543/Phone (951) 765‘2375/FAX(951) 765-2359 www.Hemetca.gov
10

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[MW NCVCAREPLAN
‘fnecessary.inthe caseofan emergency,theOn-SiteContactwillcall9-1-1. t Pleasecheckthe aboveboxacknowledgingthe abovestatement , . On-SIteambulancecompanyand/orEMTstaff may be determined to be required for large scalecommunityevents.

Event0r ganizer willprovidean ambulancecompanyto be on-site. DEvent OrganizerwillprovideEMTstaffto be on-site.

CompanyName:

ContactName(ifapplicable):

CompanyAddress:

City,State, Zip:

PhoneNumber: Email:

SITEPLAN
Allsite plans/mapsmust be submitted using 8 V1”x 11"or 8 V1"x 14"white paper.

Allapplicants are required to submit a detailed Site Plan/Mapof the Event that must include the following on the Site Plan/Map:

An outline of the entire event venue including the names of allstreets or areas that are part of the venue and the surrounding area. lfthe event involvesa moving route of any kind, indicate the directionof travel and allstreet or lane closures.

The location of fencing, barriers, and/orbarricades. Indicateany removable fencing for emergency access,
The location of allstages, platforms, scaffolding,bleachers, grandstands, canopies, tents, portable bathrooms, first aid stations, booths, beer gardens, cooking areas, trash containers, dumpsters, parking areas, and any other temporary structures, indicate placement of allgenerators and fire extinguishers Indicate placement of event vehiclesand/ortrailers
Scaledplans are required for carnivals,circuses, and other large-scale events indication of the north direction
Name of primary point of contact and their phone number

COMMUNITVDEVELOPMENTDEPARTMENT
445 E. FloridaAve, Hemet, CA92543/Phone (951) 765-2375/FAX(951) 765-2359 www.Hemetca.gov
10

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NOTIFICATiONS
1, Appointmentsarerecommendedforsubmittals.Callthe CasePlanneror (951)7652375 forscheduling.

2. Temporary UseApplicationFee is$417.Verified501(c)(3),the Fee iswaived.

3. Additional fee’smaybe requiredperreview.

AUTHORIZATIONS
PrintApplicantName: 3mil)
ApplicantSignature: V/‘\—/Date:

ATTACHMENTS ——
VendorList(ifapplicable)
Property OwnerConsentAffidavit(ifapplicable)
EncroachmentPermit(ifapplicable)
BuildingPermit (ifapplicable)
BusinessLicenseApplication(ifapplicable)
m>5~NB

COMMUNITYDEVELOPMENTDEPARTMENT
445 E.FloridaAve, Hemet, CA92543/Phone(951)765-2375/ FAX(951) 765-2359 www.Hemetca.gov
11

17.G

Vendors
Pleaselis‘allparticipatingvendors.

COMMUNITYDEVELOPMENTDEPARTMENT
445 E‘FloridaAve, Hemet, CA92543] Phone(951) 765-2375] FAX[951)765-2359 www.Hemeu:a.gov
12

17.G

City of Hemet
City Council Meeting

STAFF REPORT
Meeting: City Council Meeting - Oct 22 2024
Department: Information Technology
Submitted by: Mark Prestwich, City Manager
David Duncan, GIS Specialist;
☐ Receive and File ☒ Consent Calendar ☐ Business Item ☐ Public Hearing TITLE:

A Resolution of the City Council of the City of Hemet, California, Renewing a Three-Year Small Government Enterprise License Agreement (SGEA) with Environmental Systems Research Institute, Inc. (ESRI) in the Amount of $187,200; authorize the Administrative Services Director to record a Supplemental Appropriation in the amount of $2,400.00; and Authorize the City Manager to Execute the Agreement, Annual Purchase Orders, and all Other Supporting Documents Related to the Agreement
RECOMMENDED ACTION:

It is respectfully recommended that the City Council:

Adopt a Resolution of the City Council of the City of Hemet, California, renewing a three-year Small Government Enterprise License Agreement (SGEA) with Environmental Systems Research Institute, Inc. (ESRI) in the amount of $187,200; authorize the Administrative Services Director to record a Supplemental Appropriation in the amount of $2,400.00; and authorize the City Manager to execute the Agreement, annual purchase orders, and all other supporting documents related to the Agreement.

BACKGROUND:

The City of Hemet utilizes ESRI software in its geographic information system (GIS) environment.

Over the last nine years, the City has taken full advantage of the benefits made available through the ESRI Small Government Enterprise License Agreement (SGEA). All of the services and functions the City of Hemet provides have a single common attribute; a location. As ESRI software offers the ability to analyze location-based data, its use and adoption by the City complement those efforts.

The City of Hemet utilizes the ESRI Small Government Enterprise License Agreement (SGEA) daily.

The Public Works Department relies on ESRI software to accurately track work locations and critical infrastructure. The Public Safety Departments depend on ESRI software to track real time crime and prepare for emergency disaster situations. Finally, the Community Development Divisions utilize ESRI software to evaluate potential sites for new infrastructure.

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ANALYSIS:

In the past three years, the annual cost of the SGEA averaged $55,000 a year. However, this year ESRI informed the City that the SGEA cost had increased by $7,400 a year. The additional cost covers new software like ArcGIS Drone2Map and ArcGIS Business Analyst. These additions also cover system health monitoring, advanced analytics, field staff tracking, parcel data, and public utility management. These items are regularly added by other ESRI customers who utilize the SGEA program.

Utilization of the SGEA program remains a benefit to the City. It reduces licensing complexity, provides maintenance and technical support of the City's geographic information systems (GIS), while also providing new technologies. The SGEA also provides service credits and online user accounts that are used daily by City Staff. The SGEA program is the sole source and is only available through ESRI.

DISCUSSION:

Many of our departments and divisions rely on ESRI software and services to conduct daily operations. These include:

Public Works
 Facilities Maintenance Staff utilizes ESRI’s ArcGIS online with Cartegraph to geocode building maintenance work and streetlight maintenance
 Water/Wastewater Staff utilizes ESRI’s ArcGIS online with Cartegraph to document repair and maintenance of our water and wastewater systems
 Parks Staff utilizes ESRI’s ArcGIS online to document park maintenance and tree trimming  Street Staff utilizes ESRI’s ArcGIS online with Cartegraph to document maintenance to street, sidewalk, road shoulder, and retention basins.

Police and Fire
 Dispatch utilizes ESRI’s ArcGIS as map layers that show emergency caller’s specific location Fire
 Fire uses mobile devices to visualize real-time incident mapping, like current fires, hazardous material spill incidents, etc.
 Fire can use pre-incident planning data prior to dispatching. This uses building and floor plans, giving them quicker and safer response to hazardous areas.  ArcGIS enabled fire prevention program to assess vacant lots for weed abatement  GIS uses location analysis to best determine its fire stations based on response time, proximity to high-risk areas and coverage based on population to stations.

Police
 Staff utilizes ESRI’s ArcGIS dashboards to track daily crime and calls  Crime data incident maps, showing hot spot locations for more police focus and resources  Staff utilizes Drone data for pre-incident planning of potential criminal activity, giving them an assessment of the incident prior to arrival
 GIS is used together with Computer-Aided Dispatch (CAD) systems to give real-time location of police units, providing availability and quicker responses.

Community Development Department
 Staff utilizes ESRI’s ArcGIS to maintain map layer to ensure compatibility with general plan land use, circulation, fire hazard, seismic and flood hazards.

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 Staff uses ESRI’s ArcGIS online to help with real-time questions from the public. Zoning and general plan land uses of a specific location is verified.

PREVIOUS COUNCIL ACTION:

On October 13, 2015, City Council approved an initial three-year ESRI Small Government Enterprise License Agreement (SGEA). On August 28, 2018, City Council renewed this enterprise agreement for an additional three years. On November 9, 2021, City Council renewed this enterprise agreement for an additional three years.

STRATEGIC PLAN INTEGRATION:

GOAL FIVE: ORGANIZATIONAL EFFECTIVENESS
To identify the work needed inside the City organization to effectively provide services to the community and ensure financial stability.

Objective 2: Evaluate existing practices to ensure continuity with industry best practices.

To identify the work needed inside the City organization to effectively provide services to the community and ensure financial stability.

The proposed action aligns with Council adopted Strategic Action Item: Evaluate the IT function and future needs.

FISCAL IMPACT:

The recommended solution is as follow:

Solution Year 1 (24-25) Year 2 (25-26) Year 3 (26-27)
ArcGIS Enterprise License $58,500.00 $58,500.00 $58,500.00 ArcGIS Business Analyst License $400.00 $400.00 $400.00 ArcGIS Drone2Map License $3,500.00 $3,500.00 $3,500.00
Totals $62,400.00 $62,400.00 $62,400.00
3 Year Total: $187,200.00
Funding for Year 1 of the ESRI Small Government Enterprise License Agreement (SGEA) in the amount of $62,400.00 will come from IT Software Account 680-1933-2265 for a total of $60,000. The additional $2,400.00 will be sourced from Information Technology Fund Balance (Fund No. 680).

Funding for Years 2 and 3 will be included in the Information Technology annual budget (Fund No. 680).

As a result of the recommended action, the Information Technology Fund Balance (Fund 680) of $1,961,764.21 will be reduced by $2,400.00 resulting in a remaining available fund balance of $1,959,364.21.

ATTACHMENT(S):

Attachment 1: ESRI Resolution
Attachment 2: Quote - ESRI
Attachment 3: ESRI Sole Source Letter

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CITY OF HEMET

HEMET, CALIFORNIA
RESOLUTION NO. 2024-xxx

A RESOLUTION OF THE CITY COUNCIL OF THE CITY

OF HEMET, CALIFORNIA, RENEWING A THREE-YEAR

SMALL GOVERMENT ENTERPRISE LICENSE

AGREEMENT (SGEA) WITH ENVIRONMENTAL
SYSTEMS RESEARCH INSTITUE, INC. (ESRI) IN THE
AMOUNT OF $187,200; AUTHORIZE THE

ADMINISTRATIVE SERVICES DIRECTOR TO RECORD A

SUPPLEMENTAL APPROPRIATION IN THE AMOUNT OF
$2,400.00; AND AUTHORIZE THE CITY MANAGER TO

EXECUTE THE AGREEMENT, ANNUAL PURCHASE

ORDERS, AND ALL OTHER SUPPORTING DOCUMENTS

RELARED TO THE AGREEMENT
The City Council of the City of Hemet, California (hereafter referred to as the “City Council”) does resolve as follows:

WHEREAS, the City of Hemet (“City”) has utilized ESRI’s software in its Geographic Information Systems (GIS) environment for many years; and WHEREAS, over the last 9 years, the City has taken full advantage of the maps, analysis, applications, and online capabilities made through our ESRI Small Government Enterprise License Agreement (SGEA); and
WHEREAS, ESRI is the sole source provider of GIS software that offer functions and outputs other services do not offer; and
WHEREAS, The City of Hemet utilizes our ESRI Small Government Enterprise License Agreement (SGEA) daily; and
WHEREAS, the Public Works utilizes GIS to geocode maintenance work for streets, parks, water, and wastewater systems; and

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WHEREAS, our Public Safety Departments use ESRI software to monitor daily crime and call data, using online maps to locate hot spots; and WHEREAS, our Community Development department uses ESRI software to help with real-time questions from the public and maintain online general plan land use map layers; and
WHEREAS, using the benefits of the SGEA program, GIS can accurately provide real-time data and online maps to the staff and public; and

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

SECTION 1. FINDINGS - The recitals set forth above are hereby adopted as findings in support of this Resolution.

SECTION 2. DETERMINES – The City Council hereby approves the Small Government Enterprise License Agreement (SGEA) with Environmental Systems Research Institute, Inc. (ESRI) in the amount Not to Exceed $187,200.00 over 3 years.

SECTION 3. ORDERS – The City Council hereby authorizes the City Manager to execute all documents, Agreements and Purchase Orders related to the renewal of a Three-Year Small Government Enterprise License Agreement (SGEA) with Environmental Systems Research Institute, Inc. (ESRI) in the Amount of $187,200.00, and authorizes the Administrative Services Director to record appropriations of $2,400.00 in account 680-1933-2265 (Software Maintenance).

SECTION 4. EFFECTIVE DATE – This resolution shall become effective on October 22, 2024.

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PASSED, APPROVED AND ADOPTED this 22nd day of October, 2024. ____________________________
Joe Males, Mayor
ATTEST:
_____________________________
John Paul Maier, City Clerk

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State of California )
County of Riverside )
City of Hemet )
I, John Paul Maier, City Clerk of the City of Hemet, do hereby certify that the foregoing resolution was adopted by the Hemet City Council on the 22nd day of October, 2024, and was passed by the following vote:

AYES: Council Members:

NOES: Council Members:

ABSTAIN: Council Members:

ABSENT: Council Members:
_____________________________
John Paul Maier, City Clerk

17.H

Quotation # Q-524956
Date: September 17, 2024
Environmental Systems Research Institute, Inc.
380 New York St
Redlands, CA 92373-8100
Phone: (909) 793-2853
DUNS Number: 06-313-4175 CAGE Code: 0AMS3
Customer # 106473 Contract # ENTERPRISE

AGREEMENT
City of Hemet
Information Technology Dept
445 E Florida Ave
Hemet, CA 92543-4209
To expedite your order, please attach a copy of ATTENTION: Scott Underwood this quotation to your purchase order. PHONE: (951) 765-3765 Quote is valid from: 6/18/2024 To: 12/15/2024 EMAIL: [email protected] Group1
Material Qty Term Unit Price Total
168179 1 Year 1 $58,500.00 $58,500.00
Populations of 50,001 to 100,000 Small Government Enterprise Agreement Annual Subscription 168179 1 Year 2 $58,500.00 $58,500.00
Populations of 50,001 to 100,000 Small Government Enterprise Agreement Annual Subscription 168179 1 Year 3 $58,500.00 $58,500.00
Populations of 50,001 to 100,000 Small Government Enterprise Agreement Annual Subscription Year 1
Material Qty Term Unit Price Total
178625 5 $80.00 $400.00
ArcGIS Business Analyst Web App Standard Online Annual Subscription 180147 2 $1,750.00 $3,500.00
ArcGIS Drone2Map Advanced for ArcGIS Online Annual Subscription Esri may charge a fee to cover expenses related to any customer requirement to use a proprietary vendor management, procurement, or invoice program.

For questions contact:

Natalie Carter
Email:
[email protected]
Phone:
(909) 793-2853 x7419
The items on this quotation are subject to and governed by the terms of this quotation, the most current product specific scope of use document found at https://assets.esri.com/content/dam/esrisites/media/legal/product-specific-terms-of-use/e300.pdf, and your applicable signed agreement with Esri. If no such agreement covers any item quoted, then Esri’s standard terms and conditions found at https://go.esri.com/MAPS apply to your purchase of that item. If any item is quoted with a multi-year payment schedule, then unless otherwise stated in this quotation, Customer is required to make all payments without right of cancellation. Third-party data sets included in a quotation as separately licensed items will only be provided and invoiced if Esri is able to provide such data and will be subject to the applicable third-party's terms and conditions. If Esri is unable to provide any such data set, Customer will not be responsible for any further payments for the data set. US Federal government entities and US government prime contractors authorized under FAR 51.1 may purchase under the terms of Esri’s GSA Federal Supply Schedule. Supplemental terms and conditions found at https://www.esri.com/en-us/legal/terms/state-supplemental apply to some US state and local government purchases. All terms of this quotation will be incorporated into and become part of any additional agreement regarding Esri’s offerings. Acceptance of this quotation is limited to the terms of this quotation. Esri objects to and expressly rejects any different or additional terms contained in any purchase order, offer, or confirmation sent to or to be sent by buyer. Unless prohibited by law, the quotation information is confidential and may not be copied or released other than for the express purpose of system selection and purchase/license. The information may not be given to outside parties or used for any other purpose without consent from Esri. Delivery is FOB Origin for customers located in the USA.

CARTERN This offer is limited to the terms and conditions incorporated and attached herein. Page 8 of 18

17.H

Quotation # Q-524956
Date: September 17, 2024
Environmental Systems Research Institute, Inc.
380 New York St
Redlands, CA 92373-8100
Phone: (909) 793-2853
DUNS Number: 06-313-4175 CAGE Code: 0AMS3
Customer # 106473 Contract # ENTERPRISE

AGREEMENT
City of Hemet
Information Technology Dept
445 E Florida Ave
Hemet, CA 92543-4209
To expedite your order, please attach a copy of ATTENTION: Scott Underwood this quotation to your purchase order. PHONE: (951) 765-3765 Quote is valid from: 6/18/2024 To: 12/15/2024 EMAIL: [email protected] Year 2
Material Qty Term Unit Price Total
180147 2 $1,750.00 $3,500.00
ArcGIS Drone2Map Advanced for ArcGIS Online Annual Subscription 178625 5 $80.00 $400.00
ArcGIS Business Analyst Web App Standard Online Annual Subscription Year 3
Material Qty Term Unit Price Total
180147 2 $1,750.00 $3,500.00
ArcGIS Drone2Map Advanced for ArcGIS Online Annual Subscription 178625 5 $80.00 $400.00
ArcGIS Business Analyst Web App Standard Online Annual Subscription Esri may charge a fee to cover expenses related to any customer requirement to use a proprietary vendor management, procurement, or invoice program.

For questions contact:

Natalie Carter
Email:
[email protected]
Phone:
(909) 793-2853 x7419
The items on this quotation are subject to and governed by the terms of this quotation, the most current product specific scope of use document found at https://assets.esri.com/content/dam/esrisites/media/legal/product-specific-terms-of-use/e300.pdf, and your applicable signed agreement with Esri. If no such agreement covers any item quoted, then Esri’s standard terms and conditions found at https://go.esri.com/MAPS apply to your purchase of that item. If any item is quoted with a multi-year payment schedule, then unless otherwise stated in this quotation, Customer is required to make all payments without right of cancellation. Third-party data sets included in a quotation as separately licensed items will only be provided and invoiced if Esri is able to provide such data and will be subject to the applicable third-party's terms and conditions. If Esri is unable to provide any such data set, Customer will not be responsible for any further payments for the data set. US Federal government entities and US government prime contractors authorized under FAR 51.1 may purchase under the terms of Esri’s GSA Federal Supply Schedule. Supplemental terms and conditions found at https://www.esri.com/en-us/legal/terms/state-supplemental apply to some US state and local government purchases. All terms of this quotation will be incorporated into and become part of any additional agreement regarding Esri’s offerings. Acceptance of this quotation is limited to the terms of this quotation. Esri objects to and expressly rejects any different or additional terms contained in any purchase order, offer, or confirmation sent to or to be sent by buyer. Unless prohibited by law, the quotation information is confidential and may not be copied or released other than for the express purpose of system selection and purchase/license. The information may not be given to outside parties or used for any other purpose without consent from Esri. Delivery is FOB Origin for customers located in the USA.

CARTERN This offer is limited to the terms and conditions incorporated and attached herein. Page 9 of 18

17.H

Quotation # Q-524956
Date: September 17, 2024
Environmental Systems Research Institute, Inc.
380 New York St
Redlands, CA 92373-8100
Phone: (909) 793-2853
DUNS Number: 06-313-4175 CAGE Code: 0AMS3
Customer # 106473 Contract # ENTERPRISE

AGREEMENT
City of Hemet
Information Technology Dept
445 E Florida Ave
Hemet, CA 92543-4209
To expedite your order, please attach a copy of ATTENTION: Scott Underwood this quotation to your purchase order. PHONE: (951) 765-3765 Quote is valid from: 6/18/2024 To: 12/15/2024 EMAIL: [email protected] Subtotal: $187,200.00
Sales Tax: $0.00
Estimated Shipping and Handling (2 Day Delivery): $0.00 Contract Price Adjust: $0.00
Total: $187,200.00
*Pricing is based off of The Small Govt ELA
Esri may charge a fee to cover expenses related to any customer requirement to use a proprietary vendor management, procurement, or invoice program.

For questions contact:

Natalie Carter
Email:
[email protected]
Phone:
(909) 793-2853 x7419
The items on this quotation are subject to and governed by the terms of this quotation, the most current product specific scope of use document found at https://assets.esri.com/content/dam/esrisites/media/legal/product-specific-terms-of-use/e300.pdf, and your applicable signed agreement with Esri. If no such agreement covers any item quoted, then Esri’s standard terms and conditions found at https://go.esri.com/MAPS apply to your purchase of that item. If any item is quoted with a multi-year payment schedule, then unless otherwise stated in this quotation, Customer is required to make all payments without right of cancellation. Third-party data sets included in a quotation as separately licensed items will only be provided and invoiced if Esri is able to provide such data and will be subject to the applicable third-party's terms and conditions. If Esri is unable to provide any such data set, Customer will not be responsible for any further payments for the data set. US Federal government entities and US government prime contractors authorized under FAR 51.1 may purchase under the terms of Esri’s GSA Federal Supply Schedule. Supplemental terms and conditions found at https://www.esri.com/en-us/legal/terms/state-supplemental apply to some US state and local government purchases. All terms of this quotation will be incorporated into and become part of any additional agreement regarding Esri’s offerings. Acceptance of this quotation is limited to the terms of this quotation. Esri objects to and expressly rejects any different or additional terms contained in any purchase order, offer, or confirmation sent to or to be sent by buyer. Unless prohibited by law, the quotation information is confidential and may not be copied or released other than for the express purpose of system selection and purchase/license. The information may not be given to outside parties or used for any other purpose without consent from Esri. Delivery is FOB Origin for customers located in the USA.

CARTERN This offer is limited to the terms and conditions incorporated and attached herein. Page 10 of 18

17.H

Quotation # Q-524956
Date: September 17, 2024
Environmental Systems Research Institute, Inc.
380 New York St
Redlands, CA 92373-8100
Phone: (909) 793-2853
DUNS Number: 06-313-4175 CAGE Code: 0AMS3
Customer # 106473 Contract # ENTERPRISE

AGREEMENT
City of Hemet
Information Technology Dept
445 E Florida Ave
Hemet, CA 92543-4209
To expedite your order, please attach a copy of ATTENTION: Scott Underwood this quotation to your purchase order. PHONE: (951) 765-3765 Quote is valid from: 6/18/2024 To: 12/15/2024 EMAIL: [email protected] _________________________________________________________________________________________________________________________________ If you have made ANY alterations to the line items included in this quote and have chosen to sign the quote to indicate your acceptance, you must fax Esri the signed quote in its entirety in order for the quote to be accepted. You will be contacted by your Customer Service Representative if additional information is required to complete your request.

If your organization is a US Federal, state, or local government agency; an educational facility; or a company that will not pay an invoice without having issued a formal purchase order, a signed quotation will not be accepted unless it is accompanied by your purchase order.

In order to expedite processing, please reference the quotation number and any/all applicable Esri contract number(s) (e.g. MPA, ELA, SmartBuy, GSA, BPA) on your ordering document.

BY SIGNING BELOW, YOU CONFIRM THAT YOU ARE AUTHORIZED TO OBLIGATE FUNDS FOR YOUR ORGANIZATION, AND YOU ARE AUTHORIZING ESRI TO ISSUE AN INVOICE FOR THE ITEMS INCLUDED IN THE ABOVE QUOTE IN THE AMOUNT OF $___________, PLUS SALES TAXES IF APPLICABLE. DO NOT USE THIS FORM IF YOUR ORGANIZATION WILL NOT HONOR AND PAY ESRI'S INVOICE WITHOUT ADDITIONAL AUTHORIZING PAPERWORK.

Please check one of the following:
___ I agree to pay any applicable sales tax.
___ I am tax exempt, please contact me if exempt information is not currently on file with Esri. ___________________________________________ ________________________ Signature of Authorized Representative Date
___________________________________________
Name (Please Print)
___________________________________________
Title
_________________________________________________________________________________________________________________________________ The quotation information is proprietary and may not be copied or released other than for the express purpose of system selection and purchase/license. This information may not be given to outside parties or used for any other purpose without consent from Environmental Systems Research Institute, Inc. (Esri).

Any estimated sales and/or use tax reflected on this quote has been calculated as of the date of this quotation and is merely provided as a convenience for your organization's budgetary purposes. Esri reserves the right to adjust and collect sales and/or use tax at the actual date of invoicing. If your organization is tax exempt or pays state tax directly, then prior to invoicing, your organization must provide Esri with a copy of a current tax exemption certificate issued by your state's taxing authority for the given jurisdiction.

Esri may charge a fee to cover expenses related to any customer requirement to use a proprietary vendor management, procurement, or invoice program.

For questions contact:

Natalie Carter
Email:
[email protected]
Phone:
(909) 793-2853 x7419
The items on this quotation are subject to and governed by the terms of this quotation, the most current product specific scope of use document found at https://assets.esri.com/content/dam/esrisites/media/legal/product-specific-terms-of-use/e300.pdf, and your applicable signed agreement with Esri. If no such agreement covers any item quoted, then Esri’s standard terms and conditions found at https://go.esri.com/MAPS apply to your purchase of that item. If any item is quoted with a multi-year payment schedule, then unless otherwise stated in this quotation, Customer is required to make all payments without right of cancellation. Third-party data sets included in a quotation as separately licensed items will only be provided and invoiced if Esri is able to provide such data and will be subject to the applicable third-party's terms and conditions. If Esri is unable to provide any such data set, Customer will not be responsible for any further payments for the data set. US Federal government entities and US government prime contractors authorized under FAR 51.1 may purchase under the terms of Esri’s GSA Federal Supply Schedule. Supplemental terms and conditions found at https://www.esri.com/en-us/legal/terms/state-supplemental apply to some US state and local government purchases. All terms of this quotation will be incorporated into and become part of any additional agreement regarding Esri’s offerings. Acceptance of this quotation is limited to the terms of this quotation. Esri objects to and expressly rejects any different or additional terms contained in any purchase order, offer, or confirmation sent to or to be sent by buyer. Unless prohibited by law, the quotation information is confidential and may not be copied or released other than for the express purpose of system selection and purchase/license. The information may not be given to outside parties or used for any other purpose without consent from Esri. Delivery is FOB Origin for customers located in the USA.

CARTERN This offer is limited to the terms and conditions incorporated and attached herein. Page 11 of 18

17.H

Esri Use Only:

Cust. Name
Cust. #
PO #
Esri Agreement #

SMALL ENTERPRISE AGREEMENT

COUNTY AND MUNICIPALITY GOVERNMENT
(E214-3)
This Agreement is by and between the organization identified in the Quotation ("Customer") and Environmental Systems Research Institute, Inc. ("Esri").

This Agreement sets forth the terms for Customer's use of Products and incorporates by reference (i) the Quotation and (ii) the Master Agreement. Should there be any conflict between the terms and conditions of the documents that comprise this Agreement, the order of precedence for the documents shall be as follows: (i) the Quotation, (ii) this Agreement, and (iii) the Master Agreement. This Agreement shall be governed by and construed in accordance with the laws of the state in which Customer is located without reference to conflict of laws principles, and the United States of America federal law shall govern in matters of intellectual property. The modifications and additional rights granted in this Agreement apply only to the Products listed in Table A.

Table A
List of Products
Uncapped Quantities
Desktop Software and Extensions (Single Use)
ArcGIS Desktop Advanced
ArcGIS Desktop Standard
ArcGIS Desktop Basic
ArcGIS Desktop Extensions: ArcGIS 3D Analyst,
ArcGIS Spatial Analyst, ArcGIS Geostatistical Analyst,
ArcGIS Publisher, ArcGIS Network Analyst, ArcGIS
Schematics, ArcGIS Workflow Manager, ArcGIS Data
Reviewer
Enterprise Software and Extensions
ArcGIS Enterprise (Advanced and Standard)
ArcGIS Monitor
ArcGIS Enterprise Extensions: ArcGIS 3D Analyst,
ArcGIS Spatial Analyst, ArcGIS Geostatistical Analyst,
ArcGIS Network Analyst, ArcGIS Schematics, ArcGIS
Workflow Manager, ArcGIS Data Reviewer
Enterprise Additional Capability Servers
ArcGIS Image Server
Developer Tools
ArcGIS Runtime Standard
ArcGIS Runtime Analysis Extension
Limited Quantities
One (1) Professional subscription to ArcGIS Developer
Two (2) ArcGIS CityEngine Single Use Licenses
250 ArcGIS Online Viewers
250 ArcGIS Online Creators
37,500 ArcGIS Online Service Credits
250 ArcGIS Enterprise Creators
5 ArcGIS Insights in ArcGIS Enterprise
5 ArcGIS Insights in ArcGIS Online
50 ArcGIS Location Sharing User Type Extension (Enterprise) 50 ArcGIS Location Sharing User Type Extension (Online) 12 ArcGIS Advanced Editing User Type Extension (Enterprise)

OTHER BENEFITS
Number of Esri User Conference registrations provided annually 4 Number of Tier 1 Help Desk individuals authorized to call Esri 4 Maximum number of sets of backup media, if requested* 2 Five percent (5%) discount on all individual commercially available instructor-led training classes at Esri facilities purchased outside this Agreement
*Additional sets of backup media may be purchased for a fee

17.H

Customer may accept this Agreement by signing and returning the whole Agreement with (i) the Quotation attached, (ii) a purchase order, or (iii) another document that matches the Quotation and references this Agreement ("Ordering Document"). ADDITIONAL OR CONFLICTING TERMS IN CUSTOMER'S PURCHASE

ORDER OR OTHER DOCUMENT WILL NOT APPLY, AND THE TERMS OF THIS AGREEMENT WILL GOVERN. This Agreement is effective as of the date of Esri's receipt of an Ordering Document, unless otherwise agreed to by the parties ("Effective Date").

Term of Agreement: Three (3) years
This Agreement supersedes any previous agreements, proposals, presentations, understandings, and arrangements between the parties relating to the licensing of the Products. Except as provided in Article 4— Product Updates, no modifications can be made to this Agreement.

Accepted and Agreed:
(Customer)
By:

Authorized Signature
Printed Name:

Title:

Date:

CUSTOMER CONTACT INFORMATION
Contact: Telephone:

Address: Fax:

City, State, Postal Code: E-mail:

Country:

Quotation Number (if applicable):

17.H

1.0—ADDITIONAL DEFINITIONS
In addition to the definitions provided in the Master
Agreement, the following definitions apply to this
Agreement:
"Case" means a failure of the Software or Online
Services to operate according to the Documentation
where such failure substantially impacts operational
or functional performance.
"Deploy", "Deployed" and "Deployment" mean to
redistribute and install the Products and related
Authorization Codes within Customer's
organization(s).
"Fee" means the fee set forth in the Quotation.
"Maintenance" means Tier 2 Support, Product
updates, and Product patches provided to Customer
during the Term of Agreement.
"Master Agreement" means the applicable master
agreement for Esri Products incorporated by this
reference that is (i) found at https://www.esri.com/enus/legal/terms/full-master-agreement and available in the installation process requiring acceptance by
electronic acknowledgment or (ii) a signed Esri
master agreement or license agreement that
supersedes such electronically acknowledged
master agreement.
"Product(s)" means the products identified in
Table A—List of Products and any updates to the list
Esri provides in writing.
"Quotation" means the offer letter and quotation
provided separately to Customer.
"Technical Support" means the technical
assistance for attempting resolution of a reported
Case through error correction, patches, hot fixes,
workarounds, replacement deliveries, or any other
type of Product corrections or modifications.
"Tier 1 Help Desk" means Customer's point of
contact(s) to provide all Tier 1 Support within
Customer's organization(s).
"Tier 1 Support" means the Technical Support
provided by the Tier 1 Help Desk.
"Tier 2 Support" means the Esri Technical Support
provided to the Tier 1 Help Desk when a Case
cannot be resolved through Tier 1 Support.

2.0—ADDITIONAL GRANT OF LICENSE

2.1 Grant of License. Subject to the terms and
conditions of this Agreement, Esri grants to
Customer a personal, nonexclusive,
nontransferable license solely to use, copy, and
Deploy quantities of the Products listed in
Table A—List of Products for the Term of
Agreement (i) for the applicable Fee and (ii) in
accordance with the Master Agreement.

2.2 Consultant Access. Esri grants Customer the
right to permit Customer's consultants or
contractors to use the Products exclusively for
Customer's benefit. Customer will be solely
responsible for compliance by consultants and
contractors with this Agreement and will ensure
that the consultant or contractor discontinues
use of Products upon completion of work for
Customer. Access to or use of Products by
consultants or contractors not exclusively for
Customer's benefit is prohibited. Customer may
not permit its consultants or contractors to install
Software or Data on consultant, contractor, or
third-party computers or remove Software or
Data from Customer locations, except for the
purpose of hosting the Software or Data on
Contractor servers for the benefit of Customer.

3.0—TERM, TERMINATION, AND EXPIRATION

3.1 Term. This Agreement and all licenses
hereunder will commence on the Effective Date
and continue for the duration identified in the
Term of Agreement, unless this Agreement is
terminated earlier as provided herein. Customer
is only authorized to use Products during the
Term of Agreement. For an Agreement with a
limited term, Esri does not grant Customer an
indefinite or a perpetual license to Products.

3.2 No Use upon Agreement Expiration or
Termination. All Product licenses, all
Maintenance, and Esri User Conference
registrations terminate upon expiration or
termination of this Agreement.

3.3 Termination for a Material Breach. Either party
may terminate this Agreement for a material
breach by the other party. The breaching party
will have thirty (30) days from the date of written
notice to cure any material breach.

3.4 Termination for Lack of Funds. For an
Agreement with government or governmentPage 14 of 18

17.H

owned entities, either party may terminate this
Agreement before any subsequent year if
Customer is unable to secure funding through
the legislative or governing body's approval
process.

3.5 Follow-on Term. If the parties enter into
another agreement substantially similar to this
Agreement for an additional term, the effective
date of the follow-on agreement will be the day
after the expiration date of this Agreement.

4.0—PRODUCT UPDATES

4.1 Future Updates. Esri reserves the right to
update the list of Products in Table A—List of
Products by providing written notice to
Customer. Customer may continue to use all
Products that have been Deployed, but support
and upgrades for deleted items may not be
available. As new Products are incorporated into
the standard program, they will be offered to
Customer via written notice for incorporation into
the Products schedule at no additional charge.

Customer's use of new or updated Products
requires Customer to adhere to applicable
additional or revised terms and conditions in the
Master Agreement.

4.2 Product Life Cycle. During the Term of
Agreement, some Products may be retired or
may no longer be available to Deploy in the
identified quantities. Maintenance will be subject
to the individual Product Life Cycle Support
Status and Product Life Cycle Support Policy,
which can be found at
https://support.esri.com/en/otherresources/product-life-cycle. Updates for Products in the mature and retired phases may
not be available. Customer may continue to use
Products already Deployed, but Customer will
not be able to Deploy retired Products.

5.0—MAINTENANCE
The Fee includes standard maintenance benefits
during the Term of Agreement as specified in the
most current applicable Esri Maintenance and
Support Program document (found at
https://www.esri.com/enus/legal/terms/maintenance). At Esri's sole discretion, Esri may make patches, hot fixes, or
updates available for download. No Software other
than the defined Products will receive Maintenance.

Customer may acquire maintenance for other
Software outside this Agreement.
a. Tier 1 Support

1. Customer will provide Tier 1 Support
through the Tier 1 Help Desk to all
Customer's authorized users.

2. The Tier 1 Help Desk will be fully trained in
the Products.

3. At a minimum, Tier 1 Support will include
those activities that assist the user in
resolving how-to and operational questions
as well as questions on installation and
troubleshooting procedures.

4. The Tier 1 Help Desk will be the initial point
of contact for all questions and reporting of a
Case. The Tier 1 Help Desk will obtain a full
description of each reported Case and the
system configuration from the user. This
may include obtaining any customizations,
code samples, or data involved in the Case.

5. If the Tier 1 Help Desk cannot resolve the
Case, an authorized Tier 1 Help Desk
individual may contact Tier 2 Support. The
Tier 1 Help Desk will provide support in such
a way as to minimize repeat calls and make
solutions to problems available to
Customer’s organization.

6. Tier 1 Help Desk individuals are the only
individuals authorized to contact Tier 2
Support. Customer may change the Tier 1
Help Desk individuals by written notice to
Esri.
b. Tier 2 Support

1. Tier 2 Support will log the calls received
from Tier 1 Help Desk.

2. Tier 2 Support will review all information
collected by and received from the Tier 1
Help Desk including preliminary documented
troubleshooting provided by the Tier 1 Help
Desk when Tier 2 Support is required.

3. Tier 2 Support may request that Tier 1 Help
Desk individuals provide verification of
information, additional information, or
answers to additional questions to

17.H

supplement any preliminary information
gathering or troubleshooting performed by
Tier 1 Help Desk.

4. Tier 2 Support will attempt to resolve the
Case submitted by Tier 1 Help Desk.

5. When the Case is resolved, Tier 2 Support
will communicate the information to Tier 1
Help Desk, and Tier 1 Help Desk will
disseminate the resolution to the user(s).

6.0—ENDORSEMENT AND PUBLICITY
This Agreement will not be construed or interpreted
as an exclusive dealings agreement or Customer's
endorsement of Products. Either party may publicize
the existence of this Agreement.

7.0—ADMINISTRATIVE REQUIREMENTS

7.1 OEM Licenses. Under Esri's OEM or Solution
OEM programs, OEM partners are authorized to
embed or bundle portions of Esri products and
services with their application or service. OEM
partners' business model, licensing terms and
conditions, and pricing are independent of this
Agreement. Customer will not seek any discount
from the OEM partner or Esri based on the
availability of Products under this Agreement.

Customer will not decouple Esri products or
services from the OEM partners' application or
service.

7.2 Annual Report of Deployments. At each
anniversary date and ninety (90) calendar days
prior to the expiration of this Agreement,
Customer will provide Esri with a written report
detailing all Deployments. Upon request,
Customer will provide records sufficient to verify
the accuracy of the annual report.

8.0—ORDERING, ADMINISTRATIVE

PROCEDURES, DELIVERY, AND

DEPLOYMENT

8.1 Orders, Delivery, and Deployment
a. Upon the Effective Date, Esri will invoice
Customer and provide Authorization Codes to
activate the nondestructive copy protection
program that enables Customer to download,
operate, or allow access to the Products. If this
is a multi-year Agreement, Esri may invoice the
Fee up to thirty (30) calendar days before the
annual anniversary date for each year.
b. Undisputed invoices will be due and payable
within thirty (30) calendar days from the date of
invoice. Esri reserves the right to suspend
Customer's access to and use of Products if
Customer fails to pay any undisputed amount
owed on or before its due date. Esri may charge
Customer interest at a monthly rate equal to the
lesser of one percent (1.0%) per month or the
maximum rate permitted by applicable law on
any overdue fees plus all expenses of collection
for any overdue balance that remains unpaid
ten (10) days after Esri has notified Customer of
the past-due balance.
c. Esri's federal ID number is 95-2775-732.
d. If requested, Esri will ship backup media to the
ship-to address identified on the Ordering
Document, FOB Destination, with shipping
charges prepaid. Customer acknowledges that
should sales or use taxes become due as a
result of any shipments of tangible media, Esri
has a right to invoice and Customer will pay any
such sales or use tax associated with the receipt
of tangible media.

8.2 Order Requirements. Esri does not require
Customer to issue a purchase order. Customer
may submit a purchase order in accordance with
its own process requirements, provided that if
Customer issues a purchase order, Customer
will submit its initial purchase order on the
Effective Date. If this is a multi-year Agreement,
Customer will submit subsequent purchase
orders to Esri at least thirty (30) calendar days
before the annual anniversary date for each
year.
a. All orders pertaining to this Agreement will be
processed through Customer's centralized point
of contact.
b. The following information will be included in
each Ordering Document:
(1) Customer name; Esri customer number, if
known; and bill-to and ship-to addresses
(2) Order number
(3) Applicable annual payment due

17.H

9.0—MERGERS, ACQUISITIONS, OR

DIVESTITURES
If Customer is a commercial entity, Customer will
notify Esri in writing in the event of (i) a
consolidation, merger, or reorganization of Customer
with or into another corporation or entity;
(ii) Customer's acquisition of another entity; or (iii) a transfer or sale of all or part of Customer's
organization (subsections i, ii, and iii, collectively
referred to as "Ownership Change"). There will be
no decrease in Fee as a result of any Ownership
Change.

9.1 If an Ownership Change increases the
cumulative program count beyond the maximum
level for this Agreement, Esri reserves the right
to increase the Fee or terminate this Agreement
and the parties will negotiate a new agreement.

9.2 If an Ownership Change results in transfer or
sale of a portion of Customer's organization, that
portion of Customer's organization will transfer
the Products to Customer or uninstall, remove,
and destroy all copies of the Products.

9.3 This Agreement may not be assigned to a
successor entity as a result of an Ownership
Change unless approved by Esri in writing in
advance. If the assignment to the new entity is
not approved, Customer will require any
successor entity to uninstall, remove, and
destroy the Products. This Agreement will
terminate upon such Ownership Change.

17.H

SOLE SOURCE LETTER
Environmental Systems Research Institute, Inc. (Esri)
380 New York Street
Redlands, CA 92373
J-8933-SGE/JR August 13, 2024
Esri 380 New York St., Redlands, CA 92373-8100, USA • TEL 909-793-2853 • FAX 909-793-5953 • E-MAIL [email protected] • WEB www.esri.com DATE: August 13, 2024
TO: City of Hemet
FROM: Jackie Ricks, Contracts Specialist I, Contracts and Legal Services Dept.

RE: Esri Sole Source Justification for Small Municipal and County Government Enterprise Agreement
This letter confirms Esri, as owner and manufacturer, is the sole source provider of all U.S. domestic Small Municipal and County Government Enterprise Agreements (EA). The Small Municipal and County Government EA is a bundled package of term limited software licenses and maintenance that includes the right to copy.

Subject to the disclosures set forth below, Esri is the only source that can grant a right to copy and deploy Enterprise Software within your organization (Enterprise). Also, domestically Esri is the only source of maintenance (updates and technical support) for all Esri® software.

Esri has authorized certain resellers to resell Small Local Government Cloud-Based Enterprise Agreements for populations of less than 15,000.

If you have further questions, please feel free to call our Contracts and Legal Services Department at 909-793-2853, extension 1990.

17.H

City of Hemet
City Council Meeting

STAFF REPORT
Meeting: City Council Meeting - Oct 22 2024
Department: Public Works
Submitted by: Mark Prestwich, City Manager
Jilleen Ferris, Deputy Public Works Director/Assistant City Engineer; ☐ Receive and File ☒ Consent Calendar ☐ Business Item ☐ Public Hearing TITLE:

A Resolution of the City Council of the City of Hemet, California, Approving a Subdivision Improvement Agreement, Improvement Security, and Final Parcel Map 36566, Located North of Kimball Ave between Buena Vista Street and Juanita Street RECOMMENDED ACTION:

It is respectfully recommended that the City Council:

Adopt a Resolution of the City Council of the City of Hemet, California, Approving a Subdivision Improvement Agreement, Improvement Security, and Final Parcel Map 36566, Located North of Kimball Ave between Buena Vista Street and Juanita Street.

BACKGROUND:

The property, as defined by Parcel Map 36566, is located south of Kimball Street between Buena Vista Street and Juanita Street. The property is currently one parcel, and will be subdividing the property into two parcels, as shown in the attached Parcel Map.

Tentative Parcel Map was conditionally approved by Planning Commission on October 3, 2023. The project is exempt from the provision of the California Environmental Quality Act (CEQA) under CEQA Guidelines Section 15315 Minor Land Division, and a notice of exemption was filed on October 5, 2023.

ANALYSIS:

The owner, Frontier California, Inc., is required to annex into the Citywide Community Facilities District, of which the formation is occurring simultaneously as this map is being presented to Council.

Frontier California, Inc. has entered into a subdivision improvement agreement with the City of the improvements conditioned as part of the Tentative Parcel Map and has posted adequate security to assure completion of the required public improvements.

17.I

All applicable conditions of the tentative map approval have been met. With the City Council’s approval of the Parcel Map, the map will be recorded with the Riverside County Recorder.

DISCUSSION:

The public infrastructure improvements associated with the approval of Parcel Map 36566 include the removal and replacement of the existing driveway approaches, the removal, and replacement of curb ramps, landscape and irrigation, and the installation of street lighting.

The City's Consultant Surveyor has reviewed the Final Parcel Map 36566 and finds that it is technically correct, and the City Engineer has reviewed and finds it is in substantial conformance with the approved Tentative Parcel Map. The City Attorney has reviewed and approved the form of the Subdivision Improvement Agreement and the Subdivision Improvement Surety Bond Forms.

PREVIOUS COUNCIL ACTION:

There is no previous Council action.

STRATEGIC PLAN INTEGRATION:

GOAL ONE: QUALITY OF LIFE:

To ensure that Hemet is safe, clean, attractive and comfortable for all who live, work, and visit.

Objective 1: Enhance the visual appearance of the community to make it attractive and reduce blight.

Objective 2: Explore and implement homelessness solutions for the City of Hemet.

Objective 3: Increase Public Safety visibility and response.

GOAL FIVE: ORGANIZATIONAL EFFECTIVENESS
To identify the work needed inside the City organization to effectively provide services to the community and ensure financial stability.

Objective 1: Operate in a financially sustainable manner.

Objective 2: Evaluate existing practices to ensure continuity with industry best practices.

Objective 3: Provide Council with policies that are consistent while lessening liabilities.

Objective 4: Increase employee retention by training and creating a positive workplace.

Objective 5: Streamline fire prevention coordination efforts.

FISCAL IMPACT:

There are no fiscal impacts to the General Fund.

ALTERNATIVE(S):

1.Do not approve Final Parcel Map 36566.

2.Provide alternative direction to the City Manager.

ATTACHMENT(S):

Attachment 1 - Resolution Final Map 36566
Attachment 2 - SIA and Surety Bonds

17.I

Attachment 3 - Parcel Map 36566

17.I

CITY OF HEMET RESOLUTION NO. 2024-XXX 1

CITY OF HEMET

HEMET, CALIFORNIA
RESOLUTION NO. 2024-xxx

A RESOLUTION OF THE CITY COUNCIL OF THE CITY

OF HEMET, CALIFORNIA, APPROVING A SUBDIVISION

IMPROVEMENT AGREEMENT, IMPROVEMENT
SECURITY, AND FINAL PARCEL MAP 36566, LOCATED

NORTH OF KIMBALL AVENUE BETWEEN BUENA VISTA

STREET AND JUANITA STREET
The City Council of the City of Hemet, California (hereafter referred to as the “City Council”) does resolve as follows:

WHEREAS, the property defined by Parcel Map 36566 is located south of Kimball Avenue between Buena Vista Street and Juanita Street; and WHEREAS, the property is currently one parcel, and will be subdividing the property into two parcels; and
WHEREAS, Tentative Parcel Map 36566 was conditionally approved by Planning Commission on October 3, 2023, and a California Environmental Quality Act (CEQA) exemption was filed on October 5, 2023 under CEQA Guidelines Section 15315 Minor Land Division; and
WHEREAS, the owner, Frontier California, Inc. is required to annex into the Citywide Community Facilities District, of which formation and annexation is occurring simultaneously as this map is being presented to Council; and WHEREAS, Frontier California, Inc. has entered into a subdivision improvement agreement with the City for the improvements conditioned as part of the Tentative

17.I

CITY OF HEMET RESOLUTION NO. 2024-XXX 1
Parcel Map and has posted adequate security to assure completion of the required public improvements; and
WHEREAS, all applicable conditions of the Tentative Parcel Map approval have been met, and with approval of the Final Parcel Map, the map will be recorded with the Riverside County Recorder; and
WHEREAS, the public infrastructure improvements associated with the approval of Parcel Map 36566 include removal and replacement of the existing driveway approaches, removal and replacement of curb ramps, landscape and irrigation, and installation of street lighting; and
WHEREAS, the City’s Consultant Surveyor has reviewed the Final Parcel Map 36566 and finds that it is technically correct, the City Engineer finds it is in substantial conformance with the approved Tentative Parcel Map, and the City Attorney has reviewed and approved the form of the Subdivision Improvement Agreement and the Subdivision Improvement Surety Bond Forms.

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

SECTION 1. FINDINGS – The above recitals are all true and correct.

SECTION 2. The location and configuration of the lots created by Final Parcel Map 36566 substantially comply with the previously approved Tentative Parcel Map.

SECTION 3. The subdivision improvement agreement is approved and the City Manager is authorized to execute the agreement.

17.I

CITY OF HEMET RESOLUTION NO. 2024-XXX 1
SECTION 4. The improvement security is accepted, subject to approval as to form and content by the City Attorney.

SECTION 5. The City Council hereby approves Parcel Map 36566, located north of Kimball Avenue between Buena Vista Street and Juanita Street.

SECTION 6. This resolution shall take effect upon its adoption.

PASSED, APPROVED AND ADOPTED this 22nd day of October, 2024. ____________________________
Joe Males, Mayor
ATTEST:
_____________________________
John Paul Maier, City Clerk

17.I

CITY OF HEMET RESOLUTION NO. 2024-XXX 1
State of California )
County of Riverside )
City of Hemet )
I, John Paul Maier, City Clerk of the City of Hemet, do hereby certify that the foregoing resolution was adopted by the Hemet City Council on the 22nd day of October, 2024, and was passed by the following vote:

AYES: Council Members:

NOES: Council Members:

ABSTAIN: Council Members:

ABSENT: Council Members:
_____________________________
John Paul Maier, City Clerk

17.I

RECORDING REQUESTEDBY AND
WHEN RECORDED RETURN TO:

CITY OF HEMET

CITY CLERK
445 E. Florida Avenue
Hemet, California 92543
Space above this line for Recorder’s Use Exempt from Fees Per Gov. Code § 6103

SUBDIVISION IMPROVEMENT AGREEMENT
Subdivision No. 36566
THIS SUBDIVISION IMPROVEMENT AGREEMENT (“Agreement”) is made and entered into this day of 2024 (“Effective Date”) by and between the City of Hemet, a Municipal Corporation, hereinafter referred to as “City,” and Frontier California, Inc., a California corporation, hereinafter referred to as “Subdivider.” For the purposes of this Agreement the City and Subdivider are sometimes hereinafter referred to as “Party” and hereinafter referred to as the “Parties.”

RECITALS
A. Subdivider has presented to the City a parcel map or ?nal map of a proposed subdivision of land located within the corporate limits of the City that has been prepared in accordance with the Subdivision Map Act of the State of California, the City'of Hemet Municipal Code, and the tentative map of the Subdivision previously approved by the City.

B. The proposed subdivision of land is commonly known and described as Subdivision No. 36566 and is hereinafter referred to as the "Subdivision” or the "Project." C. Subdivider has requested approval of a parcel map or ?nal map prior to the construction and completion of the public improvements, which may include, but is not limited to streets, highways, public ways, sidewalks, curbs, gutters, storm drainage facilities, public utility facilities, landscaping, design standards which are part of the provisions for lot grading and drainage in or appurtenant to the Subdivision, and other public improvements that are required by the Subdivision Map Act, City Municipal Code, the tentative map (and approvals given in connection therewith), and ?nal grading plan, if any, approved by the City. The foregoing improvements, for which the corresponding improvement plans are listed in Table 1 below, are hereinafter referred to as "the Required Improvements. "
Page | 1
193758716 3 docx

17.I

Recitals
Performance of Work
Iv Engineer
D. Table 1: Plans for Required Improvements (Approved plans shall be incorporated herein by this reference)
Preliminary Plan to Accompany Subdivision Improvement Agreement (SIA) Plan No. 36566 Improvement Plans for Hemet Subdivision
NOW, THEREFORE, the Parties agree as follows:

1. . The foregoing recitals are true and correct and are incorporated herein by this reference.

2. . Subdivider agrees to furnish, construct and install at Subdivider's own expense the Required Improvements as shown on the plans and speci?cations of the Subdivision, a copy of which is on ?le in the of?ce of the Director of Development Services, and is incorporated herein by this reference, along with any changes or modi?cations as may be required by the City Engineer due to errors, omissions, or changes in conditions. The plans and speci?cations of the Required Improvements may be modi?ed by the Subdivider as the development progresses, subject to the prior written approval of the City Engineer. The Subdivider also agrees to pay all City engineering fees and other City fees including overhead fees incurred during the performance of this Agreement, all of which are covered by the attached bonds. The total estimated cost of the Required Improvements, as determined by the City Engineer, is 276,989.40.

Engineer’s estimate is attached hereto and incorporated as Exhibit A-l.

3. Work Shall Be To The Satisfaction of Ci . All of the work on the Required Improvements is to be done at the locations, with the materials, in the manner, and at the grades, as shown upon the approved plans and speci?cations and the City's improvement standards and standard speci?cations, to the satisfaction of the City Engineer. Subdivider shall protect, maintain and repair all work installed by Subdivider prior to acceptance of the Required Improvements, including but not limited to signing, striping, activation of all street lighting, traf?c signals, and irrigation controllers. Subdivider shall pay all utility costs associated with the Required Improvements until (i) the City agrees to take over payment of these costs OR (ii) one year has elapsed after the City accepts the Required Improvements, whichever occurs ?rst. Subdivider shall maintain all landscaping within existing or future public right-of-ways and property (i.e., landscaping intended to be publicly maintained at a future date) until (i) the City agrees to take over maintenance of the landscaping OR (ii) three years has elapsed after the City accepts the Required Improvements, whichever occurs ?rst.

4. Iniurvto Public Improvements, Public Property or Public Utilities Facilities. Subdivider shall replace or repair, or have replaced or repaired, all public improvements, public utility facilities, and surveying or subdivision monuments which are destroyed or damaged in the performance of any work under this Agreement. Subdivider shall bear the entire cost of replacement or repairs of any and all public or private utility property Page | 2
193758716 3 docx

17.I

Inspection
damaged or destroyed in the performance of any work done under this Agreement, whether such property is owned by the United States or any agency thereof, or the State of California, or any agency or political subdivision thereof, or by the City or any public or private utility corporation or by any combination of such owners. Any repair or replacement shall be to the satisfaction of the City Engineer.

5. . Subdivider shall at all times maintain proper facilities and safe access for inspection of the Required Improvements and other public improvements by the City.

Upon completion of the work, the Subdivider may make a written request a ?nal inspection and acceptance of the Required Improvements by the City Engineer. Such request shall be made at least forty-?ve (45) days’ prior to the requested acceptance date and shall be accompanied by: (i) as-builts of the Required Improvements certi?ed by the Subdivider’s professional engineer and (ii) written acceptance of those Required Improvements for other public agencies. The City Engineer shall then inspect the Required Improvements and if the City Engineer determines that the work has been completed in accordance with this Agreement, then the City Engineer shall submit the request for acceptance to the City Council. No Required Improvements shall be submitted to the City Council for ?nal acceptance unless all aspects of the work have been inspected and determined to have been completed in accordance with the City’s improvement standards and standard speci?cations, including but not limited to providing the Required Improvements free and clear from liens. Subdivider shall bear all costs of plan check, inspection, certi?cation and all City overhead costs. If the City Council accepts the Required Improvements, such acceptance shall be effective the date approved by the City Council or such other date as the City Council may direct.

6. Subdivider’s Obligation to Warn Public during Construction. Until ?nal acceptance of the Required Improvements, Subdivider shall give good and adequate warning to the public of each and every dangerous condition existing in the Required Improvements area, and shall take reasonable actions to protect the public from such dangerous condition. In addition, any claims received by the City from third parties for damage from construction of the Required Improvements or improvements shall be tendered to Subdivider for addressing indemni?cation pursuant to Section 14, and potential payment at the City's request should the City determine such damage is the result of Subdivider or Subdivider contractor's work.

7. Superintendence by Subdivider. Subdivider shall require each contractor and subcontractor to have a competent foreman on the job at all times when that contractor or subcontractor, or any employee or agent thereof, is performing work on the Required Improvements. In addition, Subdivider shall maintain an of?ce with a telephone and Subdivider or a person authorized to make decisions and to act for Subdivider in Subdivider’s absence shall be available on the job site within three (3) hours of being called at such of?ce by the City during the hours of 8:00 AM. through 5:00 P.M., Monday through Friday, or any other day or time when work is being performed on the Required Improvements.

17.I

Commencement
and Request for Extension
Utility Undergrounding and
Improvement Sccuritx
8 Work. Time for and Performance. Work on the Required Improvements shall be completed within twenty-four (24) months of execution of this Agreement; provided, however, the Required Improvements shall not be deemed to be complete until accepted in writing by the City. d

9. Time is of the Essence
(a) Time is of the essence in this Agreement. The date for completion of the Required Improvements may not be extended, except as provided in this paragraph. The City Engineer may extend the date for a maximum of three hundred and sixty-?ve (365) days due to delays in the work actually caused by inclement weather, riots, strikes, lockouts, ?res, earthquakes, ?oods and conditions resulting therefrom, or for other reason beyond the control of the Subdivider. Extension of the date for any other cause or beyond three hundred and sixty-?ve (365) days shall be made only by the City Council. Extensions shall be granted only upon a showing of good cause by the Subdivider. The City Council or City Engineer, respectively speci?ed in thi paragraph shall be the sole and ?nal judge as to whether good cause has been shown s to grant the Subdivider to an extension.
(b) Requests for extension of the completion date shall be in writing and delivered to the City thirty (30) days prior to the expiration of the date speci?ed in Section 8 in the manner hereinafter speci?ed for service of notices. An extension of time, if any, shall be granted only in writing, and an oral extension shall not be valid or binding on the City.
(c) In the event the City extends the time of completion of the Required Improvements, such extension may be granted without notice by the City to the Subdivider’s surety and shall in no way release any guarantee or security given by the Subdivider pursuant to this Agreement, or relieve or release those providing an improvement security pursuant to this Agreement. The surety or sureties, if any, in executing the securities shall be deemed to have expressly agreed to any such extension of time. (d) In granting any extension of time, the City may require new or amended improvement security in amounts increased to re?ect increases in the costs of constructing the Required Improvements or impose other conditions to protect its interests and ensure the timely completion of the Required Improvements.

10. Relocation Costs. Subdivider shall assume all costs for utility and cable television undergrounding and/or relocation which is not the responsibility of the cable television, gas, electric, telephone, or other utility company under the terms of the franchises with the City or otherwise imposed upon the utility companies by law.

11. . Concurrently with the execution of this Agreement, the Subdivider shall furnish the City with:

Page | 4
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(a) Faithful Performance. Subdivider shall provide faithful performance security as set forth in the City Municipal Code to secure faithful performance of this Agreement (the "Performance Security"). This Performance Security shall be in the amount of one hundred percent (100%) of the total estimated cost of the Required Improvements, as determined by the City Engineer, which total cost is in the amount of $276,989.40.
(b) Payment Security. Subdivider shall also provide payment security as set forth in the City Municipal Code to secure payment to the contractor, subcontractors and to persons renting equipment or furnishing labor or materials to them for the work (the "Payment Security"). This Payment Security shall be in the amount of one hundred percent (100%) of the total estimated cost of the Required Improvements, as determined by the City Engineer, which total cost is in the amount of $276,989.40 and shall secure the obligations set forth in Section 8000 et seq. of the Civil Code of the State of California.
(0) Guarantee and Warranty Security. Subdivider shall also ?le with this Agreement a guarantee and warranty security in the amount of one hundred percent (100%) of the total estimated cost of the Required Improvements (the "Warranty Security"), as determined by the City Engineer, which total cost is in the amount 276,989.40 to guarantee and warrant the Required Improvements for a period of one (1) year following their completion and acceptance against any defective work or labor done, or defective materials furnished. This Warranty Security shall also secure Subdivider’s obligation to pay all City engineering fees, overhead fees, and City fees incurred during the warranty period.
(d) Monument Security. Subdivider shall also ?le with this Agreement a "monument security" in the amount of one hundred percent (100%) of the total estimated cost of the installation of survey monuments (the "Monument Security") in the Subdivision, as determined by the City Engineer, which total cost is in the amount of $7,500.00, to guarantee and secure the placement of such monuments.
(e) Bonds. Any bonds submitted as security pursuant to this section shall be furnished by (f)
Page I5
companies who are authorized and licensed by the Insurance Commissioner of the State of California as "admitted surety insurers," to act as surety upon bonds and undertakings. The company shall maintain in the state of California at least one of?ce for the conduct of its business. Bonds must be approved by City. The bonds shall be furnished on the forms enclosed following this Agreement and shall be satisfactory to the City. All required securities shall be in a form approved by the City Attorney. The surety (or sureties) shall furnish reports as to its ?nancial conditions from time to time as requested by the City. The premiums for said bonds shall be paid by Subdivider.

Changes to Agreement of Plans. No change, alteration, or addition to the terms of this Agreement or the plans and speci?cations incorporated herein shall in any manner affect the obligation of the sureties, except as otherwise provided by the Subdivision Map Act.
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Release of Securitx
(g) Irrevocable. The securities shall be irrevocable, shall not be limited as to time and shall provide that they may be released, in whole or part, only upon the written approval of the City Engineer and as provided in Section 12. All securities provided pursuant to this Agreement shall expressly obligate the surety for any extension of time authorized by the City for Subdivider's completion of the Required Improvements, whether or not the surety is given notice of such an extension by the City.
(h) Attomey-In-F act. The Attorney—in-Fact (resident agent) who executes the securities

12. on behalf of the surety company must attach a copy of his/her Power of Attorney as evidence of his/her authority. A notary shall acknowledge the power as of the date of the execution of the surety bond that it covers.
(a) Guarantee and Warranty Security. Any unused portion of the Warranty Security may be released one (1) year after acceptance of the Required Improvements by the City.

The amount to be released shall ?rst be reduced by the amount deemed necessary by the City to correct any defects in the Required Improvements that are known or believed by the City to exist at the end of the guarantee and warranty period. Any unreleased portion of the Warranty Security shall remain in full force and effect unless and until the City noti?es Subdivider in writing that the necessary repairs have been made to the satisfaction of the City Engineer and that the warranty period has been successfully completed.
(b) Payment Security. The Payment Security may be released thirty- ?ve (35) days after passage of the time within which claims of lien are required to be recorded pursuant to California Civil Code Section 8000 et. seq., but in no event shall such security be released prior to one hundred and twenty (120) days after acceptance of the Required Improvements by the City. The amount to be released shall ?rst be reduced by the total of all claims on which an action has been ?led and notice thereof given in writing to the City. City expressly may require the surety not to release the amount of the Payment Security deemed necessary by City to assure payment of reasonable expenses and fees, including reasonable attorney's fees. (0) Faithful Performance Security

1. The Performance Security shall be released upon ?nal completion and acceptance of the Required Improvements by the City and in accordance with Government Code Section 66499.7. Partial release of the Performance Security shall be approved only as required by, and subject to the conditions and limitations set forth in Government Code Section 66499.7.
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Inspection and Other Fees
Defense Indemni?cat

11. If the City approves the partial release of the Performance Security, the City may accept replacement security at the required reduced level as a substitute for the original security, but the release of the original security shall not be effective until the City Engineer approves the form and amount of the replacement security. If the partial release is effected through a reduction in the amount of the existing security, the Subdivider shall provide to the City written acknowledgement by the issuer of the Performance Security that the existing Performance Security remains in full force and effect at the reduced level. 111. A reduction in Performance Security under this section is not and shall not be deemed to be an acceptance by the City of the completed improvements, and the risk of loss or damage to the improvements and the obligation to maintain the improvements shall remain the sole responsibility of the Subdivider until all of the Required Improvements have been accepted in writing by the City and all other required improvements have been fully completed in accordance with the plans and speci?cations for the Required Improvements.
(d) Monument Security. The Monument Security may be released upon acceptance of the

13. required monument installation by the City Engineer. . The Subdivider shall pay to the City all fees imposed in connection with the design, construction and inspection of the Required Improvements including City overhead costs. These fees must be paid in full prior to the City's acceptance of the Required Improvements and are covered under the bonds of this Agreement. The fees referred to above are not necessarily the only City fees, charges or other costs that have been, or will be, impOsed on the Subdivision and its development, and this Agreement shall in no way exonerate or relieve the Subdivider from paying such other applicable fees, charges, and/or costs

14. ion and Hold Harmless.
(a) The Subdivider shall defend, indemnify, and hold harmless the City, its of?cers, Page | 7
employees, agents, and elective and appointive boards from any and all claims, losses, damages, including property damage, personal injury, including death, costs, including attorney fees, and liability of any kind or nature, including without limitation, liabilities and/or penalties arising out of the Prevailing Wage laws, directly or indirectly arising out of or in any way connected with performance under this Agreement and/or the construction of the Required Improvements by the Subdivider, contractor or any subcontractor, or of any person directly or indirectly employed by, or acting as agent for the Subdivider, contractor or any subcontractor, except those matters arising from the sole active negligence or willful misconduct of the City, as determined by a court of competent jurisdiction unless and until such judicial determination is made, or as otherwise agreed by the Parties, Subdivider shall remain obligated to defend, indemnify, and hold harmless the City, its of?cers, employees, 193758716 3 doc

17.I

EnvironmentalWarrantx.
agents, and elective and appointed boards pursuant to this Agreement (b) This defense, indemni?cation and hold harmless provision shall extend to claims, losses, damage, injury, costs, including attorney fees, and liability for injuries occurring after completion of the construction of the Required Improvements as well as during construction, and shall apply regardless of whether or not the City has prepared, supplied or approved the plans and/or speci?cations for the Required Improvements or has inspected or accepted the same. Acceptance of insurance required under this Agreement shall not relieve Subdivider from liability under this section.
(c) The Parties intend that this section shall be broadly construed to effectuate its

15. purpose. The provisions of this section shall survive termination or suspension of this Agreement.
(a) Prior to the acceptance of any dedications or Required Improvements by City,

Subdivider shall certify and warrant that: neither the property to be dedicated nor Subdivider are in violation of any environmental law and neither the property to be dedicated nor the Subdivider are subject to any existing, pending, or threatened investigation by any federal, state or local governmental authority under or in connection with any environmental law. Neither Subdivider nor any third party will use, generate, manufacture, produce, or release, on, under, or about the property to be dedicated, any hazardous substance, except in compliance with all applicabl environmental laws. Subdivider has not caused or permitted the release of, and e has no knowledge of the release or presence of, any hazardous substance on the property to be dedicated or the migration of any hazardous substance from or to any other property adjacent to, or in the vicinity of, the property to be dedicated. Subdivider's prior and present use of the property to be dedicated has not resulted in the release of any hazardous substance on the property to be dedicated. Subdivider shall give prompt written notice to City at the address set forth herein of:

Any proceeding or investigation by any federal, state or local governmental authority with respect to the presence of any hazardous substance on the property to be dedicated or the migration thereof from or to any other property adjacent to, or in the vicinity of, the property to be dedicated;
Any claims made or threatened by any third party against City or the property to be dedicated relating to any loss or injury resulting from any hazardous substance; and
iii. Subdivider's discovery of any occurrence or condition on any property adjoining or in the vicinity of the property to be dedicated that could cause the property to be dedicated or any part thereof to be subject to 193758716 3 docx

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any restrictions on its ownership, occupancy, use for the purpose for which it is intended, transferability, or suit under any environmental law.
(b) As used in this Agreement, the term "hazardous substance" includes any hazardous or toxic substance or material or waste, including but not limited to all types of gasoline, oil, and other petroleum hydrocarbons, asbestos, radon, polychlorinated biphenols (PCBs), or any other chemical, material, controlled substance, object, condition, waste, living organism or any combination thereof which is or may be hazardous to human health or safety or to the environment due to its radioactivity, ignitability, corrosivity, reactivity, explosivity, toxicity, carcinogenicity, mutagenicity, phytotoxicity, infectiousness or other harmful properties of effects, which is now, or in the future becomes, listed, de?ned or regulated in any manner by any federal, state, or local City based directly or indirectly upon such properties.

16. Subdivider's Insurance
(a) Subdivider Shall Maintain Insurance. Subdivider shall not commence any work before obtaining, and shall maintain in force at all times during the duration and performance of this Agreement, the policies of insurance speci?ed in this section.

Such insurance must have the approval of the City as to limit, form, and amount, and shall be placed with insurers with an AM. Best rating of no less than AzVII. (b) Subdivider to Provide Evidence of Insurance. Prior to the execution of this Agreement and prior to the commencement of any work, the Subdivider or its insurance broker shall deliver the required proof of insurance compliance, consisting of Insurance Services Of?ce (ISO) endorsement forms or their equivalent and the ACORD form 25—Scerti?cate of insurance (or its equivalent), evidencing all required coverage to City. City may designate an insurance certi?cate processor ("Processor") to accept and process Subdivider's proof of insurance. Subdivider shall deliver copies of the actual insurance policies, renewals, or replacements directly to City or Processor upon their request. Subdivider shall not allow any contractor or subcontractor to commence work until the same insurance is ?rst obtained by such contractor or subcontractor. Certi?cates shall be signed by a person authorized by the insurer, or insurers, to bind coverage on their behalf. As an alternative to providing the City with approved forms of certi?cates of insurance and endorsements, the Subdivider may provide complete, certi?ed copies of all required insurance policies, including endorsements, affecting the coverage required by this section. At any time, at the written request of the City, Subdivider agrees to furnish one or more copies of each required policy including declarations pages, conditions, provisions, endorsements, and exclusions. Such copies shall be certi?ed by an authorized representative of each insurer.
(c) No Suspension of Insurance. The Subdivider shall serve the City notice, in writing by Page | 9
certi?ed mail, within two (2) days of any notices received from any insurance carriers providing insurance coverage under this Agreement that concern the suspension ,
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ii.
voidance, cancellation, termination, reduction in coverage or limits, non-renewal, or material changes of coverage proposed or otherwise.
(d) Deductibles. Any deductibles, or self-insured retentions, exceeding ?ve thousand ($5,000) dollars must be declared to, and approved by, the City. Upon request by the City, Subdivider shall demonstrate ?nancial capability for payment of such deductibles or self-insured retentions.
(e) Coverages Shall Not Limit Obligations. The requirement as to types, limits, and the (0
Page | 10
City's approval of insurance coverage to be maintained by Subdivider are not intended to, and shall not in any manner, limit or qualify the liabilities and obligations assumed by Subdivider under the Agreement.

Required Limits. Subdivider and its contractors and subcontractors shall, at their expense, maintain in effect at all times during the term of this Agreement, not less than the following coverage and limits of insurance, which shall be maintained with insurers and under forms of policy satisfactory to the City. The maintenance of Subdivider and its contractors and subcontractors of the following coverage and limit of insurance is a material element of the Agreement. The failure of Subdivider or of any of its contractors or subcontractors to maintain or renew coverage or to provide evidence of renewal may be treated by the City as a material breach of this Agreement.

Workers' Compensation Insurance. Subdivider shall maintain, during the term of this Agreement, Workers' Compensation insurance for all of Subdivider's employees as required by Labor Code section 3700 of the State of California and Employer's Liability Act, including Longshoremen's and Harbor Workers' Act ("Acts"), if applicable. Employer's Liability limits shall not be less than one million ($1,000,000) dollars per occurrence. The Subdivider shall execute a certi?cate in compliance with Labor Code section 1861, on the form attached to this Agreement. The insurer shall agree to waive all rights of subrogation against the City, its of?cers, of?cials, and employees for losses arising from work falling within the terms of this Agreement. Subdivider shall indemnify and hold harmless the City for any damage resulting to it, including attorney fees, from failure of either Subdivider or any contractor or subcontractor to take out and maintain such insurance.

Commercial General Liability Insurance. Subdivider shall maintain during the term of this Agreement such commercial general liability insurance as shall insure the City, its elective and appointive boards and commissions, of?cers, agents and employees, Subdivider and any contractor or subcontractor performing work covered by this Agreement. The insurance shall include, but not be limited to, protection against claims arising from death, bodily or personal injury, or damage to property resulting from actions, failures to act, or operations of Subdivider, any contractor's or 193758716 3 docx

17.I

17. ?LailingMgs
iii.
subcontractor’s operations hereunder, whether such operations are by Subdivider or any contractor or subcontractor or by anyone directly or indirectly employed by either Subdivider or any contractor or subcontractor.

The amount of insurance coverage shall not be less than one million ($1,000,000) dollars per occurrence and two million ($2,000,000) dollars per policy aggregate. As an alternative to the policy aggregate the Subdivider may have an aggregate limit of one million ($1,000,000) dollars per project apply. Coverage shall be at least as broad as Insurance Services Of?ce "occurrence form CG 00 01 (ed. 10/01)" covering commercial general liability or its equivalent.

Endorsements. Subdivider shall see that the commercial general liability insurance shall include, or be endorsed to include, the following:
a. Provision or endorsement naming the City of Hemet, its of?cers, employees, agents, boards, commissions, and volunteers as Additional Insureds with respect to liability arising out of the performance of any work under this Agreement.
b. Provision or endorsement waiving any rights of subrogation against the City, its of?cers, of?cials, employees, agents, boards, commissions and volunteers.
c. Provision or endorsement stating that insurance is primary insurance with respect to the City, its of?cers, employees, agents, boards, commissions, and volunteers, to the extent the City is an additional insured. Any insurance or self-insurance maintained by the City, its of?cers, of?cials, employees, agents, boards, commissions, and volunteers shall be in excess of the Subdivider's insurance and shall not contribute with it.
d. Provision or endorsement stating that the Subdivider's insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability (cross-liability).

Provision or endorsement stating that any failure to comply with reporting or other provisions of the policies including breaches of representations shall not affect coverage provided to the City, its of?cers, employees, agents, boards, commissions, and volunteers. . Required Improvements may be subject to the payment of prevailing wage under California Labor Code Section 1720. In the event Subdivider does not pay prevailing wages for the work performed under this Agreement, the Subdivider shall pay all penalties and wages as required by applicable law and defend, indemnify, and hold harmless the City pursuant to sections 13 and 14 of this Agreement.

Page | 11
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Title to Reguired Improvements
Repairor Reconstructionoi‘Defective Work

18. (a) The City shall not accept any real property to be dedicated or the Required Improvements unless they are constructed in conformity with the approved plans and speci?cations, approved modi?cations, if any, the approved ?nal or parcel map, and the City’s improvement standards and speci?cations, to the satisfaction of the City Engineer. Until such time as the Required Improvements are accepted by the City, Subdivider shall retain title and shall be responsible for, and bear the risk of loss to, any of the improvements constructed or installed.
(b) Title to and ownership of any real property to be dedicated and the Required Improvements constructed under this Agreement by Subdivider shall vest absolutely in the City upon completion and acceptance in writing of such Required Improvements by City. The City shall not accept the Required Improvements unless title to the Required Improvements is entirely free from liens. Prior to acceptance, Subdivider shall supply the City with appropriate lien releases, at no cost to and in a form acceptable to the City.

19. . If, within a period of one (1) year after ?nal
acceptance by the City of the Required Improvements, any Required Improvement or part of any Required Improvement furnished and/0r installed or constructed, or caused to be installed or constructed by Subdivider, or any of the work done under this Agreement materially fails to ful?ll any of the requirements of this Agreement or the speci?cations referred to herein, Subdivider shall without delay and without any cost to City, repair, replace or reconstruct any defective or otherwise unsatisfactory part or parts of the Required Improvements. If the Subdivider fails to act promptly or in accordance with this requirement, or if the exigencies of the situation require repairs or replacements to be made before the Subdivider can be noti?ed, then the City may, at its option, make the necessary repairs or replacements or perform the necessary work, and Subdivider shall pay to City the actual cost of such repairs plus twenty-?ve (25%) percent for administrative costs within thirty (30) days of the date of billing for such work by City.

20. Subdivider Not Agent of City. Neither Subdivider nor any of Subdivider's agents, contractors, or subcontractors are or shall be considered to be agents of the City in connection with the performance of Subdivider's obligations under this Agreement.

21. Notice of Breach and Default.
(a) The following shall constitute a default under this Agreement:
i. If Subdivider refuses or fails to prosecute the work on the Required Improvements, or any part thereof, with such diligence as will ensure its completion within the time speci?ed, or any extension thereof, or fails to complete the Required Improvements within such time;
Page | 12
193758716 3 docx

17.I

-mnmm—m:

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I-uglii. If Subdivider should be adjudged a bankrupt, or Subdivider should make a general assignment for the bene?t of Subdivider's creditors, or if a receiver should be appointed in the event of Subdivider's insolvency; iii. Or if Subdivider or any of Subdivider's contractors, subcontractors, agents or employees should violate any of the provisions of this Agreement. (b) In the event of Subdivider's default, Subdivider shall be deemed to be in breach of this Agreement and the City may serve written notice upon Subdivider and Subdivider's surety, if any, of the breach of this Agreement. Subdivider shall have ?fteen (15) calendar days from receipt of written notice by City to cure any default. (0) The City reserves to itself all remedies available to it at law or in equity for breach of Subdivider's obligations under this Agreement. The City shall have the right, subject to this section, to draw upon or utilize the appropriate security to mitigate the City’s damages in event of default by Subdivider. The right of the City to draw upon or utilize the security is additional to and not in lieu of any other remedy available to the City. It is speci?cally recognized that the estimated costs and security amounts may not re?ect the actual cost of construction or installation of the Required Improvements and, therefore, the City damages for Subdivider's default shall be measured by the cost of completing the Required Improvements. The sums provided by the Improvement Security may be used by the City for the completion of the Required Improvements in accordance with the improvement plans and speci?cations contained herein. The Improvement Security includes the Payment Security, Performance Security, Warranty Security, Monument Security and any other improvement security required by Section 11 of this Agreement. (d) In the event of Subdivider's default under this Agreement, Subdivider authorizes the City to perform such obligation twenty (20) calendar days after mailing written notice of default to Subdivider and to Subdivider's Surety, and agrees to pay the entire cost of such performance by City.
(e) City may take over the work of the Required Improvements and prosecute the same to (f)
Page | 13
completion, by contract or by any other method the City may deem advisable, for the account and at the expense of Subdivider, and Subdivider's Surety shall be liable to the City for any excess cost or damages occasioned City thereby; and, in such event, the City, without liability for so doing, may take possession of, and utilize in completing the work, such materials, appliances, plants and other property belonging to Subdivider as may be on the site of the work and necessary for performance of the work.

Failure of Subdivider to comply with the terms of this Agreement shall constitute consent to the ?ling by the City of a notice of Violation against all the lots in the Subdivision. The remedy provided by this section is in addition to and not in lieu of other remedies available to the City. Subdivider agrees that the choice of remedy or remedies for Subdivider's breach shall be within the discretion of the City. 193758716 3 docx

17.I

Building Pemlit Sign-Off or Issuance of Ceni?cate of Occupancy (g) In the event that Subdivider fails to perform any obligation hereunder, Subdivider agrees to pay all costs and expenses incurred by the City in securing performance of such obligations, including costs of suit and reasonable attorneys' fees. (h) The failure of the City to take an enforcement action with respect to a default, or to (i)

22. declare a breach, shall not be construed as a waiver of that default or breach or subsequent default or breach of Subdivider.

Subdivider recognizes that by approval of the ?nal map for the Subdivision, the City has conferred substantial rights upon Subdivider, including the right to sell, lease, or ?nance lots within the Subdivision, and has taken the ?nal act necessary to subdivide the property within the Subdivision. As a result, the City will be damaged to the extent of the cost of installation of the Required Improvements by Subdivider‘sfailure to perform its obligations under this Agreement, including, but not limited to, Subdivider's obligation to complete construction of the Required Improvements by the time established in this Agreement. The City shall be entitled to all remedies available to it pursuant to this Agreement and the Subdivision Laws in the event of a default by Subdivider.
. The City will not ?nal
or sign off as complete any building permit or issue any certi?cate of occupancy for any building constructed within the Subdivision unless and until all required streets have been paved and the City Engineer determines, in his/her sole discretion, that completion of the Required Improvements will not materially interfere with the intended uses of the properties within the Subdivision.

23. Notices. Notice shall be deemed effective on the date personally delivered or transmitted by facsimile or, if mailed, three (3) days after deposit of the same in the custody of the United States Postal Service. All notices required or permitted to be given under this Agreement shall be in writing and shall be personally delivered, or sent by telecopier or certi?ed mail, postage prepaid and return receipt requested, addressed as follows:

To City City Hall, City of Hemet
Attn: City Engineer
445 E. Florida Avenue
Hemet, California 92543
To Subdivider: Frontier Communications Corporation
Page | 14
Attn: Real Estate Services
1919 McKinney Avenue
Dallas, Texas 75201

17.I

Personal Nature of Subdivider's Obligations/Assignment. ‘ .“aw... ...... “Nun-..” v. “Wu“. u. u up
No Vesting of Rights
Approvals by City
Construction and Interpretation

24. Waiver. The waiver by either Party of a breach by the other of any provision of this Agreement shall not constitute a continuing waiver or a waiver of any subsequent breach of either the same or a different provision of this Agreement.

25. Notwithstanding section 31 of
this Agreement, all of Subdivider's obligations under this Agreement shall remain the personal obligations of Subdivider notwithstanding a transfer of all or any part of the property within the Subdivision subject to this Agreement, and Subdivider shall not assign any of its obligations under this Agreement without the prior written consent of the City.
26 Ar‘nnici‘rinn and Dedication of pacpmpnfc nr Dinhtc_nf_\X7av If any of the Required Improvements are to be constructed or installed on land not within the Subdivision or an already existing public right-of—way,no construction or installation shall be commenced before:
(a) The irrevocable offer of dedication or conveyance to City of appropriate rights-ofway, easements or other interests in real property, and appropriate authorization from the property owner to allow construction or installation of the Required Improvements, or
(b) The issuance of an order of possession by a court of competent jurisdiction pursuant to the State Eminent Domain Law. Subdivider shall comply in all respects with any such order of possession.
(c) Nothing in this section shall be construed as authorizing or granting an extension of time to Subdivider for completion of the Required Improvements.

27. Compliance with Laws. Subdivider, its agents, employees, contractors, and subcontractors shall comply with all federal, state and local laws in the performance of the work required by this Agreement including, but not limited to, obtaining all applicable permits and licenses.

28. . Entering into this Agreement shall not be construed to vest Subdivider ’s rights with respect to any change in any zoning or building law or ordinance.

29. . Any approval or consent that is to be given by the City under this Agreement shall be in writing, and any approval or consent that is not in writing shall not be binding on the City.

30. . It is agreed and acknowledged by Subdivider that the provisions of this Agreement have been arrived at through negotiation, and that Subdivider has had a full and fair opportunity to revise the provisions of this Agreement and to have such provisions reviewed by legal counsel. Therefore, the normal rule of Page | 15

17.I

Successors and Assigns -- Covenant Running With the Land Severabilitx
Actions
Integration
Modi?cation
construction that any ambiguities are to be resolved against the drafting party shall not apply in construing or interpreting this Agreement.

31. . This Agreement shall inure
to the bene?t and burden of, and binding upon, the successors and assigns of the respective Parties. This Agreement shall be recorded in the Of?ce of the Recorder of Riverside County concurrently with the ?nal map or parcel map of the Subdivision. This Agreement shall constitute a covenant running with the land and an equitable servitude upon the real property Within the Subdivision.

32. . The provisions of this Agreement are severable. If any portion of this Agreement is held invalid by a court of competent jurisdiction, the remainder of the Agreement shall remain in full force and effect unless amended or modi?ed by mutual written consent of the Parties.

33. . Any action by any Party to this Agreement, or any action concerning a security furnished pursuant thereto, shall be brought in the appropriate court of competent jurisdiction within the County of Riverside, State of California, notwithstanding any other provision of law which may provide that such action may be brought in some other location. The law governing this Agreement is the law of the State of California.

34. . This Agreement is a fully integrated Agreement. It supersedes all prior negotiations, representations, or agreements, either written or oral.

35. . This Agreement may be amended only by a written instrument signed by the Parties. Subdivider shall bear all costs of amendments to this Agreement that are requested by the Subdivider.

36. Release of Agreement. When all obligations of the Subdivider, as set forth in the Agreement, have been satis?ed as determined by the City Engineer, or his or her designee, he or she shall have the authority to record with the Riverside County Recorder a Release of Recorded Document releasing the Agreement so as to have no further force and effect on the property chain of title. Section 14 shall continue to survive as previously laid out in said section.

Page | 16
193758716 3.docx

17.I

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement on the date and year ?rst-above written.

CITY OF HEMET

CITY MANAGER
By:

ATTEST:

CITY CLERK
By:

APPROVED AS TO FORM:

CITY ATTORNEY
By:

Page | 17
193758716 3.docx

17.I

wan,
personélly appeared Keiley
hi'
person” acted,
“m:1",, w n,
nameman’subscribed
basis of
ty?e?)

SUBDIVIDER
FRONTIER CALIFORNIA INC., a California corporation
By:

Kelley S Director Facilities and Real Estate

ACKNOWLEDGMENT
A notary public or other of?cer completing this
certi?cate veri?es only the identity of the
individual who signed the document to which this
certi?cate is attached, and not the truthfulness,
accuracy, or validity of that document.

STATE OF TEXAS )
)

COUNTY OF )
On before me, Notary Public,
Stewart, who proved to me on the satisfactory evidence to be the whose to the within instrument and acknowledged to me that executed the same in authorized capaci , and that by behalf of which the
executed the instrument.

I certify under PENALTY OF PERJURY under the laws of the State of Texas that the foregoing paragraph is true and correct.

WITNESS my hand and of?cial seal.

LATOSHALETCHAW
Notary Public, State of
Comm. Expires 09-09-2027
Notary ID 132163077
ic
(Seal)
Page | 18
193758716 3.docx
DALLAS

17.I

EXHIBIT “A”

LEGAL DESCRIPTION OF PROPERTY
PARCEL NO.

PARCELS 1 AND 2 OF PARCEL MAP NO. 36566, IN THE CITY OF HEMET, COUNTY OF

RIVERSIDE, STATE OF CALIFORNIA, AS PER MAP FILED IN BOOK PAGES AND OF PARCEL MAPS, RECORDS OF SAID COUNTY.

RIV #4830-8901-9593 v1 SUBDIVISIONIMPROVEMENTAGREEMEN
193758716 3.docx

17.I

EXHIBIT “A-l”
ENGINEER’S ESTIMATE
PARCEL MAP NO. 36566
RIV #4830-8901-9593 vl SUBDIVISIONIMPROVEMENT AGREEMEN
193758716 3.docx

17.I

accurate

CITYOF HEMETENGINEERINGDIVISION

ENGINEER'S ESTIMATE WORKSHEET
for BONDING, PLAN CHECK and INSPECTIONFEE CALCULATION
AUP/CUP/SDRNo. BY
IMPROVEMENT:

DEVELOPER: OWNER:

TELEPHONE#: FAX#:

IMPROVEMENTS FAITHFULPERFORMANCE LABOR 8. MATERIAL

SECURITY SECURITY
Streets/Drainage $0 $0
FloodControl‘ $0 $0 $0
WaterDistrict $0 $0 $0
SewerDistrict $0 $0 $0
TOTAL $ 276.989. 40 so so
"FloodControlConstruction Cost Estimateto be providedby HoodControlDistrictProvidecopyorF.S.D. letterstatingcost estimate

DESIGN ENGINEER'S CALCULATION OF IMPROVEMENT BONDING COSTS Constructionitemsandtheirquantitiesasshownon attachedsheets are accurate forimprovementsrequiredto constructhe aboveproject,andthemathematicalextensions,usingtheCityOfHemetunitcosts are for determiningbondingcosts.

Name
No.55285
Exp.6 [50/25
‘, REGIS
* Signature:

CivilEngineer‘s
City'sApproval: Date:
“'"PLEASE READ INSTRUCTIONS BELOW*****

1. Quantitiesto be fromimprovementplans. Unitcoststo be as providedonthe following"CityofHemet ImprovementRequirementWorksheet".

2. ShowPerformanceBondand MaterialBondAmountsto the nearest $500.

PerformanceandLabor&MaterialBondamountsare 100%ofCostEstimates.100%forFloodControlitems.

3. Forconstructionitemsnotcoveredbythe"CityofHemetImprovementRequirementWorksheet", DesignEngineeristo providetheiropinionofconstructioncostand use thatcost.

COH-Bondand Fee Estimate Revised Feb. 2011
RIV #4830-890 [-9593 VI 3

SUBDIVISIONIMPROVEMENT AGREEMENT
193758716 3 docx
No. TentativeParcelMapNo.36566 DAT May16,202
4 MAP23-003
$ 276,989.40
FrontierCalifomiaIn
GARYHAMMERLE, P.E

17.I

May

W STREET IMPROVEMENTS
Quantity
witha G
(hingepoint hingepoint) $20.00 $0.00
‘ ‘
‘ ‘
W only,eilher ml (5)8:(0)a+?llll‘un'?”
aclual hazardous
ExistlngA.C.Pavement ‘ ‘
w x
D
\
‘
. . ‘ $10.00
A .)
ACOverly(min, .10')
(TypeA-S)
CMmmn
Unit
C.Y
C.Y.(c-f)
C.Y.(f-c)
balance,provide(a)
lfimport.provide(A)&(C)a=cut c=fi||-cut Unitcostsfor(A),(B)and (C)are 20%of

CITYOF HEMETENGINEERINGDIVISION

IMPROVEMENTREQUIREMENTWORKSHEET
Item

ROADWAYEXCAVATION

1. Projects radingPlan
Areax0.50 to

2. Projectswithouta GradingPlan
Roadarea andsideslopesto daylight
Cut(o)= Fill(t)=
(A)ExcavateandFill
(B)Excavateand Export
(C)ImportandFill
outor Ifexport,provide “-N -*
coststo assurethatworkwillbe correctedto eliminate conditions.

L.F Sawcut
S.F. ColdPlaneA.C.Pavement
S.Y GrindingA.C.inPlace
S.Y RemoveA.C.Pavement
L.F RemoveCurbandGutter
L.F RemoveA.C.Dike
S.F. RemoveSidewalk
S.F RemoveCrossGutter&Spandrel
L.F RemoveChainLinkFence
L.F RemoveBarricade
Ton .sphaltConcrete( SF - 144lbs/cubicfoot
C.Y AggBaseClassll ( S.F.)
AsphaltEmulsion(FogSeal/PaintBinder)
Ton 1ton - 240gals ( SF.)
Applyat 0.05+ 0.03 = 0.08gal/S.Y.

SF 0
L.F CurbandGutter
L.F CurbandGutter(TypeA-8)
L.F Type "C"Curb
L.F Type "D-1"Curb
OOH-Bondand Fee Est/mete
RIV #4830-8901-9593 VI
0 DATE
Unit Cost Amount
$0.40 $0.00
$1.10 $0.00
$2.80 $0.00
$1.00 $0.00
$0.50 $0.00
$0.60 $0.00
$0.60 $0.00
$18.00 $0.00
$3.00 $0.00
$0.00
$2.00 $0.00
$7.50 $0.00
$10.00 $0.00
$90.00 $0.00
$50.00 $0.00
$600.00 $0.00
$0.90 $0.00
$10.00 $0.00
$12.00 $0.00
$10.00 $0.00
$15.00 $0.00
Revised June 2009

SUBDIVISIONIMPROVEMENT AGREEMEN
T
TentativeParcelMapNo.36566(MAP23- 1Q202
4 $3000

17.I

A.C.lea (6') ‘
An (9") s ‘
) M 537,176.00
P.C.C.DipSectionSlandald307 $6.00 ‘
WWWIIJRampMe $ 51.56%!) 7
) )
w )
, 3" W ‘
DryU?lity LengthofSweets ? \ "
31:M ‘
3 1
PipeGals $100000 ‘
$10,000.00 \
SheetLig Gncludlngconduit) 320.00000W
' '
‘
)
, >
CutOffWall(Slandavd2')
UnderSldswalkDrain(Standard309) 3000000
Flat (Standard303)
l
u s
F .
( ) S
Giouted RipRap( a s

CITYOF HEMET ENGINEERING DIVISION

IMPROVEMENTREQUIREMENTWORKSHEET

STREET IMPROVEMENTS(CONTINUED
0 Quantity Unit Item Amount
L.F $8.00 $0.00
L.F Dike £10.00 $0.00
S.F. P.C.C.CrossGutterandSpandrels $10.00 $0.00
S.F P.C.C.Sidewalk $6.00 $0.00
S.F.

S.F $0.00
C.Y StructuralReinforcedConcrete $400.00 $0.00
L.F Barricades $100.00 $0.00
L.F MetalBeamGuardRailing $35.00 $0.00
L.F Trench- Total $10.00 $0.00
L.F ChainLinkFence(6') Iu.vu $0.00
L.F RelocateFence 1200 $000
EA. $0.00
EA. RelocatePowerPole $0.00
EA. hts
EA. ConcreteBulkhead $200.00 $0.00
EA. Slope AnchorsforPipes $300.00 $0.00
C.Y $400.00 $0.00
EA. A.C.OversideDrain $500.00 $0.00
EA. $2 $0.00
EA. OutletStructure $200.00 $0.00
EA. CurbOutletStructure(Standard308) $200.00 $0.00
S.F TerraceDrainsand DownDrains $6.50 $0.00
S.F ntercerptor Drains $6.50 $0.00
C.Y R.C.BoxCulvert $400.00 $0.00
C.Y ConcreteChannel $200.00 $0.00
C.Y RipRap (1/4Ton.MethodB 40.00 $0.00
C.Y tipRap (1/2Ton)MethodB $45.00 $0.00
C.Y RipRap 1Ton MethodB 50.00 $0.00
C.Y RipRap (2Ton) MethodB $55.00 $0.00
C.Y 1/4Ton MethodB 6000 $0.00
COH—Bondand Fee Estimate Revised June 2009
RIV #4830-8901-9593 v1 5

SUBDIVISIONIMPROVEMENT AGREEMENT
193758716 3.docx
TentativeParcelMapNo.36566(MAP23- DATE May16 202
1,549 $ 24.00
160 SF. Removals $ 9,600.
00 below)
6 $ 120,000.
00 " Cost *‘
P.C.C.DriveApproach (SeeRemovalsbelow

17.I

$0.00
$090
.00
{Joe

CITYOF HEMETENGINEERINGDIVISION

IMPROVEMENTREQUIREMENTWORKSHEET
PROJECT 0

STREETIMPROVEMENTS CONTINUED)
Quantity Unit Item Unit Cost Amount
C.Y. GroutedRipRap (1/2Ton)MethodB $45.00 $0.00
C.Y GroutedRipRap(1Ton)MethodB $75.00 $0.00
C.Y GroutedRipRap (2Ton)MethodB $80.00 $0.00
L.F 18"R.C.P $60.00 $0.00
L.F. 24"R.C.P $70.00 $0.00
L.F 30"R.C.P. $80.00 $0.00
L.F 36"R.C.P $90.00 $0.00
L.F 42"R.C.P. $100.00 $0.00
L.F 48"R.C.P $110.00
L.F 54"R.C.P. $130.00
L.F 60“R.C.P. $150.00 $0.00
L.F 18"C.S.P.or21“x15"C.S.P.A. $40.00 $0.00
L.F 24"C.S.P.or28"x20"C.S.P.A. $50.00 $0.00
L.F 30"C.S.P. or35"x24"C.S.P.A. $60.00 $0.00
L.F 36"C.S.P.or42”x29"CS.P.A. $70.00 $0.00
L.F 42"C.S.P.or49"x33"C.S.P.A. $80.00 $0.00
L.F 48"C.S.P. or57"x38"C.S.P.A. $100.00 $0.00
L.F 54"C.S.P.or64"x43"C.S.P.A. $110.00 $0.00
L.F 60"C.S.P.or 71"x47“C.S.P.A. $120.00 $0.00
EA. CatchBasinsW= 3.5' $2,500.00 $0.00
EA. CatchBasinsW= 7' $3,000.00 $0.00
EA. CatchBasinsW= 14' $6,000.00 $0.00
EA. CatchBasinsW= 21' $9,000.00 $000
EA. CatchBasinsW= 28' $12,000.00 $0.00
EA. Type IXInlet $2,500.00 $0.00
EA. XInlet $2,500.00 $0.00
EA. JunctionStructureNo.1 $3,000.00 $0.00
EA. JunctionStructureNo.4 $3,000.00 $000
EA. JunctionStructureNo.6 $3,700.00 $0
EA. TransitionStructureNo.1 $12,500.00 $0.00
EA. TransitionStructureNo.2 $12,500.00 $0.00
EA. TransitionStructureN0.3 $2,700.00 $0.00
EA. ManholeNo.1 $2,700.00 $0.00
COH»Bond and F69 Estimate Revised June 2009
RiV #4830-8901-9593 v1 5

SUBDIVISIONIMPROVEMENT AGREEMEN
T
193758716 3 docx
Map (MAP23-003) May16,202

17.I

STRE
$0.00
Quantity
OOH-Bondand Fee Estimate
RIV #4830-8901-9593 vI
Unit
EA.

EA.

EA
L.S.

L.S.

EA.

EA.

S.F
EA.

EA.

EA.

EA.

EA.

EA.

EA.

EA.

EA.

EA.

EA.

L.F
L.F
L.F
S.F
S.F.

LS
L.S.

S.F
S.F
EA.

S.F

CITYOF HEMET ENGINEERINGDIVISION

IMPROVEMENTREQUIREMENTWORKSHEET
0 ET IMPROVEMENTS(CONTINUED
Item
ManholeNo.2
ManholeNo.3
ManholeNo.4
WQMPFacilities
DetentionBasin
Discharge Pumps
AdjustMHto Grade

SIGNING,STRIPINGANDTRAFFICSIGNALS
RemoveTraf?cStripesandMarkings
RemoveSign, Salvage
RelocateRoadsideSign
StreetNameSign
InstallSign (Strap&SaddleBracketMethod)
InstallSign (MastArmHangerMethod)
RoadSign - OnePost
RoadSign - TwoPosts
Obiectmarker- Modi?edType "F“Delineator
Delineator(Class1TypeF)
Delineator(Class 2)
PavementMarker,Re?ective
PaintTrafficStripe (2Coats)
4"ThermoplasticTraf?cStripe
8"ThermoplasticTrafficStripe
ThermoplasticChannelizingLimitLineandMarkings
ThermoplasticCrosswalkandPavementMarking
TrafficControlPlans
Traf?cSignal
f’i'" LANDSCAPING &IRRIGATION
ColoredStampedConcrete
StreetTrees (24"Box)
StreetTrees(15Gallon)
Landscape andIrrigation
$3300.00
$2,700.00
$5,000.00
$400.00
$2.50
$50.00
$100.00
$275.00
$100.00
$100.00
$250.00
$400.00
$60.00
$40.00
$45.00
$3.75
$0.30
$0.30
$0.60
$2.25
$3.00
$180,000.00
$10.00
$100.00
$300.00
Amount
$0.00
$0.00
$0.00
$0.00
$0.00
$0.00
$0.00
$0.00
$0.00
$0.00
$0.00
$0.00
$0.00
$0.00
$0.00
$0.00
$0.00
$0.00
$0.00
$0.00
$0.00
$0.00
$0.00
$0.00
$0.00
$0.00
$0.00
$0.00
Revised June 2009

SUBDIVISIONIMPROVEMENT AGREEMEN
T
TentativeParcelMa No.36566(MAP23-003)

1.217 $ 10.50 $ 12,778.
50 ** *"
May16,202

17.I

— L STREET IMPROVEMENTS(co'?TINUED)
.

Landscape ‘ $0.00
\
‘
\ $0.00
\ .
$1000.00
Ins‘auallon $7,000.00 $0.00
DeletionofExistingWarerService
System """
I 30.00 540470.00
dicappedAccessRamp 330-90 34,900.00
$0.00
$0.00
“ 2024UnitCostbased annualescalation(#2009 "‘

CITYOF HEMETENGINEERINGDIVISION

IMPROVEMENTREQUIREMENTWORKSHEET
PROJECT 0
Quantity Unit Item Amount
C.Y FillMaterial $27.00
EA. WaterMeter $7,000.00 $0.00
EA. ElectricMeter $10,000.00
EA. PedestrianWalkwayLights $2,500.00 $0.00
EA. RPDeviceandEnclosure $0.00
EA. ServiceConnection $475.00 $0.00
EA. StandardMeter
EA. $300.00 $0.00
EA. MeterPedestalforIrrigation $500.00 $0.00

OTHERITEMS
$0.00
$0.00
$0.00

STREETS/DRAINAGESUBTOTAL

USETHISFORMULAONLYIFBONDSAREREQUIREDFORPROJECT
AMOUNTFor Recordation Prior to having signed Plan
Streets/DrainageTotalWithoutBond
Ax20%forMaps(5%forAUP/CUP/SDR)= C. STREETS/DRAINAGEBOND AMOUNT A + B = OOH-Bondand Fee Estimate Revised June 2009
RIV #4830-8901-9593v1 SUBDIVISIONIMPROVEMENT AGREEMEN
T
193758716 3 docx
TentativeParcelMapNo.36566(MAP23003) May16,202
Cost
1,549
160 SF
UnitCos
RemoveExistingP 0.0 DriveApproach
RemoveExistingP.C C.
$ 230,8245
$ 230,
$ 46,1649
$ 2769894

17.I

O-Jan

WATER IMPROVEMENTS
ouamiq Unll
00 21:00
$27.00
.00
S
$1250.00
,300‘00
S
SZWM/

31.00000
‘
[500.00

WATER IMPROVE

CITYOF HEMETENGINEERING DIVISION

IMPROVEMENTREQUIREMENTWORKSHEET
0 DATE
Item Unit Cost Amount
L.F 4"Waterline $0.00
L.F 6"Waterline $0.00
L.F 8"Waterline $0.00
L.F 10"Waterline $0.00
L.F 12"Waterline $31 $0.00
EA. 4"Gatevalve 165000 $0.00
EA. 6"Gatevalve $800.00 $0.00
EA. 8"Gatevalve $850.00 $0.00
EA. 10"Gatevalve $105000 $0.00
EA. 12"Gatevalve $0.00
EA. FireHvdrants(6")Super $2,500.00 $0.00
EA. $2 $0.00
EA. 450.00 $0.00
EA. $200.00 $000
EA. "0 0“ $0.00
EA. 10"MiscellaneousFittin $280.00 $0.00
EA. 12"MiscellaneousFl 5 $320.00 $0.00
EA. $1.60000 $0.00
EA. ServiceConn ns $475.00 $0.00
EA. AdjustWat alvetoGrade $200.00 $0.00
EA. Relocati fBlowoff $0.00
EA. Air3 acuumValve $1,850.00 $0.00
EA. H ap ExistingWaterline $2 $0.00

TS SUBTOTAL

USE LAONLYIFBONDSAREREQUIREDFORPROJECT
D For Recordation Prior to having signed Plan
Water WithoutBond $0.0E
Ax forMaps(5%forAUP/CUP/SDR)= BONDAMOUNT A + B = $0.00
OOH-Bondand Fee Estimate Revised June 2009
RIV #4830-8901-9593 v1 9

SUBDIVISIONIMPROVEMENT AGREEMEN
T
193758716 3 docx
PROJECT TentativeParcelMapNo.36566(MAP~23-'
$13
FireHydrants(6")Standard
4"MiscellaneousFittings
6"MiscellaneousFittings
8” Fittings
Blowoffs(4")

17.I

2,3003) Jan—0

SEWER IMPROVEMENTS
Quanmy Rem Amo
$0.00
8 PLEASE
PROVE

BOND AMO T
A, T
B /n
C. EWER
TS
RMULA
$0.00
TentativeParcelMapNo.36566(

CITYOF HEMETENGINEERINGDIVISION

IMPROVEMENTREQUIREMENTWORKSHEET
0 DATE 0
Unit Unit Cost unt
L.F 4"P.V.C. - SDR35 $0.00
L.F 6"P.V.C.— SDR35 00 $0.00
L.F 8"P.V.C. - SDR35 $0.00
L.F 10"P.V.C.- SDR35 $0.00
L.F 12"P.V.C.-SDR35 $000
EA. StandardManholes $2,500.00 $0.00
EA. DropManholes $4000.00 $0.00
EA. CIeanouts $500.00 $0.00
EA. SewerY's $30.00 $0.00
EA. Chimneys $400.00 $0.00
EA. AdjustManholetoGrade $500.00 $0.00
L.F. ConcreteEncasement $35.00 $0.00
$0.00
$0.00
$0.00
$0.00
$0.00
$0.00
$0.00
$0.00
$0.00

EWER IM SUBTOTAL

USETHIS ONLYIFBONDSAREREQUIREDFORPROJECT
For Recordation Prior to having signed Plan
Sewer WithoutBond $0.00
. Ax forMaps(5%forAUP/CUP/SDR)= BOND AMOUNT A + B = $0.00 OOH-Bandand Fee Estimate Revised June 2009
RIV #4830-8901-9593 vI 10 SUBDIVISIONIMPROVEMENT AGREEMEN T
193758716 3 docx
$15.

30. $40.

17.I

BY:

CITYOF HEMETENGINEERINGDIVISION

PLAN CHECK& INSPECTION FEE CALCULATIONSHEET
AUP/CUP/SDRNo. Offsite Improvements
IMPROVEMENT COSTS (Including Contingencies)
I. Street/Drainage (Line C from Page 6)
||. Water (Line C from Page 7)
III. Sewer (Line C from Page 8)

PLAN CHECK FEE CALCULATION
A. Streets/Drainage (4% x I)
B. Water (4%xII)
C. Sewer (4%xlll)
D. TOTAL PLANCHECK FEE (A + B + C)

INSPECTION FEE CALCULATION
A. Streets/Drainage (4% x I)
B. Water (4% x II)
C. Sewer (4% XIII)
D. TOTAL INSPECTION FEE (A + B + C)
OOH-Bondand Fee Estimate
RIV #4830-8901-9593 vI 11
$0.00
$0.00
$0.00
$0.00
$11,079.58
$0.00
$0.00
$ 11,079.58
Revised June 2009

SUBDIVISIONIMPROVEMENT AGREEMEN
T
193758716 3 docx
TentativePamelMapNo:36566(MAP23-003) May16,2024
$ 276,989.
40 $ 11,079.
$11,079 5

17.I

EXHIBIT “B”

SURETY BONDS AND OTHER SECURITY
PARCEL NO.

As evidence of understanding the provisions contained in this Agreement, and of the Builder’s intent to comply with same, the Builder has submitted the below described security in the amounts required by this Agreement, and has af?xed the appropriate signatures thereto:

PERFORMANCE BOND PRINCIPAL AMOUNT: $
Surety:

Attomey-in-fact:

Address:

MATERIAL AND LABOR BOND PRINCIPAL AMOUNT: $
Surety
Attomey-in-fact:

Address:

MONUMENT BOND PRINCIPAL AMOUNT: $ $
Attomey-in-fact:

Address:

RIV #4830-8901-9593 v1 SUBDIVISIONIMPROVEMENTAGREEMEN

17.I

Principal"),

WHEREAS
have
the City of Hemet,California (“City") and FrontierCalifornia,Inc., a California corporation aterials,
executed an agreement for work consistingof, but not limitedto, the furnishingall labor, storm drains,
tools,
wate
equipment,services,and incidentalsfor all grading, roads, paving, curbs and gutters, pathways, and all other
stem itary sewers,utilities,drainagefacilities,traf?c controls, landscaping,street lights, requi facil for ParcelMap No. 36566 (“Public Improvements”); WHEREAS Pub lmprovementsto
Subdivision rove ntAgreementdat
formance

WHEREAS,
of
cipal requi the ImprovementAgreem 0 provide a go and cient bond lmpr emen ement, and to guarantee warranty the blic rovements ipal and FederalInsuranceCompany (“Surety"),a corporation aws of the State of California,and duly authorizedto transact surety business rnia, are held and ?rmly boundunto City inthe sum of Two HundredSeventy cost of
s ($277,000.00),said sum being not lessthan one hundredpercent ( l00%) of the Improvements Improvement Agreement, we bind ourselves, our ecutors and strators, succes intly and severally, ?rmly by these presents. administrators, Principal, his or its heirs, executors, the covenants,
successors
conditions,
or assigns,she in all thing stand to and by, and well and truly keepand perform alterationthereof made
agreements, uarantees, nd warranti the ImprovementAgreement and any speci?ed and in all
as therein provided, to be kept and performed at the time and in the manner therein of?cers,
respects according to their intentand meaning, and to indemnifyan save harmlessCity, null and void;
employees, and agents, as stipulatedin the ImprovementAgreement, then this bligation shall beco otherwiseitshallbe and remain in fullforceand effect.

As p of the obligation secured hereby, and in additionto the face amount speci?ed therefor, included sts and reasonableexpenses and fees, includingreasonable attomey’s fees, incurred cessfully forcing such obligation, all to be taxed as costs and includedin any judgment rendered urety, for value received, hereby stipulates and agrees that no change, extension of time, alteration,or to Public
the terms of the ImprovementAgreement, or to any plans, pro?les, and speci?cations related thereto, lmprovementsto be constructed thereunder,shall in any way affect its obligations on this bond, y such change, extension of time, alteration,or addition.

BOND NO. K41952957
INITIALPREMIUM; $2.770.00/ per annum SUBJECTTO RENEWA

L CITY OF HEMET
PARCEL MAP N0. 36566 IMPROVEMENTS

FORM OF PERFORMANCEBOND
KNOW ALL MEN BY THESEPRESENTS:
(‘C
m
r sy , san
red ities
certain
, the lie be performed by Principalare more particularlyset forth in that Imp me ed (“Improvement Agreement”); WHEREAS,the ImprovementAgreement is herebyreferredto and incorporatedherein by reference;and Prin is red by
for per
ent t od suf? the ov t Agre and Pu Imp constructed thereunder.

NOW, THEREFORE,Princ
organized and existing under the 1
under the laws of the State of Califo
Seven Thousandand 00/ 100 Dollar
the total Public as set forth in the heirs, ex admini sors and assigns,jo THE CONDITIONOF TIHS OBLIGATIONis such, that if
11 s abide
g a es in
d its
0 me
art
be there shall co
suc en by City in
. S
addition
or to the
and it does hereby waive notice of an
1 SUBDIVISIONIMPROVEMENT

17.I

M
m no eyJ -Fa t
4241-:- +¢1u~y
This bond is executed and ?led to comply with Section 66499 e_tm. of the Government Code of California as security for performance of the Improvement Agreement and security for the one-year guarantee and warranty of the Public Improvements.

IN WITNESS WI-IEREOF,the seal and signature of the Principal is hereto affixed, and the corporate seal and the name of the Surety is hereto af?xed and attested by its duly authorized Attorney-in-Fact at Houston, Texas this 16th day of September 2024
Frontier California, Inc. Federal Insurance Company
Principal Surety
By: By:

A
Mary Ann Garcia
(print name) (print name)
NOTE: APPROPRIATE NOTARIAL ACKNOWLEDGMENTS OF EXECUTION BY

PRINCIPAL AND SURETY, AND A COPY OF THE POWER OF ATTORNEY TO LOCAL REPRESENTATIVES OF THE BONDlNG CONIPANY MUST BE ATTACHED TO THIS BOND.

SUBDIVISIONIMPROVEMENTAGREEMENT
Its: \Dre?bl' L
Gama meadow Mask“

17.I

BOND N0. K41952957
INITIAL PREMIUM: included with performance premium

SUBJECT TO RENEWAL

CITY OF HEMET
PARCEL MAP 36566 IMPROVEMENTS

FORM OF LABOR AND MATERIAL BOND
KNOW ALL MEN BY THESE PRESENTS:

WHEREAS the City of Hemet California (“City”) and Frontier California, Inc., a California corporation (“Principal”), have executed an agreement for work consisting of, but not limited to, the furnishing all labor, materials, tools, equipment,services, and incidentals for all grading, roads, paving, curbs and gutters, pathways, storm drains, sanitary sewers, utilities, drainage facilities, traf?c controls, landscaping, street lights, and all other required facilities for Parcel Map No. 36566 (“Public Improvements”); WHEREAS, the Public Improvements to be performed by Principal are more particularly set forth in that certain Subdivision Improvement Agreement dated (“Improvement Agreement”); WHEREAS, the Improvement Agreement is hereby referred to and incorporatedherein by reference; and WHEREAS, Principal is required to furnish a bond in connection with the Improvement Agreement providing that if Principal or any of its subcontractors shall fail to pay for any materials, provisions, or other supplies, or terms used in, upon, for, or about the performance of the Public Improvements, or for any work or labor done thereon of any kind, or for amounts due under the provisions of Title 15 (commencing with section 3082) of Part 4 of Division 3 of the California Civil Code, with respect to such work or labor, that the Surety on this bond will pay the same together with a reasonable attomey’s fee in case suit is brought on the bond.

NOW, THEREFORE, Principal and Federal Insurance Company (“Surety”), a corporation organized and existing under the laws of the State of California, and duly authorized to transact business under the laws of the State of California, are held and ?rmly bound unto City and to any and all material men, persons, companies or corporationsfurnishing materials, provisions, and other supplies used in, upon, for or about the performance of the Public Improvements, and all persons, companies or corporationsrenting or hiring teams, or implements or machinery, for or contributing to the Public Improvements to be done, and all persons performing work or labor upon the same and all persons supplying both work and materials as aforesaid excepting the Principal, the sum of Two Hundred Seventy Seven Thousand and 00/100 Dollars ($277,000.00), said sum being not less than 100% of the total cost of the Public Improvements under the terms of the Improvement Agreement, we bind ourselves, our heirs, executors and administrators, successors and assigns jointly and severally, ?rmly by these presents.

THE CONDITION OF THIS OBLIGATION IS SUCH that if the Principal, his or its subcontractors, heirs, executors, administrators, successors, or assigns, shall fail to pay for any materials, provisions, or other supplies or machinery used in, upon, for or about the performance of the Public Improvements, or for work or labor thereon of any kind, or fail to pay any of the persons named in California Civil Code Section 3181, or amounts due under the Unemployment Insurance Code with respect to work or labor performed by any such claimant, or for any amounts required to be deducted, withheld, and paid over to the Employment Development Department from the wages of employees of the contractor and his subcontractors pursuant to Section 13020 of the Unemployment Insurance Code with respect to such work and labor, and all other applicablelaws of the State of California and rules and regulations of its agencies, then said Surety will pay the same in or to an amount not exceeding the sum speci?ed herein.

SUBDIVISIONIMPROVEMENT AGREEMENT

17.I

Principal
By:

Z
As part of the obligation secured hereby, and in addition to the face amount speci?ed therefor, there shal be l included costs and reasonable expenses and fees, including reasonable attorney’s fees, incurred by City in successfully enforcing such obligation, all to be taxed as costs and included in any judgment rendered.

This bond is executed and ?led to comply with Section 66499 e_tm. of the California Government Code as security for payment to contractors, subcontractors, and persons fumishing labor, materials, or equipmentfor construction of the Public Improvements or performance of the Improvement Agreement. It is hereby expressly stipulated and agreed that this bond shall inure to the bene?t of any and all persons, companies, and corporation entitled to ?le claims under Title 15 (commencing with Section 3082) of Part 4 of Division 3 of thes California Civil Code, so as to give a right of action to them or their assigns in any suit brought upon this bond.

Surety, for value received, hereby stipulates and agrees that no change, extension of time, alteration, or addition to the terms of the Improvement Agreement, or to any plans, pro?les, and speci?cations related thereto, or to the Public Improvements to be constructed thereunder, shall in any way affect its obligations on this bond, and it does hereby waive notice of any such change, extension of time, alteration, or addition.

IN WITNESS WHEREOF, the seal and signature of the Principal is hereto affixed, and the corporate seal and the name of the Surety is hereto af?xed and attested by its duly authorized Attorney-in-Fact at Houston, Texas this 16th day Of September 2024
Frontier California, Inc. Federal Insurance Company
Surety
By
Mary Ann Garcia
(print name) (print name)
NOTE:

SUBDIVISION IMPROVEMENTAGREEMENT
Its: wade,

APPROPRIATE NOTARIAL ACKNOWLEDGMENTS OF EXECUTION BY

PRINCIPAL AND SURETY, AND A COPY OF THE POWER OF ATTORNEY TO

LOCAL REPRESENTATIVES OF THE BONDING COMPANY MUST BE ATTACHED FY’WAexA./ \VUMLS

17.I

'J/ Qk. Cd/w
NAME. LE OFFICER No‘IARv
NAME‘S) SIEMENS)

SIGNAYURE OF

ALL-PURPOSEACKNOWLEDGMENT
State of
County of
before me.

DATE OF - E G .'JANE DOE. PUBLlC‘
personally appeared
OF
personally known to me - OR - [J proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

JOYCE K.CARWIN
9 :iary I'ubNC,Cr:~.ne‘c?cut
N..-i; inmissionEx‘iresJune 394. . .
,9, , p WITNESS my hand and offrctal seal
l_. I a“
NOTARY

OPTIONAL
Though the data below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent reattachment of this form.

CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT

INDIVIDUAL

CORPORATE OFFICER

TITLEOR TYPE OF DOCUMENT

TITLE(S)
[:1 PARTNER(S) LIMITED

GENERAL

ATTORNEY-IN-FACT

TRUSTEE(S)

GUARDIAN/CONSERVATOR NUMBER OF PAGES
OTHER:

SIGNER IS REPRESENTING: DATE OF DOCUMENT
NAME OF PERSONS) on ENTm/(IES)

SIGNER(S) OTHER THANNAMEDABOVE
can/)6
On

17.I

9 ms: NATIONAL NOTARV Issocmncu Rama-m Pant, CA 91:03.71 ALL-PURPOSEACKNOWLEDGMENT No.5907
State of Texas
County of Harris
On rne, MarioArzamendi Notary Public
NAME,TITLEor OFFICER- E.e..“JANEDOE.NOTARYPUBLIC'
personallyappeared MaryAnn Garcia

NAME(S)OFSIGNER(S)
[ZI personally known to me - OR - ?— proved to me on the basis of satisfactory evidence to be the person“) whose name“) is/am subscribed to the within instrument and acknowledged to me that DIR/Shem executed the same in
his/hermx authorized capacityOes). and that by m/her/tbetr MAR ARZAMEND' signatureos) on the instrument the personm,or the entity upon Notary Public. State of b . . ehalf of Ich the erson a te .ex c e Inst 6 . Comm Expires 08-24-2023 Wh P (x) C d e Ut d the mm m Nota ID 130343350
WITNESS my hand and official

SIGNATURE OF NOTARY

OPTIONAL
Though the data below is not required by law. it may prove valuable to persons relying on the document and could prevent fraudulent reattachment of this form.

CAPACITY CLAIMED BY SIGNER DESCRIPTIONOF ATTACHED DOCUMENT [:1 INDIVIDUAL
[I] CORPORATE OFFICER

TITLE OR TYPE OF DOCUMENT
TlTLE(S)
[:l PARTNER(S) LIMITED

GENERAL
ATTORNEY—lN-FACT

TRUSTEE(S)

GUARDIAN/CONSERVATOR NUMBEROF PAGES
OTHER:

SIGNER Is REPRESENTING: DATE OF DOCUMENT
NAMEOF PERSONS) 0R ENTITYUES)

SIGNER(S) OTHER THAN NAMED ABOVE
S-4067IGEEF 2/98 - 8236 Ave.. PO. Box 7184 - Canoga B4

17.I

Noun us cum omen m'rrm was: Danna
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Power of Attorney
Federal Insurance Company | Vigilant Insurance Company | Paci?c Indemnity Company Westchester Fire Insurance Company | ACE American Insurance Company Know All by These Presents, that FEDERAL INSURANCECOMPANY, an Indiana corporation, VIGILANTINSURANCECOMPANY, a New York corporation, PACIFIC INDEMNIT Y COMPANY, a Delaware corporation, WESTCHESTERFIREINSURANCECOMPANYand ACE AMERICANINSURANCECOMPANY corporations of the Commonwealth of Pennsylvania, do each hereby constitute and appoint
Mary Ann Garcia
each as their true and lawful Attorney-in-Fact to execute under such designation in their names and to affix their corporate seals to and deliver for and on their behalfas surety thereon or otherwise, bonds and undertakings and other writings obligatory in the nature thereof [other than bail bonds) given or executed in the course of business, and any instruments amending or altering the same, and consents to the modi?cation or alteration ofany instrument referred to in said bonds or obligations.

In Witness Whereof, said FEDERAL INSURANCECOMPANY, VIGILANTINSURANCECOMPANY, PACIFIC INDEMNITYCOMPANY, WESTCHESTERFIRE INSURANCECOMPAN Y
and ACE AMERICANINSURANCECOMPANYhave each executed and attested these presents and affixed their corporate seals on this 19th day of luly, 2024. \lnrrun IZICIIIII un \ ICC l'rtsIIIt-ni

STATE OF NEW IERSEY
County of Hunterdon 55
On this 1'9“Iday of luly, 2024 before me, a Notary Public of New Jersey, personally came Rupert HD Swindells and Warren Eichhorn, to me known to be Assistant Secretary and Vice President, respectively, of FEDERALINSURANCECOMPANY, VIGILANTINSURANCECOMPANY,PACIFIC INDEMNI'I'YCOMPANY,WESTCHESTERFIREINSURANCECOMPANYand AC E AMERICANINSURANCECOMPANY, the companies which executed the foregoing Power ofAttorney. and the said Rupert HD vaindells and Warren Eichhorn, being by me duly sworn, severally and each for himself did depose and say that they are Assistant Secretary and Vice President, respectively, of FEDERAL INSURANCECOMPANY, VIGILANTINSURANC E COMPANY, PACIFICINDEMNITYCOMPANY, WESTCHESTERFIRE INSURANCECOMPANYand ACEAMERICANINSURANCECOMPANYand know the corporate seals thereof, that the seals affixed to the foregoing Power ofAttorney are such corporate seals and were thereto af?xed by authority ofsaid Companies: and that their signatures as such of?cers were duly affixed and subscribed by like authority.

Albert Conlursi NOTARY PUBUC OF NEW JEIBEY No 50102369 Commission Elmira Angus! 22,2027 Notarial Seal

CERTIFICATION
Resolutions adopted by the Boards of Directors of FEDERAL INSURANCECOMPANY, VIGILANTINSURANCECOMPANY, and PACIFIC INDEMNITYCOMPANYon August 30, 2016; WESTCHESTER FIRE INSURANCECOMPANYon December 11, 2006; and ACEAMERICANINSURANCECOMPANYon March 20, 2009:
“RESOLVED, that the following authorizations relate to the execution, for and on behalf of the Company, of bonds, undertakings, recognizances, contracts and other written commitments of the Company entered into in the ordinary course ofbusiness (each a “Written Commitment"):
[1) Each of the Chairman, the President and the Vice Presidents of die Company is hereby authorized to execute any Written Commitment for and on behalf ofthe Company, under the sea l of the Company or otherwise.
[2] Eachduly appointed attorney-In-fact of the Company is hereby authorized to execute any Written Commitment for and on behalfof the Company, under the sea] of the Company or otherwise, to the extent that such action is authorized by the grant ofpowers provided for in such person's written appointment as such attorney-in-fact. [3] Each of the Chairman. the President and the Vice Presidents of the Company is hereby authorized, for and on behalf of the Company, to appoint in writing any person the attorney-infact of the Company with full power and authority to execute, for and on behalfof the Company, under the seal ofthe Company or othenNise.such Written Commitments of'rhe Company as may be speci?ed in such written appointment, which speci?cation may be by general type or class of Written Commitments or by speci?cation of one or more particular Written Commihnents. [4) Each of the Chairman, the President and the Vice Presidents of the Company is hereby authorized, for and on behalf of the Company, to delegate in writing to any other Of?cer of the Company the authority to execute, for and on behalf of the Company, under the Company's seal or otherwise, such Written Commitments of the Company as are speci?ed in such written delegation, which speci?cation may be by general type or class of Written Commitments or by speci?cation ofone ormore particular Written Commitments. [5) The signature ofany of?cer or other person atecuting any Written Commitment or appointment or delegation pursuant to this Resolution, and the seal ofthe Company, may be af?xed b y
facsimile on such Written Commitment or written appointment or delegation.

FURTHERRESOLVED, that the foregoing Resolution shall not be deemed to be an exclusive statement ofthe powers and authority ofof’?cers, employees and other persons to act for and on hehalfofthe Company, and such Resolution shall not limit or otherwise a?'ect the exercise of any such power or audIority otherwise validly granted or vested." I, Rupert HD Swindells, Assistant Secretary of FEDERALINSURANCECOMPANY,VIGILANTINSURANCECOMPANY, PACIFIC INDEMNITYCOMPANY, WESTCHESTERFIRE INSURANC E COMPANYand ACE AMERICANINSURANCECOMPANY(the “Companies") do hereby certify that (i) the foregoing Resolutions adopted by the Board of Directors ofthe Companies are true, correct and in full force and effect, (ii) the foregoing Power of Attorney is true, correct and in full force and effect Given under my hand and seals of said Companies at Whitehouse Station, NJ,this THE AUTHENTICITYOFTHIS BOND 0R
Combined: FED-VIG-PI-WFIC-AAIC(rev. 11-19)
September 16. 2024
USAT:

Run": HD in Indoll: Aubum Sunury
Rupert HQ Suwndells Aszistant Sermm‘y
I E ii _ "n < H. i ‘3 \“K, ' At ~r.K . ,Q‘). \K _ 5

17.I

SURVEY OF MONUMENTS
Frontier California, Inc.,
California LimitedLiability Corporation
Bond No.2K41952969
Map No. 36566
(California Government Code §§ 66499 and 66499.1)
WHEREAS, the City Council of the City of Hemet, a municipalcorporation and political subdivision of the State of California ("City") and ("Principal"), a , have entered into an agreement pursuant to California Government Code Section 66462 whereby Principal agrees to install and complete certain designated improvements, which said agreement, dated and identi?ed as Subdivision Improvement Agreement (“Agreement”), is hereby incorporate by this reference as though set forth at length, and have agreed pursuant to Section 66499 d of the Government Code to execute this bond to secure the performance of the following obligation:

Principal hereby agrees to install survey monuments in accordance with any terms and conditions set forth in the Agreement, permit and the requirements and speci?cations of all applicable laws and ordinances.

WHEREAS, we, the Principal and Fede'a' '"surance C°mpany as surety (“Surety”), are held and ?rmly bound unto the City, in the penal sum of Seven Thousand Five Hundred and 00/100 Dollars ($7,500.00) lawful money of the United States, for the payment of which sum well and truly to be made, we bind ourselves, our heirs, successors, executors and administrators,jointly and severally, ?rmly by these presents.

WHEREAS, should Principal fail to install survey monuments in accordance with any terms and conditions set forth in the Agreement, permit and the requirements and speci?cations of all applicable laws and ordinances and/or should Principal fail to complete said installation of survey monuments within the time period prescribed therein or otherwise provided by any lawful extension of time granted by the City Council, the City may, at its option, cause all required work to be done in the manner required herein, and the parties executing this bond shall be ?rmly bound for the payment of all necessary costs therefore.

NOW, THEREFORE, we, the Principal and Surety, are held and ?rmly bound unto the City, in the penal sum of $7,500.00 lawful money of the United States, for the payment of which sum well and truly to be made, we bind ourselves, our heirs, successors, executors and administrators,jointly and severally, ?rmly by these presents.

SUBDIVISIONIMPROVEMENTAGREEMEN

17.I

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The condition of this obligation is such that if the above bounded Principal, his or its heirs, executors, administrators, successors, or assigns, shall in all things stand to and abide by, and well and truly keep and perform the foregoing work, on his or their part, to be kept and performed at the time and in the manner speci?ed above, and in all respects according to their true intent and meaning, and shall indemnify and save harmless the City, its of?cers, agents and employees, as therein stipulated,then this obligation shall become null and void; otherwise it shall be and remain in full force and effect, at least until the time City accepts the work required to be performed by Principal under the Agreement, notwithstanding whether or not Principal should abandon its obligations under the Agreement without having commenced construction of any improvements and whether such abandonment arises from foreclosure upon Principal’s property or otherwise.

As part of the obligation secured hereby and in addition to the face amount speci?ed therefore, there shall be included costs and reasonable expenses and fees, including reasonable attomey’s fees, incurred by the City in successfully enforcing such obligation, all to be taxed as costs and included in any judgment rendered.

Surety hereby stipulates and agrees that no change, extension of time, alterationor addition to the work to be performed hereunder or the speci?cations accompanying the same shall in anywise affect its obligations on this bond, and it does hereby waive notice of any such change, extension of time, alteration or addition to the scope of work to be performed or to the speci?cations.
[THIS PORTION OF PAGE INTENTIONALLY LEFT BLANK]

SUBDIVISIONIMPROVEMENTAGREEMEN

17.I

: ¥M1M
ItS: chFimM pm ‘
Gem\ Comkkémé‘g f
Y
IN WITNESS WI-IEREOF,the seal and signature of the Principalis hereto af?xed, and the corporate seal and the name of the Surety is hereto af?xed and attested by its duly authorized Attomey-in_Fact at Houston, Texas this 16th day of September 2024 Frontier California, Inc. Federal Insurance Company
Principal Surety
By By:

Mary Ann Garcia
(print name (print name)

SUBDIVISIONIMPROVEMENTAGREEMEN

17.I

' 41 u
##L___
.

I a; jR/w
NAME,‘f|YLE JANE Freda/r415A. 711 «was
NAME(S) or SIGNENS)
'
‘ JOYCEK‘CARWIN
NotaryPublic,Connecticut MyCommmlon ExpiresJune30,20 ,
IES
7/4“»;

ALL-PURPOSEACKNOWLEDGMENT
State of
County of
On before me,
DATE OF OFFICER - E.G .
- DOE.NOTARY PUBLIC“
personally appeared
personally known to me - OR - D proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted. executed the instrument.

W S my hand and official seal.

SIGNATURE OF NOTARY

OPTIONAL
Though the data below is not required by law. it may prove valuable to persons relying on the document and could prevent fraudulent reattachment of this form.

CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT

INDIVIDUAL

CORPORATE OFFICER

TITLE OR TYPE OF DOCUMENT
TlTLE(S)
E] PARTNER(S) B

LIMITED

GENERAL
ATTORNEY-lN-FACT

TRUSTEE(S)

GUARDIAN/CONSERVATOR NUMBER OF PAGES
OTHER:

SIGNER IS REPRESENTING: DATE OF DOCUMENT
NAMEOF PERSONS) on ENTITY(IES)

SIGNER(S) OTHER THANNAMEDABOVE
F14fr 147
k; (arm/Am

17.I

E ‘L/‘ 203 efore
DATE
[3
Mum-mu”, \ m I», “3“vim;

GNATURE ARV
NATIONAL ASSOCIATION - am Rem-no: Ava .p 0' am Canaan Pnrk,CA91305»7184 ALL-PURPOSEACKNOWLEDGMENT No.590
7 State of Texas
County of Harris
0n me, MarioArzamendi Notary Public
NAME. TITLEOF OFFICER- E.G., "JANEDOE.NOTARYPUBLIC“
personally appeared MaryAnn Garcia
NAME(S)OFSIGNER(S) [XI personally known to me - OR - proved to me on the basis of satisfactory evidence to be the personoi) whose nameOs‘)is/aDesubscribed to the within instrument and acknowledged to me that [xx/Shem executed the same in
his/her/lbetxauthorized capacity?es), and that by hbslher/ tbetr signatureOé) on the instrument the personm.or the entity upon behalf of which the persona) acted, executed the instrument.

WITNESS my hand and official seal.

OF NOT

OPT ONAL
Though the data below is not required by law. it may prove valuable to persons relying on the document and could prevent fraudulent reattachment of this form.

CAPACITY CLAIMEDBY SIGNER DESCRIPTIONOF ATTACHED DOCUMENT [I lNDIVlDUAL
E] CORPORATEOFFICER

TITLE OR TYPE OF DOCUMENT

TITLE(S)
[j PARTNER(S) LIMITED

GENERAL
ATTORNEY—lN-FACT

TRUSTEE(S)

GUARDIAN/CONSERVATOR NUMBEROF PAGES
E] OTHER:

SIGNER IS REPRESENTING: DATE OF DOCUMENT

NAMEOF PERSON(S) ORENTITYUES)

SIGNER(S) OTHER THAN NAMED ABOVE
$4067IGEEF 2/93 (e 1993 NOTARY .

17.I

munnun
Power of Attorney
Federal Insurance Company | Vigilant Insurance Company | Paci?c Indemnity Company Westchester Fire Insurance Company | ACE American Insurance Company Know All by These Presents, that FEDERAL INSURANCE COMPANY, an Indiana corporation, VIGILANTINSURANCE COMPANY, a New York corporation, PACIFIC INDEMNITY COMPANY, a Delaware corporation, WESTCHESTERFIREINSURANCECOMPANY and ACE AMERICAN INSURANCECOMPANYcorporations of the Commonwealth ofPennsylvania, do each hereby constitute and appoint
Mary Ann Garcia
each as their true and lawful Attomey-in-Fact to execute under such designation in their names and to af?x their corporate seals to and deliver for and on their behalf as surety thereon or otherwise, bonds and undertakings and other writings obligatory in the nature thereof [other than bail bonds] given or executed in the course of business, and any instruments amending or altering the same, and consents to the modi?cation or altera?on ofany instrument referred to in said bonds or obligations.

In Witness Whereof, said FEDERALINSURANCECOMPANY.VIGILANTINSURANCECOMPANY, PACIFIC INDEMNITY COMPANY, WESTCHESTER FIRE INSURANCECOMPAN and ACE AMERICAN INSURANCE COMPANY have each executed and attested these presents and af?xed their corporate seals on this 19“, day of Iuly, 2024-. Y On this 19"] day of luIy, 2024- before me, a Notary Public of New Jersey, personally came Rupert HD Swindells and Warren Eichhorn, to me known to be Assistant Secretary and Vice President, respectively, of FEDERALINSURANCECOMPANY,VIGILANTINSURANCECOMPANY,PACIFIC INDEMNITYCOMPANY,WESTCHESTERFIRE INSURANCECOMPANYand ACE AMERICANINSURANCECOMPANY, the companies which executed die foregoing Power of Attorney, and the said Rupert HD vaindells and Warren Eichhorn, being by me duly sworn severally and each for himself did depose and say that they are Assistant Secretary and Vice President, respectively, of FEDERAL INSURANCECOMPANY, VIGILANTINSURANC . COMPANY, PACIFIC E INDEMNITYCOMPANY,WESTCHESTER FIRE INSURANCECOMPANYand ACEAMERICANINSURANCECOMPANYand know the corporate seals thereof, that the seals affixed to the foregoing Power of Attorney are such corporate seals and were thereto affixed by authority of said Companies; and that their signatures as such of?cers were duly af?xed and subscribed by like authority.

Notarial Seal
IN THE EVENT YOU WISH TO VERIFYTHE AUTHENTICITY OF THIS BOND 0R NOTIFY US OF ANYOTHER MATTER,PLEASECONTACTUS AT: Telephone (908] 903- 3493 Fax (908] 903- 3656 e-mail: [email protected] Combined: FED-VlG—Pl-WFIGAAIC(rev. 11-19)
QWW
\\ at run lilchluirn. \ It‘t‘ l'rtsldunl

STATE OF NEWJERSEY
County of Hunterdon SS
Alben Contursi NOTARV PUBUC OF NEWJERSEV
No 59201369 Commission Empires August 22,2027

CERTIFICATION
Resolutions adopted by the Boards of Directors of FEDERAL INSURANCECOMPANY, VIGILANTINSURANCECOMPANY, and PACIFIC INDEMNITYCOMPANYon August 30, 2016; WESTCHESTERFIRE INSURANCECOMPANYon December 11, 2006; and ACEAMERICANINSURANCECOMPANYon March 20, 2009:
"RESOLVED,mat the following authorizations relate to the execution, for and on behalf of the Company, of bonds, undertakings, recognizances, contracts and other written commitments of the Company entered into in the ordinary course of business (each a "Written Commitment”):
[1]
(Z)
[3)
[4]
[5]
Each of the Chairman, the President and the Vice Presidents of the Company is hereby authorized to execute any Written Commitment for and on hehalfofthe Company, under die seal ofthe Company or otherwise. Each duly appointed attorney-ln-fact of the Company is hereby authorized to execute any Written Commitment for and on behalfofthe Company, under the seal ofthe Company or otherwise, to the extent that such action is authorized by the grant of powers provided for in such peison's written appointment as such attorney-in-fact. Each of the Chairman.the President and the Vice Presidents of the Company is hereby authorized. for and on hehalfofthe Company, to appoint in writing any person the attorney-tnfact of the Company with full power and authority to execute, for and on behalfofthe Company, under the seal ofthe Company or otherwise, such Written Commitments of the Company as may be speci?ed in such written appointment. which speci?cah'on may be by general type or class of Written Commitments or by speci?cation of one or more particular Written Commitments. Each of the Chairman, the President and the Vice Presidents of the Company is hereby authorized, for and on behalf ofthe Company, to delegate in writing to any other of?cer of the Company the authority to execute, for and on behalf of the Company, under the Company‘s seal or otherwise, such Written Commitments of ?le Company as are speci?ed in such written delegation, which speci?cation may be by general type or class of Written Commitments or by speci?cation ofone or more particular Written Commitments. The signature of any of?cer or other person executing any Written Commitment or appointment or delegation pursuant to this Resolution, and the seal ofthe Company, may be af?xed by facsimile on such Written Commitment or written appointment or delegation.

FURTHER RESOLVED, that the foregoing Resolution shall not be deemed to be an exclusive statement of the powers and authorityofo?icers, employees and other persons to act for and on behalf of the Company, and such Resolution shall not limit or otherwise affect the exercise of any such power or au?mrity otherwise validly granted or vested " I, Rupert HD Swindells, Assistant Secretary ofFEDERAL INSURANCECOMPANY,VIGILANTINSURANCE COMPANY, PACIFIC INDEMNITYCOMPANY,WESTCHESTERFIREINSURANC COMPANYand ACE AMERICANINSURANCECOMPANY(the "Companies") do hereby certify that E (i) the foregoing Resolutions adopted by the Board of Directors of the Companies are true, correct and in full force and effect, [ii] the foregoing Power of Attorney is true, correct and in full force and effect Given under my hand and seals of said Companies at Whitehouse Station, NJ, this September 16, 2024 Rupll’. HD3\\ “null: Aunt-nu Summit
Rupert HQSn indells Azzlsant 3! :mmry

17.I

SURETY RIDER
To be attached to and form a part of
Bond NO. K41952957
dated
. 1 ,2 2 effective September 6 O 4
(MONTH-DAY—YEAR)
Frontier California lnc. . . executed by , as Prmcnpal, (PRINCIPAL)
and by Federal Insurance Company , as Surety,
in favor of City of Hemet
(OBLlGEE)
in consideration of the mutual agreements herein contained the Principal and the Surety hereby consent to changing Below is the paragraph in the Labor & Material bond to which the City of Hemet requires an amendment by deleting the phrase “Title 15 (commencing with section 3082) part 4 of Division 3 of the California Civil Code” and replacing it with “Section 8000 — 9566 of the California Civil Code”.

Revised Paragraph to read as follows:

WHEREAS, Principal is required to furnish a bond in connection with the Improvement Agreement providing that if Principal or any of its subcontractors shall fail to pay for any materials, provisions, or other supplies, or terms used in, upon, for, or about the performance of the Public Improvements, or for any work or labor done thereon of any kind, or for amounts due under the provisions of Section 8000 - 9566 of the California Civil Code, with respect to such work or labor, that the Surety on this bond will pay the same together with a reasonable attorney’s fee in case suit is brought on the bond.

Nothing herein contained shall vary, alter or extend any provision or condition of this bond except as herein expressly stated.

This rider
is effective September 16, 2024
(MONTH—DAY—YEAR)
Signed and Sealed October 3, 2024
I (MONTH—DAY—YEAR)
Frontier California lnc.
(PR ClPAL) Fr i ”(K A Tkowu?)“If Aé??da'ie, QC El095%)”ka 328’ Federal insurance Company
S-O443/GEEF 10/99

17.I

ALL-PURPOSE ACKNOWLEDGMENT No. 5907
State of CanI”! (7’0 +7( L471,
County of PMI/“?l’l€ [0/
On I0Z:[3031+ before me, 33 (e, K (QVWii/l" NUT—J/
DATE
a M, ,
, N E.TITLEOF OFFICER - E.G., "JANE DOE, NOTARY PUBLIC“ personally appeared Fffdg/QI’C A.-TL.Uri/I a S ,
* NAME(S)OF SIGNER(S) [>4personally known to me - 0R - I] proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. JOYCEK.CARWIN Notary Public, Connecticut
MyCommissionExpiresJune30,20 . WlTN88 my hand and official seal.

SIGNATURE OF NOTARY

OPTIONAL
Though the data below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent reattachment of this form.

CAPACITYCLAIMEDBY SIGNER DESCRIPTION OF ATTACHED DOCUMENT

INDIVIDUAL

CORPORATE OFFICER

TITLE OR TYPE OF DOCUMENT

TITLE(S)
[j PARTNER(S) a

LIMITED

GENERAL
ATTORN EY—lN-FACT

TRUSTEE(S)

GUARDIAN/CONSERVATOR NUMBER OF PAGES
OTHER:

SIGNER IS REPRESENTING: DATE OF DOCUMENT

NAMEOF PERSON(S) OR ENTITYUES)

SIGNER(S) OTHER THAN NAMEDABOVE
S-4067/GEEF 2/98 @1993 NATlONALNOTARY ASSOCIATlON - 8236 Remmet Ave, PO. Box 7184 - Canoga Park, CA91309-7184

17.I

ALL-PURPOSEACKNOWLEDGMENT No.5907
State of Texas
County of Harris
On {ZCfQ5f}: 3 203 X befere me, MarioArzamendi Notary Pubiic , DAT NAME,TiTLE0F OFFICER- 5.9.. "JANEDOE.NOTARYPUBLIC” personaiiy appeared MaryAnn Garcia
NAMEtS)OFSIGNERIS)
personeiiy known to me - OR - [7_ proved to me on the basis of satisfactory evidence to be the persona} whose namecs) islatje subscribed to the within instrument and acknowledged to me that ism/Shem executed the same in
Niefhermx authorized capacity/(tee), and that by ?ts/her/tbetr signaturece) on the instrument the persona), or the entity upon behaif of which the pereon?) acted, executed the instrument. 3 WtTNESS my hand and officiet seal.

SIGNATURE OF NOTARY
OPTIONAL - Though the cteta below is not required by law. it may prove vaiuebie to persens retying on the document and ceutd prevent fraudulent reettachment of this form.

CAPACiTYCLAIMEDBYSIGNER ?ESCRiPTION OF ATTACHED DOCUMENT iNDMDUAL
CORPORATE OFFtCER

TITLE OR TYPE OF DOCUMENT

TITLES)
PARTNER(S) LiMITED

GENERAL
AWORN EYviN-FACT

TRUSTEE(S)

GUARDIAN/CONSERVATOR NUMBEROF PAGES
OTHER:

SIGNER is REPRESENTING: DATE 0F DOCUMENT
NAMEOF PERSOMS} oe ENTtTYGES)
StGNER-(S) OTHER THAN NAMED ABOVE
3403713251: 2193 © 1993 NATtONAL NOTARY ASSOCIATiON .8238 RammetAve. PO. Box 1'184 .Canoga Park, CA 91309—7184

17.I

CHuag
Power of Attorney
FederalInsurance Company| Vigilant Insurance Company | PacificIndemnityCompany WestchesterFire InsuranceCompany|ACEAmerican InsuranceCompany Know All byThese Presents, that FEDERALINSURANCECOMPANY, an Indianacorporation, VIGILANTINSURANCE COMPANY, a New York corporation, PACIFICINDEMNITY COMPANY, a Delaware corporation,WESTCHESTER FIRE INSURANCECOMPANYand ACE AMERICANINSURANCECOMPANY corporations of theCommonwealth of Pennsylvania, do each herebyconstitute and appoint
Mary Ann Garcia
each as their true and lawful Attorney-in--Fact to execute under such designation in their names and to affix their corporate seals to anddeliver for and on theirbehalf as surety thereon or otherwise, bonds and undertakings and otherwritings obligatory 1n the nature thereof (other than bail bonds) given or executed in the course of business, and any instruments amending or altering the same, and consents to the modificationor alteration of any instrument referred to in saidbonds or obligations. In Witness Whereof, said FEDERALINSURANCE COMPANY, VIGILANT INSURANCE COMPANY, PACIFICINDEMNITYCOMPANY, WESTCHESTERFIRE INSURANCECOMPANY and ACE AMERICAN INSURANCE COMPANY have each executed and attested these presents and affixed theircorporate seals on this 19th day of July, 2024. ' WarrenEichhorn. FirePresident
STATE OF NEWJERSEY _ County of Hunterdon 35- On this 19th day of July, 2024 beforeme, a Notary Publicof Newylersey,personally came Rupert HDSwindells and Warren Eichhorn, to me known to be AssistantSecretary and Vice President,respectively, of FEDERALINSURANCE COMPANY, VIGILANTINSURANCE COMPANY,PACIFIC INDEMNITY COMPANY,WESTCHESTER FIRE INSURANCECOMPANYand ACE AMERICAN INSURANCECOMPANY, the Companieswhich executed the foregoing Power ofAttorney, and the said Rupert HD Swindells and Warren Eichhorn,being by me duly sworn, severally and each for himselfdid depose and say that they areAssistant Secretary and Vice President, respectively, of FEDERAL INSURANCECOMPANY, VIGILANTINSURANCE COMPANY, PACIFIC INDEMNITY COMPANY, WESTCHESTER FIREINSURANCE COMPANYand ACE AMERICANINSURANCECOMPANYand know the corporate seals thereof, that the sealsaffixed to the foregOingPower of Attorney aresuch corpOratesealsand were thereto affixed by authority of said Companies, and that their signatures as such officers were duly affixed and subscribed by like authority.
,
_ Haber!Guam ‘ ,
'
I amassattendeeNEWJEHSEY , .
_ 11991523111201.1353
Eustam’ms?un ices August 22,2317 '
,
,
Notarial Seal
Notary Public CERTIFICATION
Resolutions adopted by the Boards of DirectOrs of FEDERAL INSURANCE COMPANY, VIGILANT INSURANCE COMPANY, and PACIFICINDEMNITYCOMPANY on August 30, 2016; WESTCHESTER FIRE INSURANCECOMPANY on December11,2006; and ACEAMERICAN INSURANCECOMPANYon March 20, 2009:
”RESOLVED,that the following authorizations relate to the execution, for and on behalf ofthe Company, of bonds, undertakings, recognizances, contracts and other written commitments of the Company enteredinto in the ordinary courseof business (each a "WrittenCommitment"):
[1) Each of the Chairman, the President and the Vice Presidents of the Company is herebyauthorizedto execute any Written Commitment for and on behalf of the Company, under the seal of the Companyor otherwise. [2) Each duly appointed attorney- -in-factof the Company' IS hereby authorizedtoexecute any Written Commitment for and on behalf of the Company, under the sealof the Company or otherwise, to the extent that such action is authorizedby the grant of powe1 5 providedform such person'swritten appointment as such attorney-in- -fact. (3) Each of the Chairman, the President and the Vice Presidents of the CempanyIS hereby authorized, for and on behalfofthe Company, to appomt 1nwriting any person the attorney- in- fact of the Companywith full power andauthority to execute, for andon behalfofthe Company, under the seal ofthe Company or otherwise, such Written Commitments ofthe Company as may bespecified in such written appointment, which specificationmay be by generaltype or class of WrittenCommitments or by specification of one or more particular Written Commitments. ' (4) Eachof the Chairman, the President and the Vice Presidents of the Company' IS hereby authorized, f01 and on behalfof the Company, to delegate in M 1t1ngto any other officer of the Company the authority to execute, for and on behalf of the Company, under the Company’ 5 seal or otherwise, such Written Commitments of the Company as are specified' 1n such written delegation, whichspeci?cationmay be by general type or classof Written Commitments Or by speci?cationof one or more particular Written Commitments. (5) The signature of any officeror other person executing any Written Commitment or appointment or delegation pursuant to this Resolution, and the seal oftheCompany, maybe af?xed by facsimile on such WrittenCommitment or written appointment or delegation. FURTHER RESOLVED, that the foregoing Resolution shall not be deemed to be an exclusive statement of the powers and authority of of?cers, employees and other persons to act for and on behalf of the Company, and SuchResolution shallnot limit or otherwise affect the exercise of any such poweror authority otherwise validly granted or vested." I, Rupert HD Swindells, Assistant Secretary of FEDERALINSURANCE COMPANY, VIGILANTINSURANCECOMPANY, PACIFIC INDEMNITYCOMPANY, WESTCHESTERFIRE INSURANCE COMPANYand ACE AMERICAN INSURANCECOMPANY [the "Companies"] do herebycertify that (i) the foregoing Resolutionsadopted by the Board of Directors of the Companies are true, correct and in full force and effect, (ii) the foregoing Power of Attorney is true, correct and in full force and effect. Given under my hand and seals of said Companies at Whitehouse Station, NJ,this October 3, 2024 INTHE EVENTYOUWISH TO VERIFYTHE AUTHENTICITYOFTHibBONDORNOTIFYUSOF1ANY OTHER MATTER, PLEASE CONTACT US AT. Telephone(908) 903- 3493 . Fax(908}903 3656‘i" ' e—.. —mail:surety@chubb. com .5K 2 w i “\V 3 : \
3 .( _\)V 4,
‘ s- . p, ,_ \( ’e .3 >
, I
I ? . ‘1 x 2
'
k v 1 Combined: FED-VIG-Pl-WFlC-AAIC(rev. 11-19)
-

17.I

* 72' “0%mgawwgy

17.I

IN THE CITYOF HEMET, COUNTYOF RIVERSIDE,STATE OF CAUFORNIA SHEET No. 2 OF 2 SHEETS PARCELMAPNO.36566
BEING A SUBDIVISIONOF PARCEL MAP NO. 6210 AS PER MAP FILEDIN BOOK 14 PAGE 70 OF PARCEL MAPS.IN THE OFFICEOF THE COUNTYRECORDEROF SAID COUNTY.

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EASEMENT NOTES

AN EASEMENT

TRANSMISSION

N FAVOR OF CALIFORN
Q
__/ ACACIA AVENUE

A ELECTRIC POWER COMPANY, ITS SUCCESSORS AND ASSIGNS FOR THE RECORDED JUNE 6, 1958 AS BOOK 2282, PAGE 193 OF OFFICIAL RECORDS.

AND DISTRIBUTIONOF ELECTRICITY AND COMMUNICATIONPURPOSES AND INCIDENTALPURPOSES,

AN EASEMENT

AND NCDENTA

AN EASEMENT

N FAVOR OF
_ PURPOSES,

N FAVOR OF
CA
RECORDED JANUARY 16, 1961 AS INSTRUMENT NO. 3672 OF OFFIC CA
-IFORN
JFORN

A WATER AND TELEPHONE COMPANY, A CORPORATION FOR TELEPHONE LINE A
A WATER AND TELEPHONE COMPANY, A CORPORATION F0
AND NC DENTALPURPOSES, RECORDED JANUARY 16, 1961 AS INSTRUMENT NO. 3673 OF OFFIC

AN EASEMENT

AND NC DENTA

AN EASEMENT

AND NC DENTA

AN EASEMENT
AND NC

N FAVOR OF
_ PURPOSES,

N FAVOR OF
_ PURPOSES.

N FAVOR OF

DENTAL PURPOSES,

CALIFORNA WATER AND TELEPHONE COMPANY, A CORPORATION FO RECORDED JANUARY 16, 1961 AS INSTRUMENTNO. 3676 OF OFFIC CA-lFORN
RECORDED JANUARY 16, 1961 AS INSTRUMENTNO. 3679 OF OFFIC CA
RECORDED FEBRUARY 14, 1961 AS INSTRUMENT NO. 12717 OF OFF _|FORN A WATER AND TELEPHONE COMPANY, A CORPORATION FO
R
A
R
A

A WATER AND TELEPHONE COMPANY, A CORPORATION FOR
A
R
C
_ RECORDS.

PUBLIC UTILITIES
_ RECORDS.

PUBLIC UTILITIES
_ RECORDS.

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_ RECORDS.

PUBLIC UTILITIES
AL RECORDS.
(Z) AN EASEMENT

AND INCIDENTA

AN EASEMENT

AND INCIDENTA

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AND INCIDENTA

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N FAVOR OF
_ PURPOSES,
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REC
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FORNA WATER AND TELEPHONE COMPANY, A CORPORATION FOR PUBLC UTILITIES ORDED FEBRUARY 14, 1961 AS INSTRUMENTNO. 12719 OF OFFICIAL RECORDS.

FORNA WATER AND TELEPHONE COMPANY, A CORPORATION FOR PUBLC UTILITIES ORDED MARCH 24, 1961 AS INSTRUMENT NO. 25160 OF OFFICIAL RECORDS.

FORNA WATER AND TELEPHONECOMPANY, A CORPORATION FOR PUBLC UTILITIES ORDED NOVEMBER 10, 1961 AS INSTRUMENT NO. 97295 OF OFFICIALRECORDS.

N FAVOR OF CAL FORN A ELECTRIC POWER COMPANY, A CORPORATION FOR PUBLIC UTILTIES AND

INCIDENTAL PURPOSES, RECORDE

AN EASEMENT

AND INCIDENTA

AN EASEMENT

N FAVOR OF CAL

L PURPOSES, REC

N FAVOR OF CAL
D AUGUST 09, 1963 AS INSTRUMENTNO. 83958 OF OFFICIAL RECORDS.

FORN A WATER AND TELEPHONECOMPANY, A CORPORATION FOR PUBLC UTILITIES ORDED DECEMBER 21, 1964 AS INSTRUMENTNO. 151155 OF OFFICIAL RECORDS.

FORN A ELECTRIC POWER COMPANY, A CORPORATION FOR PUBLIC UTIL INCIDENTALPURPOSES, RECORDED MAY 17, 1963 AS INSTRUMENT NO. 51428 OF OFFICIAL RECORDS.

TIES AND

17.I

City of Hemet
City Council Meeting

STAFF REPORT
Meeting: City Council Meeting - Oct 22 2024
Department: Information Technology
Submitted by: Mark Prestwich, City Manager
Scott Underwood, Information Technology Manager;
☐ Receive and File ☐ Consent Calendar ☐ Business Item ☐ Public Hearing TITLE:

A Resolution of the City Council of the City of Hemet, California, Approving a Three-Year Arctic Wolf managed detection and response (MDR) services agreement via the OMNIA Partners purchasing alliance with SHI International Corp in the Amount of $322,215.25; authorize the Administrative Services Director to record a Supplemental Appropriation in the amount of $46,133.98; and authorize the City Manager to execute the Agreement, Purchase Orders, Annual Invoices, and all Other Supporting Documents Related to the Agreement
RECOMMENDED ACTION:

It is respectfully recommended that the City Council:

Approve a Three-Year Arctic Wolf managed detection and response (MDR) services agreement via the OMNIA Partners purchasing alliance with SHI International Corp in the Amount of $322,215.25; authorize the Administrative Services Director to record a Supplemental Appropriation in the amount of $46,133.98; and authorize the City Manager to execute the Agreement, Purchase Orders, Annual Invoices, and all Other Supporting Documents Related to the Agreement.

BACKGROUND:

The City of Hemet's Information Technology (I.T.) Division is responsible for monitoring and protecting the City from threats to its networks, servers, and data. Cyberattacks have been a growing concern for a number of years. It takes proper tools and educated teams to prevent malicious and criminal attacks that can have harmful and financial repercussions.

Cyber threats and attacks happen 24 hours a day, seven days a week, and require constant monitoring to detect, respond, and recover (also known as Managed Detection and Response (MDR)). Monitoring is done by both people and artificial intelligence computers for speed and accuracy.

The City currently lacks a comprehensive platform that would provide 24/7 monitoring, internal and host based scanning, rapid incident response, log collection and professional vulnerability management guidance.

17.J

ANALYSIS:

In accordance with California Assembly Bill 2715, information regarding cybersecurity risks, vulnerabilities, and threats facing the City of Hemet will be provided to City Council in closed session.

I.T. staff consulted with neighboring member agencies of the Municipal Information Systems Association of California (MISAC) as well as industry research organizations that specialize in information technology and cybersecurity. This process allowed the City to narrow its focus on managed detection and response (MDR) providers to a small list of three providers. Over the last three months, I.T. staff have met with each provider. Each provider took a different approach to providing their solution. All three solutions had different software and hardware compatibility requirements to make their solution work.

Arctic Wolf’s MDR solution was chosen based on the data sources it monitors, the quality of the 24/7 monitoring service, and reviews from peer agencies that have contracted with Arctic Wolf. The solution will enhance and improve the City’s cyber security posture, allowing Information Technology to detect and respond to cyber threats earlier and better defend the City’s networks and data against cyber threats.

DISCUSSION:

The importance of cybersecurity is growing, yet the City like most organizations lack the time and resources needed to create a mature cybersecurity program internally. In addition, cybersecurity professionals are scarce and expensive to hire, train and retain, which drives many local governments to consider outsourcing cybersecurity monitoring as a solution. Outsourcing cybersecurity monitoring services can improve resource allocation, provide 24/7 coverage, and offer cost savings.

The OMNIA cooperative secures pricing and terms for purchases by participating public entities through publicly bid master agreements. In this case, the master agreement for the Services is SHI/OMNIA Contract No. 2018011-02, originally entered into by the City of Mesa, AZ. The provisions of that master agreement would apply to the purchase of the Services from SHI. This permits the City to secure the Services through the cooperative structure and pricing, rather than independently securing and negotiating for the Services.

PREVIOUS COUNCIL ACTION:

On June 11, 2024 City Council approved the Fiscal Year 2024-25 Strategic Plan Action Items. This included Strategic Plan Action Item #39: Secure and install a “Managed Detection and Response” (MDR) Solution for cyber readiness.

STRATEGIC PLAN INTEGRATION:

GOAL FIVE: ORGANIZATIONAL EFFECTIVENESS
To identify the work needed inside the City organization to effectively provide services to the community and ensure financial stability.

Objective 2: Evaluate existing practices to ensure continuity with industry best practices.

17.J

To identify the work needed inside the City organization to effectively provide services to the community and ensure financial stability.

The proposed action aligns with Council adopted Strategic Action Item: Evaluate the IT function and future needs.

FISCAL IMPACT:

The recommended solution is as follows:

Solution Year Cost
Arctic Wolf MDR Services
including implementation
services.
1 $106,133.98
Year 1 Total: $106,133.98
Solution Year Cost
Arctic Wolf MDR Services 2 $105,405.50
Arctic Wolf MDR Services 3 $110,675.77
Year 2 and 3 Total: $216,081.27
3 Year Total: $322,215.25
Funding for Year 1 of this project in the amount of $106,133.98 will come from I.T. Operations Accounts 680-1935-2265 and 680-1935-2710 for a total of $60,000. The additional $46,133.98 will be sourced from I.T. Fund Balance (Fund No. 680). Funding for Years 2 and 3 will be included in the I.T. annual budget (Fund No. 680).

As a result of the recommended action, the I.T. Fund Balance (Fund 680) of $2,007,898.19 will be reduced by $46,133.98, resulting in a remaining available fund balance of $1,961,764.21.

REVIEWED BY LEGAL:
☒ Staff report ☒ Resolution
☐ Ordinance ☒ Agreement
ATTACHMENT(S):

Attachment 1 - MDR Resolution
Attachment 2 - Arctic Wolf quote from SHI
Attachment 3 - Agreement with Arctic Wolf
Attachment 4 - SHI Pricing Breakdown

17.J

CITY OF HEMET

HEMET, CALIFORNIA
RESOLUTION NO. 2024-xxx

A RESOLUTION OF THE CITY COUNCIL OF THE CITY

OF HEMET, CALIFORNIA, APPROVING A THREE-YEAR

ARCTIC WOLF MANAGED DETECTION AND RESPONSE
(MDR) SERVICES AGREEMENT VIA THE OMNIA

PARTNERS PURCHASING ALLIANCE WITH SHI

INTERNATIONAL CORP IN THE AMOUNT OF
$322,215.25; AUTHORIZE THE ADMINISTRATIVE

SERVICES DIRECTOR TO RECORD A SUPPLEMENTAL
APPROPRIATION IN THE AMOUNT OF $46,133.98; AND

AUTHORIZE THE CITY MANAGER TO EXECUTE THE

AGREEMENT, PURCHASE ORDERS, ANNUAL

INVOICES, AND ALL OTHER SUPPORTING

DOCUMENTS RELATED TO THE AGREEMENT
The City Council of the City of Hemet, California (hereafter referred to as the “City Council”) does resolve as follows:

WHEREAS, the City of Hemet (“City”) Information Technology Division is responsible for monitoring and protecting the City from threats to its networks, servers, and data; and
WHEREAS, Cyberattacks have been a growing concern for a number of years; and
WHEREAS, Cyber threats and attacks happen 24 hours a day, seven days a week, and require constant monitoring to detect, respond, and recover (also known as Managed Detection and Response (MDR)); and
WHEREAS, The City currently lacks a comprehensive platform that would provide 24/7 monitoring, internal and host-based scanning, rapid incident response, log collection and professional vulnerability management guidance; and

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WHEREAS, Information Technology staff consulted with neighboring member agencies of the Municipal Information Systems Association of California (MISAC) as well as industry research organizations who specialize in information technology and cybersecurity; and
WHEREAS, Arctic Wolf’s MDR solution was chosen based on the data sources that the solution monitors, the quality of the 24x7 monitoring service, and reviews from peer agencies that have contracted with Arctic Wolf; and WHEREAS, The Arctic Wolf MDR solution will enhance and improve the City’s cyber security posture, allowing Information Technology to detect and respond to cyber threats earlier, and better defend the City’s networks and data against cyber threats; and
WHEREAS, The OMNIA cooperative secures pricing and terms for purchases by participating public entities through publicly bid master agreements; and WHEREAS, The master agreement for Services, SHI/OMNIA Contract No. 2018011-02, permits the City of Hemet to secure the Services through the cooperative structure and pricing, rather than independently securing and negotiating for the Services; and
WHEREAS, On June 11, 2024 City Council approved the Fiscal Year 2024-25 Strategic Plan Action Items. This included Strategic Plan Action Item #39: Secure and install a “Managed Detection and Response” (MDR) Solution for cyber readiness; and

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

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SECTION 1. FINDINGS - The recitals set forth above are hereby adopted as findings in support of this Resolution.

SECTION 2. DETERMINES – The City Council hereby approves a Three-Year Arctic Wolf managed detection and response (MDR) services agreement via the OMNIA Partners purchasing alliance with SHI International Corp in the Amount of $322,215.25 over 3 years.

SECTION 3. ORDERS – The City Council hereby authorizes the City Manager to execute the Agreement, Purchase Orders, Annual Invoices, and all Other Supporting Documents Related to the Agreement.

SECTION 4. EFFECTIVE DATE – This resolution shall become effective on October 22, 2024.

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PASSED, APPROVED AND ADOPTED this 22nd day of October, 2024. ____________________________
Joe Males, Mayor
ATTEST:
_____________________________
John Paul Maier, City Clerk

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State of California )
County of Riverside )
City of Hemet )
I, John Paul Maier, City Clerk of the City of Hemet, do hereby certify that the foregoing resolution was adopted by the Hemet City Council on the 22nd day of October, 2024, and was passed by the following vote:

AYES: Council Members: None.

NOES: Council Members: None.

ABSTAIN: Council Members: None.

ABSENT: Council Members: None.
_____________________________
John Paul Maier, City Clerk

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Pricing Proposal
Quotation #:  25317545
Created On:  9/17/2024
Valid Until:   10/31/2024
CA-City of Hemet Inside Account
Executive
Scott Underwood
445 E. Florida Ave
Hemet, CA 92543
United States
Phone: 9517652348
Fax:

Email: [email protected]
Alex Coleman
290 Davidson Ave.

Somerset, NJ 08873
Phone: 732-667-2788
Fax:

Email: [email protected]
All Prices are in US Dollar (USD)
Product Qty Your Price Total
1 Arctic Wolf Plus User License - Gold
Arctic Wolf Networks - Part#: AW-PLUS-USER-GOLD
Contract Name: Omnia Partners - IT Solutions
Contract #: 2018011-02
Coverage Term: 10/27/2024 – 10/26/2025
440 $137.02 $60,288.80
2 Arctic Wolf Plus Server License - Gold
Arctic Wolf Networks - Part#: AW-PLUS-SERVER-GOLD
Contract Name: Omnia Partners - IT Solutions
Contract #: 2018011-02
Coverage Term: 10/27/2024 – 10/26/2025
90 $156.59 $14,093.10
3 Arctic Wolf 200 Series Sensor - 2 x 10G Multi mode fiber SFP+ modules with LC connector
Arctic Wolf Networks - Part#: AW-MDR-2XX-S-10G
Contract Name: Omnia Partners - IT Solutions
Contract #: 2018011-02
Coverage Term: 10/27/2024 – 10/26/2025
7 $2,195.12 $15,365.84
4 Arctic Wolf MDR Log Retention - 1 year
Arctic Wolf Networks - Part#: AW-MDR-1YR
Contract Name: Omnia Partners - IT Solutions
Contract #: 2018011-02
Coverage Term: 10/27/2024 – 10/26/2025
530 $6.85 $3,630.50
5 Arctic Wolf MDR Office 365 user license
Arctic Wolf Networks - Part#: AW-MDR-O365
Contract Name: Omnia Partners - IT Solutions
Contract #: 2018011-02
Coverage Term: 10/27/2024 – 10/26/2025
440 $9.61 $4,228.40
6 Arctic Wolf Security Operations Warranty - $1M (Enrollment Required) Arctic Wolf Networks - Part#: AW-WARRANTY-1000
Contract Name: Omnia Partners - IT Solutions
Contract #: 2018011-02
Coverage Term: 10/27/2024 – 10/26/2025
1 $0.00 $0.00

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7 Arctic Wolf Platform - Base Platform
Arctic Wolf Networks - Part#: AW-PLATFORM-BASE
Contract Name: Omnia Partners - IT Solutions
Contract #: 2018011-02
Coverage Term: 10/27/2024 – 10/26/2025
1 $914.63 $914.63
8 Arctic Wolf MDR Onboarding
Arctic Wolf Networks - Part#: AW-OB
Contract Name: Omnia Partners - IT Solutions
Contract #: 2018011-02
Coverage Term: 10/27/2024 – 10/26/2025
Note: One Time Fee
1 $6,268.20 $6,268.20
9 Arctic Wolf Sensor/Scanner Shipping
Arctic Wolf Networks - Part#: AW-SHP
Contract Name: Omnia Partners - IT Solutions
Contract #: 2018011-02
Coverage Term: 10/27/2024 – 10/26/2025
Note: One Time Fee
7 $0.00 $0.00
Subtotal $104,789.47
*Tax $1,344.51
Total $106,133.98
*Tax is estimated. Invoice will include the full and final tax due.

Additional Optional Items
Year 2 Fee
Arctic Wolf Networks - Part#:

Contract Name: Omnia Partners - IT Solutions
Contract #: 2018011-02
1 $105,405.50 $105,405.50
Year 3 Fee
Arctic Wolf Networks - Part#:

Contract Name: Omnia Partners - IT Solutions
Contract #: 2018011-02
1 $110,675.77 $110,675.77
Additional Comments
Hardware items on this quote may be updated to reflect changes due to industry wide constraints and fluctuations.

Arctic Wolf’s delivery of the products, services, and Solutions described herein are governed by the applicable Agreement located at https://arcticwolf.com/terms (or such other agreement executed by Arctic Wolf and the end user). The terms of this Order Form are Confidential Information and may not be disclosed except as otherwise provided in the applicable Agreement.

Please note, if Emergency Connectivity Funds (ECF) will be used to pay for all or part of this quote, please let us know as we will need to ensure compliance with the funding program.

Thank you for choosing SHI International Corp! The pricing offered on this quote proposal is valid through the expiration date set above. To ensure the best level of service, please provide End User Name, Phone Number, Email Address and applicable Contract Number when submitting a Purchase Order.

SHI International Corp. is 100% Minority Owned, Woman Owned Business.

TAX ID# 22-3009648; DUNS# 61-1429481; CCR# 61-243957G; CAGE 1HTF0 The products offered under this proposal are resold in accordance with the terms and conditions of the Contract referenced under that applicable line item.

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©2024 Arctic Wolf Networks, Inc. All rights reserved. | Public

THE LEADER IN SECURITY OPERATIONS
Arctic Wolf Solutions Agreement – Frequently Asked Questions Thank you for reviewing the Arctic Wolf Solutions Agreement. We appreciate your interest in becoming a customer of Arctic Wolf.

We hope the below information will help you better understand how Arctic Wolf’s security solutions (the “Solution” or “Solutions”) contracting model works.

Please note that this information is not considered part of the contract at any time. This is provided for information purposes only.

Who is Arctic Wolf?
• Arctic Wolf is a cybersecurity company that provides security operations Solutions, including managed detection and response, managed risk, and managed security awareness to mitigate our customers’ exposure to cyber threats. • We offer standard, highly configurable, Solutions to our customers which allows us to leverage the power of scale across our customer base to deliver cost effective and operationally efficient Solutions. • Arctic Wolf’s customers may subscribe to and license for the purchased Subscription Term the right to receive and use, in whole or in part, the various Solutions offered by Arctic Wolf. All customers subscribing to a particular Solution are on the same release using the same operational infrastructure and the same security and support operations for such Solution.

Who is the Authorized Partner?
Arctic Wolf leverages its channel partner relationships (its “Authorized Partners”) to resell our Solutions to our customers. The Authorized Partner may be selected by you or introduced to you by Arctic Wolf.

The Authorized Partners act as the financial arm in our transactions with you. You contract directly with the Authorized Partner related to purchase and payment of your subscription to our Solutions. The Authorized Partners are not involved in the delivery of our Solutions and, therefore, are not contemplated in the obligations and liabilities within the Solutions Agreement related to the delivery of our Solutions to you. You and the Authorized Partner will have separate contractual terms in place to address the financial aspects of the subscription transaction.

What data do you provide to Arctic Wolf?
Arctic Wolf monitors systems telemetry data received from our customers via the sensors, scanners and agents our customers install within their environment. The systems telemetry data allows us to identify potential security threats that may impact your environment. Systems telemetry data may include names, email addresses, phone numbers, usernames, passwords IP Address, geolocation data, deviceID, and other system log metadata. Arctic Wolf should not receive other more sensitive information, including the content of your business files, your customer’s business information, social security numbers, financial information, etc.

We trust that our customers have appropriate system and operational controls in place to prevent disclosure of such information to us.

Why does Arctic Wolf reserve the right to change certain terms within the Solutions Agreement? Like other subscription-based solutions providers, customer-generic terms that apply across our customer base are set forth as url links within the overarching Solutions Agreement. This allows Arctic Wolf to maintain consistency in the Solutions across its customers.

To address any customer concerns related to this model, Arctic Wolf: (i) provides that the url terms are last in line from an order of precedence; (ii) agrees that we will not materially decrease the features and functionalities during any customer then-current Subscription Term; (iii) provides notice of the change; and (iv) allows customers to object to any specific modification for the remaining period of their then-current Subscription Term.

Does Arctic Wolf offer service levels?
Arctic Wolf provides for response time service levels. These service levels can be found in the Managed Detection and Response Solutions Terms located at https://arcticwolf.com/terms/. These terms are password protected. Please contact your sales representative for the password.

Does Arctic Wolf offer termination for convenience?
As a subscription Solution, Arctic Wolf does not allow for termination for convenience. Arctic Wolf relies on committed subscription terms, in part, to manage our dedicated CST resource model.

We have special data security requirements. Can we include our security and privacy requirements in the Solutions Agreement?

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We are unable to include customer specific data security requirements in our Solutions Agreement. We offer a consistent Solution across our customer base. Arctic Wolf maintains the same IT security controls and processes for all customers. These controls and processes are reflected in our SOC2 Type II Report and its ISO 27001 certification.

Where is the Statement of Work for the services described in the Solutions Agreement? Arctic Wolf’s provides a subscription Solution that, depending on the Solution, is comprised of hardware, software and services. All designated components of the Solution are required to use and receive the Solutions. While services are an important part of the Solution, we do not define the services component of the Solutions as separate “professional services”. Unlike a traditional professional service offering, the services do not include deliverables and are not subject to acceptance.

Can we make changes to the Beta Terms?
Because participation in the beta programs is completely voluntary and there is no cost for participation, we do not agree to modifications to the beta terms.

We are a Covered Entity under HIPAA. Can we use our Business Associate Agreement? Arctic Wolf should not receive PHI during the delivery of the Solutions to you, nor does Arctic Wolf process PHI on your behalf.

Accordingly, Arctic Wolf is not a business associate under HIPAA. Arctic Wolf appreciates that certain customers may take a conservative approach and require a business associate agreement (BAA) to cover the exchange of any inadvertently disclosed PHI provided during our relationship. Given this, Arctic Wolf is amenable to execution of its template BAA in which each party’s liabilities and requirements are strictly construed to HIPAA requirements and incorporates such terms by url reference in the Solutions Agreement.
(For information purposes only, this FAQ does not form part of any contract)

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Arctic Wolf Networks –Solutions Agreement
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SOLUTIONS AGREEMENT
(via Authorized Partner)
This Solutions Agreement (the “Agreement”) is a legal agreement entered into by and between the Customer identified in the signature block below (“Customer”) and Arctic Wolf Networks, Inc. (“Arctic Wolf”) and governs any order forms, quotes, or other similarly intended ordering document (however named) executed or accepted by Customer (“Order Form”) that reference this Agreement or pertains to purchases of an Arctic Wolf subscription. The Order Form will be issued to Customer by an Arctic Wolf authorized partner (“Authorized Partner”). This Agreement is effective on the date last executed in the signature block below (the “Effective Date”). This Agreement permits Customer to purchase subscriptions to the Solutions, as defined below, identified in the Order Form from its Authorized Partner, and sets forth the terms and conditions under which those Solutions will be delivered. The Agreement consists of the terms and conditions set forth below, any attachments or exhibits identified herein and any Order Forms that reference this Agreement. If there is a conflict between the terms below, the Order Form, or the terms set forth in an URL referenced herein pertaining to the Privacy Notice, Solutions Terms, and Acceptable Use Policy (such URL terms, the “URL Terms”), the documents will control in the following order: this Agreement, the Order Form, and the URL Terms. For the avoidance of doubt, any other terms referenced by URL herein (but excluding the URL Terms) shall solely govern the products and services described therein.

In consideration of the mutual covenants and agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. Scope.

1.1 Solutions. Customer will purchase and Arctic Wolf, together with its Affiliates, will provide the specific products and services either separately or as part of a Security Operations Bundle as described at https://arcticwolf.com/terms/bundles-tiers/ (each a “Solution” or collectively, “Solutions”) as specified in the applicable Order Form. For purposes of this Agreement, “Affiliate” means any company or other entity, which directly or indirectly controls, is controlled by or is under joint control with a party.

A Solution will be comprised of the components (“Components”) more fully-described within the Solutions Terms located at https://arcticwolf.com/terms/ (“Solutions Terms”) as may be updated from time-to-time by Arctic Wolf in its sole discretion as needed to accommodate development, implementation, and deployment of new features and functionality and Customer’s use and licensing thereof.

Notice of any changes will be provided in accordance with Section 13 herein. In no event will any changes materially decrease the Solution features and functionalities that Customer has purchased or subscribed to during the then-current Term.

1.2 License Grant. The Solutions are provided on a subscription basis for a set term designated on the Order Form (each, a “Subscription Term”) for the one-time costs and subscription fees set forth therein (the “Fees”). Provided Customer is compliant with the terms of this Agreement, including payment of Fees, Arctic Wolf grants to Customer a limited, non-transferable, non-sublicensable, non-exclusive right and/or license during the Subscription Term to install, use, and access the Solutions and the applicable Components thereof and any Documentation associated therewith, in accordance with the Solutions Terms. Customer’s license and rights to install, access, and use the Solutions and any Documentation associated therewith, is solely for Customer’s and its Affiliates’ internal business purposes and subject to the additional use restrictions set forth herein and the maximum license numbers, including by server, user, or such other licensing metric designated in the applicable Order Form. “Documentation” means user manuals, training materials, product descriptions and specifications, and other printed information relating to the applicable Solution, as in effect and made generally available from Arctic Wolf, but expressly excluding marketing and sales collateral and materials, and proposals in whatever form.

1.3 Future Functionality. Subject to the warranties set forth in Section 10, Customer agrees that it has not relied on the promise of availability of any future functionality of the Solutions or any other future product or service in executing this Agreement or any Order Form. Customer acknowledges that information provided by Arctic Wolf regarding future functionality should not be relied upon to make a purchase decision. Should Arctic Wolf offer additional optional functionality in the future that complement the Solutions, Customer may elect to subscribe to and obtain a license to the optional functionality for an additional fee.

1.4 Except as otherwise provided herein, Customer understands and agrees that the Authorized Partner may not modify this Agreement, except in the event specifically and expressly stated within this Agreement related to pricing, payment, or such other similar financial terms, or make any commitments related to the delivery or performance of the Solutions on Arctic Wolf’s behalf and any proposals, marketing collateral, or other similar Solution descriptions shall not apply.

1.5 Beta Solutions.

1.5.1 From time-to-time Arctic Wolf may invite Customer to try, at no charge, Arctic Wolf products, features, or functionality that are not generally available to Arctic Wolf’s customers (“Beta Solutions”). Customer may accept or decline any such trial in its sole discretion. Any Beta Solutions will be clearly designated as beta, pilot, limited release, developer preview, non-production or by a description of similar import.

1.5.2 Restrictions and Disclaimers. Beta Solutions are provided for evaluation purposes and not for production use, are not supported, may contain bugs or errors, and may be subject to additional terms. To the full extent permitted by applicable laws, including any foreign consumer protection laws, Beta Solutions are not considered Solutions hereunder and are provided solely and exclusively “AS IS” with no express or implied warranty or terms and conditions, of any kind. TO THE FULL EXTENT PERMITTED BY APPLICABLE U.S. AND FOREIGN CONSUMER PROTECTION LAWS, (THE “CONSUMER PROTECTION LAWS”), CUSTOMER ASSUMES AND UNCONDITIONALLY RELEASES ARCTIC WOLF FROM ALL RISKS ASSOCIATED WITH THE USE OF ANY BETA SOLUTIONS. Arctic Wolf may discontinue the Beta Solutions at any time in its sole discretion and Arctic Wolf will make reasonable efforts to provide Customer with advanced notice of any such discontinuance.

Arctic Wolf does not promise or represent that Beta Solutions will be made generally available.

1.5.3 NO DATA RETENTION. ANY DATA ENTERED INTO THE BETA SOLUTIONS MAY BE PERMANENTLY LOST UNLESS CUSTOMER:
(i) PURCHASES A SUBSCRIPTION TO THE COMMERCIALLY AVAILABLE VERSION OF THE BETA SOLUTIONS AS MAY BE MADE AVAILABLE BY ARCTIC WOLF; OR (ii) TO THE EXTENT POSSIBLE, EXPORTS SUCH DATA PRIOR TO TERMINATION OF THE BETA SOLUTIONS.

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1.5.4 LIMITED LIABILITY. TO THE FULL EXTENT PERMITTED BY LAW, INCLUDING THE CONSUMER PROTECTION LAWS, ARCTIC WOLF’S ENTIRE LIABILITY IN CONNECTION WITH ANY USE OF THE BETA SOLUTIONS WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, WILL NOT, AS TO ANY INDIVIDUAL CLAIM OR IN THE AGGREGATE, EXCEED $50 USD. IF

CUSTOMER DOES NOT AGREE TO THE ALLOCATION OF RISK IN THIS SECTION, ITS SOLE RECOURSE IS TO IMMEDIATELY DISCONTINUE THE USE OF THE BETA SOLUTIONS.

1.5.5. Despite anything to the contrary in this Agreement, Customer acknowledges that (a) Beta Solutions may not be supported and may be changed at any time, including in a manner that reduces functionality, (b) Beta Solutions may not be available or reliable, and (c) Beta Solutions may not be subject to the same security or audits as the Solutions.

1.6 IR JumpStart Retainer. In the event Customer’s Order Form includes the license of IR JumpStart Retainer, Customer agrees that the IR JumpStart Retainer Agreement located at https://arcticwolf.com/terms/ shall apply. If Customer is a managed service provider plus Authorized Partner (“MSPP”), MSPP, as Customer, understands that the IR JumpStart Retainer Agreement is an agreement between Arctic Wolf and MSPP’s end user and MSPP is reselling IR JumpStart Retainer to its end user. If Customer is a managed service provider (“MSP”) Authorized Partner and has licensed IR Jumpstart Retainer for use with an end user, MSP is Arctic Wolf’s Customer in accordance with the terms of the IR JumpStart Retainer Agreement for Managed Service Providers located at https://arcticwolf.com/terms/.

1.7 Security Operations Warranty. If Customer’s Order Form includes the Arctic Wolf Security Warranty (the “Service Warranty”), upon finalization of the Order Form and for initial enrollment in the Service Warranty, Customer will receive a link with an embedded token from Arctic Wolf’s third-party warranty provider. CUSTOMER MUST ENROLL IN THE SERVICE WARRANTY, RECEIVE AN ENROLLMENT CONFIRMATION EMAIL, AND AGREE TO THE SUBSCRIBER TERMS LOCATED AT https://arcticwolf.com/terms/subscriber-terms/ (the “Subscriber Terms”) TO RECEIVE THE SERVICE WARRANTY BENEFIT. Execution or acceptance of the Order Form or this Agreement DOES NOT constitute enrollment in the Service Warranty. Indemnification amounts will be included on the enrollment and are subject to change in accordance with the Subscriber Terms in the event of any change in product subscriptions during the Subscription Term (or any Committed Term, as defined on the Order Form) and re-enrollment in the Service Warranty following the change may be required as more fully set forth in the Subscriber Terms. If the qualifying Order Form is renewed, Customer’s initial enrollment in the Service Warranty will continue provided the qualifying indemnification level remains the same.

1.8 Cyber Resilience Assessment (“CRA”). Customer’s use and license of CRA are governed by the terms set forth in the Cyber JumpStart Subscription Agreement located at https://arcticwolf.com/terms/cyber-jumpstart-portal-subscription-agreement/.

2. Equipment. If the Order Form specifies that Customer will receive Equipment, then Customer is responsible for installing the Equipment at the location(s) identified by the parties and for the implementation of appropriate data protection practices related to the protection of any information included on such Equipment while the Equipment is located within Customer’s environment. The Equipment may be included as part of the Solutions and included with the subscription to the Solutions for use by Customer during the Subscription Term. If Customer attempts to install or use the Equipment at a location other than the locations determined by Customer and communicated to Arctic Wolf during onboarding or at any time thereafter, the Solutions may fail to function or may function improperly. In the event Customer installs, uses, or relocates the Equipment, Customer understands it must promptly notify Arctic Wolf so that Equipment deployment information can be updated within Customer’s account. Other than normal wear and tear, Customer is directly responsible for the replacement cost of the Equipment associated with any loss, repair, or replacement, including any other ancillary costs, damages, fees, and charges to repair the Equipment. If applicable, Arctic Wolf will ship Equipment to Customer and will pay the freight costs associated with shipping the Equipment to Customer’s designated locations.

Customer is responsible for all additional costs and expenses associated with shipping the Equipment to its designated locations and, unless otherwise agreed, for the return of the Equipment to Arctic Wolf. Such additional costs and expenses may be reflected on an Order Form, from time-to-time following shipment of the Equipment and will be invoiced by Arctic Wolf or the Authorized Partner. Customer understands and agrees if the Equipment is shipped outside of the United States or Canada (or such other locations identified by Arctic Wolf), Customer is responsible for acting as the importer of record.

3. Professional Services. In the event Arctic Wolf and Customer agree on the delivery of Professional Services, any such Professional Services shall be specified on an Order Form and described in a statement of work which shall reference this Agreement.

4. Reservation of Rights and Ownership. Arctic Wolf owns or has the right to license the Solutions and any associated Documentation (“Arctic Wolf Technology”). Customer acknowledges and agrees that: (a) the Arctic Wolf Technology is protected by United States and international copyright, trademark, patent, trade secret and other intellectual property or proprietary rights laws; (b) Arctic Wolf retains all right, title and interest (including, without limitation, all patent, copyright, trade secret and other intellectual property rights) in and to the Arctic Wolf Technology, excluding any rights, title, and interest in any Third Party Products (as defined in Section 10.4 below) which shall be retained by its third party licensor(s), Threat Intelligence Data (as defined in Section 7.3), and any other deliverables, know-how, databases, developed programs, and registered or unregistered intangible property rights related to the foregoing; (c) there are no implied licenses and any rights not expressly granted to Customer hereunder are reserved by Arctic Wolf; (d) the Solutions, excluding any Professional Services, are licensed on a subscription basis, not sold, and Customer acquires no ownership or other interest (other than the license rights expressly stated herein); and (e) Customer has no right to obtain source code related to Software included in any Solutions offered as an on-line, hosted solution.

5. Restrictions, Responsibilities, and Prohibited Use.

5.1 Restrictions. Customer agrees not to, directly or indirectly: (i) modify, translate, copy or create derivative works of the Arctic Wolf Technology except as otherwise expressly permitted under applicable U.S. and international copyright laws (“Copyright Laws”) which may not be excluded by agreement between the parties (to the extent that such actions cannot be prohibited because they are necessary to decompile the Solutions to obtain the information necessary to create an independent program that can be operated with the Solutions or with another program (“Permitted Objective”), they are only permitted provided that the information obtained by Customer during such activities: is not disclosed or communicated without Arctic Wolf's prior written consent to any third party to whom it is not necessary to disclose or communicate it in order to achieve the Permitted Objective; is not used to create any software that is substantially similar in its expression to the Solutions; is kept secure; and is used only for the Permitted Objective); (ii) reverse engineer, decompile, disassemble, or otherwise seek to obtain the intellectual property contained within Solutions, except as otherwise expressly permitted under the Copyright Laws which may not be excluded by agreement between

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the parties; (iii) interfere with or disrupt the integrity or performance of the Solutions or the data and information contained therein or block or disrupt any use or enjoyment of the Solutions by any third party; (iv) attempt to gain unauthorized access to the Arctic Wolf Technology or related systems or networks; (v) remove or obscure any proprietary or other notice contained in the Arctic Wolf Technology, including on any reports or data printed from the Arctic Wolf Technology; (vi) use the Solutions in connection with a service bureau offering or as a service provider whereby Customer operates or uses the Solutions deployed within its environments for the benefit of any unrelated third party (excluding use with Customer’s Affiliates, but including any end user or customer of Customer or Customer Affiliates); (vii) use the Solutions to monitor or scan any environments for which Customer has not received consent; or (viii) include material or information that is obscene, defamatory, libelous, slanderous, that violates any person's right of publicity, privacy or personality, or otherwise results in any tort, injury, damage or harm to any person. Customer agrees to abide by the terms of the Acceptable Use Policy at https://arcticwolf.com/terms/acceptable-user-policy, as may be updated from time-to-time in accordance with Section 13 below. If Arctic Wolf, in its reasonable discretion, determines that Customer’s use of or access to the Solutions imposes an actual or imminent threat to the security or stability of Arctic Wolf’s infrastructure or that Customer is abusing its use of the Solutions in contravention of the terms of this Agreement, Arctic Wolf may, in addition to any other right herein, temporarily suspend Customer’s access to the Solutions, without liability except as otherwise provided by applicable laws including Consumer Protection Laws, until such activity is rectified. If commercially practicable, Arctic Wolf shall provide Customer with notice prior to any such suspension and shall work with Customer in good faith to reinstate the Solutions promptly.

5.2 Arctic Wolf Responsibilities. Arctic Wolf shall provide the Solutions Customer subscribes to as identified on an Order Form in accordance with the terms of this Agreement and as further described in the Solutions Terms. Any Software included within the Solutions shall include any updates, upgrades, bug fixes, version upgrades or any similar changes that are made generally available to Arctic Wolf’s customers free of charge from time to time during the Subscription Term.

5.3. Customer Responsibilities. Customer is responsible for identifying the administrative users for its account which may include Customer’s and its Affiliates’ authorized (email authorization sufficient) third party service providers and agents (“Administrators”). Each Administrator will receive an administrator ID and password and will need to register with Arctic Wolf. Customer is responsible for registering and updating its Administrators, or notifying Arctic Wolf, as applicable, about changes to Administrators, including but not limited to termination, change of authority, and the addition of Administrators. Customer acknowledges and agrees that (i) Administrators will be able to view all Solutions Data (as defined in Section 7.2) and other traffic and activities that occur on Customer’s network and that Customer is responsible for all activities that occur under Administrator accounts, and (ii) Administrators may communicate with Arctic Wolf using chat features within the Solution dashboards and such communications may be monitored and recorded by Arctic Wolf and the third party tool provider for purposes of customer service, quality assurance, and other business purposes set forth in the Privacy Notice located at https://arcticwolf.com/terms/privacy-notice-forcustomers/ as may be updated from time to time by Arctic Wolf in accordance with Section 13 (“Privacy Notice”) and Customer consents to such activity. Administrator IDs are granted to individual, named persons and cannot be shared or used by more than one Administrator but may be reassigned from time-to-time to new Administrators. Notwithstanding anything contrary herein, Customer understands and agrees that transmission of Solutions Data to Arctic Wolf may be impacted by in-country technical issues and requirements. Arctic Wolf will provide reasonable assistance to Customer in such instances but is not liable if the Solutions Data cannot be transmitted outside of such country.

Customer is responsible for implementing appropriate internal procedures and oversight to the extent it utilizes the configuration of workflows and processes, including but not limited to containment actions, and similar functionalities in conjunction with the Services. Arctic Wolf may recommend Customer, depending on the scope of the deployment, implement software and services to enable features of the Solutions or to permit increased visibility into Customer’s environment. Customer is responsible for making such determinations in its discretion and Arctic Wolf has no liability for Customer’s decisions related thereto. Customer acknowledges that any changes Customer makes to its code, infrastructure, or configuration of the Solutions after initial deployment may cause the Solutions to cease working or function improperly or could prevent Arctic Wolf from delivering the Solutions and Arctic Wolf will have no responsibility for the impact of any such Customer changes. Customer understands that depending on the Solution deployed, a Solution may consume additional CPU and memory in Customer’s environment while running in production.

5.4 Anti-corruption. In no event shall Arctic Wolf be obligated to take any action (including the shipping of any product or the provision of any service) or omit to take any action that Arctic Wolf believes in good faith would cause it to be in violation of any U.S. or international laws or regulations, including, without limitation, the U.S. Foreign Corrupt Practices Act (the “FCPA”) or UK Bribery Act 2010. Neither party will (i) attempt to, directly or indirectly, improperly influence the sale or purchase of products by payments or other actions contrary to law or regulation, or (ii) take any action or permit or authorize any action that would violate or cause a party to violate the FCPA, the UK Bribery Act, or other applicable anti-corruption laws or regulations. Neither party will, for the purpose of influencing any act or decision to obtain or retain business or direct business to any person, pay, offer or promise to pay, or authorize the payment of, directly or indirectly, any money or anything of value to or for the use or benefit of any of the following: (a) any government official (including any person holding an executive, legislative, judicial or administrative office, whether elected or appointed, or any representative of any public international organization, or any person acting in any official capacity for or on behalf of any government, state-owned business or public organization); (b) any political party, official thereof, or candidate for political office; or (c) any other person if a party or any respective partner, officer, director, employee, agent, representative or shareholder of such party knows or has reason to suspect or know that any part of such money or thing of value will be offered, given, or promised, directly or indirectly, to any of the above-identified persons or organizations. Each party acknowledges and agrees that none of its officers, directors, employees, agents or representatives is a government official or employee or an official or employee of any department or instrumentality of any government, nor is any of them an officer of a political party or candidate for political office, who will share directly or indirectly any part of the sums that may be paid pursuant to performance of this Agreement; and each party agrees to immediately notify the other party should the foregoing change during the term of this Agreement. Each party represents and warrants that neither this Agreement nor the performance of or exercise of rights under this Agreement is restricted by, in conflict with, requires registration or approval or tax withholding under, or will require any termination or expiration, compensation, or any compulsory licensing under, any applicable law or regulation of any country or other governmental entity, and each party will not make any claim to the contrary (each party is relying on this representation and warranty, among other provisions of this Agreement, in entering this Agreement and would not enter this Agreement in its absence).

5.5 Trade Controls. Customer understands that the Solutions may be subject to the export control, economic sanctions, customs, import, and anti-boycott laws, regulations, and orders promulgated or enforced by Canada, the United States, the United Kingdom, Customer’s

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jurisdictions of incorporation and operations, and any other country or governmental body having jurisdiction over the parties to this Agreement (“Trade Controls”). Customer shall ensure that the Solutions are not re-exported, provided or transferred to any person or entity listed on any restricted or prohibited persons list issued by Canada, the United States, the United Kingdom, Germany, or any governmental authority of any applicable jurisdiction, including but not limited to the Bureau of Industry and Security’s Denied Persons, Entity, or Unverified List or the Office of Foreign Assets Control’s Specially Designated Nationals and Blocked Persons List, Foreign Sanctions Evaders List, or Sectoral Sanctions Identifications List, or the UK Consolidated List of Financial Sanctions Targets (collectively, the “Restricted Persons Lists”). Customer represents and warrants that it and its shareholders, members, partners, or other owners are not listed on, or owned 50% or more, collectively or individually, by anyone on a Restricted Persons List. Customer shall not use the Solutions (a) for a military application, wherever located; or (b) with knowledge or reason to know that the Solutions will be used for nuclear, chemical, or biological weapons proliferation or (c) for any other end use or by any end user otherwise prohibited by applicable Trade Controls. Upon request by Arctic Wolf, Customer will complete and provide an end use certificate in the form requested by Arctic Wolf. Arctic Wolf may suspend and/or cancel the export, delivery, and or servicing of the Solutions, if:
(i) Arctic Wolf has not received requested end-user certifications; (ii) Arctic Wolf has not received any government approvals required to comply with Trade Controls; or (iii) Arctic Wolf believes that such activity may violate any Trade Controls. If the Solutions are resold or transferred in violation of any Trade Controls or the provision of this Agreement, Arctic Wolf shall not be obligated to provide any warranty service or technical support for such Items.

5.6 Public Entity Customers. If Customer is a public entity, Customer acknowledges and agrees this Agreement is the sole set of terms governing the delivery of the Solutions to Customer and for the avoidance of doubt, any terms related to the acceptance of any services or work product shall not apply. The terms of any request for proposal(s), request for information, invitation to qualify, purchasing agreement or cooperative contract, or any other similar agreement Customer is using to purchase the Solutions (as defined above) from an Authorized Partner do not apply to Arctic Wolf. Further, Customer understands, and hereby consents, that Solutions Data may be accessed and processed by Arctic Wolf and its non-US Affiliates and their non-US citizen employees and resources and Arctic Wolf’s authorized third-party service providers in the United States, Europe, Canada, Australia, or other locations around the world. Notwithstanding anything contrary in any other agreement or purchasing contract, Customer understands and agrees that during the Subscription Term, Arctic Wolf will maintain security controls and processes no less restrictive than those set forth in its SOC 2 Type II report and ISO 27001 certification. Customer is responsible for determining if Arctic Wolf’s controls and processes comply with Customer’s data handling and security policies.

Customer represents that in purchasing the Solutions, (i) Customer is not relying on Arctic Wolf for performance of a federal prime contract or subcontract and (ii) Customer is not receiving federal funds to purchase the Solutions. If Customer does intend to rely on Arctic Wolf Solutions to fulfill its obligations under a federal prime contract or subcontract or utilize federal funds to purchase the Solutions, Customer agrees to provide Arctic Wolf advance written notice of that intention, and Arctic Wolf shall have the option to terminate this Agreement.

Arctic Wolf Technology is a “commercial item”, “commercial computer software” and “commercial computer software documentation,” pursuant to DFARS Section 227.7202 and FAR Sections 12.211-12.212, as applicable. All Arctic Wolf Technology is and was developed solely at private expense and the use of Arctic Wolf Technology by the United States Government are governed solely by this Agreement and are prohibited except to the extent expressly permitted by this Agreement.

Customer represents it has the requisite authority to enter into and perform its obligations under this Agreement.

6. Fees, Payment, Taxes, and Audit. Pricing for the Solutions will be specified on an Order Form.

6.1 Fees, Payment, & Taxes. Customer will purchase the Solutions through the Authorized Partner. The Order Form and/or invoice containing terms related to fees, payment, taxes, audit, and any other related terms shall be between Customer and the Authorized Partner.

Customer will pay any owed amounts to the Authorized Partner, as agreed between Customer and Authorized Partner. Customer agrees that Arctic Wolf may suspend or terminate Customer’s use of the Solutions upon ten (10) days’ written notice to Customer if Arctic Wolf does not receive payment of Fees from the Authorized Partner. The amounts paid by Authorized Partner to Arctic Wolf for Customer’s use of the Solutions under this Agreement will be deemed the amount actually paid or payable under this Agreement for purposes of calculating Arctic Wolf’s liability under Section 11. Customer’s renewal pricing will be communicated to Customer by the Authorized Partner in accordance with the terms Customer has with the Authorized Partner or by Arctic Wolf prior to the renewal Subscription Term. If, in limited circumstances, Arctic Wolf invoices Customer directly for any fees, including but not limited to renewal subscription fees, incidental charges, such as international shipping costs, the following terms will apply:

All fees are payable in the currency set forth in the Order Form (or applicable invoice) and are non-cancelable and non-refundable EXCEPT AS

REQUIRED BY CONSUMER PROTECTION LAWS, ARCTIC WOLF IS NOT OBLIGATED TO REFUND ANY FEES OR OTHER PAYMENTS

ALREADY PAID, AND ANY CANCELLATION BY CUSTOMER WILL TAKE PLACE AT THE END OF THE APPLICABLE SUBSCRIPTION TERM, UNLESS ARCTIC WOLF OTHERWISE AGREES IN WRITING. Late payments shall bear interest at a rate equal to the maximum rate permitted by law. If Customer fails to make any payments due under this Agreement or an applicable Order Form, Arctic Wolf shall notify Customer of such nonpayment. If a payment that is due remains unpaid for ten (10) days after Arctic Wolf provides Customer with notice of such nonpayment, Arctic Wolf may cease providing the Solutions without any liability to Arctic Wolf. The amounts payable to Arctic Wolf are exclusive of any sales tax, use tax, excise tax, VAT, GST, HST, or similar taxes (“Indirect Taxes”). Customer is solely responsible for payment of all Indirect Taxes. If Customer is required to pay any Indirect Taxes, Customer shall pay such Indirect Taxes with no reduction or offset in the amounts payable to Arctic Wolf hereunder and Customer will pay and bear such additional amount as shall be necessary such that Arctic Wolf receives the full amount of the payment required as if no such reduction or offset were required. If Arctic Wolf has the legal obligation to pay or collect Indirect Taxes for which Customer is responsible, Customer authorizes Arctic Wolf to charge Customer for such amount. If Customer believes that Arctic Wolf has billed Customer incorrectly, Customer must contact Arctic Wolf no later than thirty (30) days after the closing date on the first billing statement in which the error or problem appeared to receive an adjustment or credit. Inquiries should be directed to Arctic Wolf’s customer support department.

6.2 Audit. During the term of this Agreement and for one year thereafter, Customer shall provide Arctic Wolf, or its designated representative, promptly upon request with appropriate records requested by Arctic Wolf to verify Customer’s compliance with the Agreement,

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including specifically its license numbers as set forth on an Order Form. Arctic Wolf, at its option, may require that an executive officer of Customer certify in writing to Customer’s compliance with this Agreement and disclose the scope of use of the Solutions by Customer. If, because of such audit, Arctic Wolf determines that Customer has exceeded the number of licenses subscribed to by Customer on an Order Form, Arctic Wolf will notify Customer of the number of additional licenses, along with the associated Subscription Fees prorated through the end of the then-current Subscription Term, and Customer will remit payment for such Subscription Fees in accordance with this Section 6.

7. Confidentiality; Data.

7.1 Confidentiality. Either party (as a “Discloser”) may disclose confidential and proprietary information, orally or in writing (“Confidential Information”) to the other party (as a “Recipient”). Confidential Information (a) shall be marked with a restrictive legend of the Discloser or, (b) if orally or visually disclosed to Recipient by Discloser, or disclosed in writing without an appropriate letter, proprietary stamp, or legend, shall be confidential if it would be apparent to a reasonable person that such information is confidential or proprietary. This Section 7 will supersede any non-disclosure agreement by and between the parties (whether entered before, on, or after the Effective Date) and such agreement will have no further force or effect with respect to Confidential Information defined herein. Confidential Information of Arctic Wolf includes the following: any pricing, trade secrets, know-how, inventions (whether or not patentable), techniques, ideas, or processes related to the Arctic Wolf Technology; the design and architecture of the Arctic Wolf Technology; the computer code, internal documentation, and design and functional specifications of the Arctic Wolf Technology; Arctic Wolf’s security and privacy due diligence material such as SOC2 reports, security and privacy questionnaire responses & memos; and any intellectual property and know-how included in the problem reports, analysis, and performance information related to the Arctic Wolf Technology, and Threat Intelligence Data. Confidential Information of Customer may include the following:
(i) If the MA or MA+ Solution is deployed: First name, last name, corporate email address, phone number, job title, address, and organization hierarchy (collectively, “Point of Contact information”); User setup details (User email, work title, and name), Solution metrics related to such Users, including a Users' learning status, training scores, and Phishing results associated with such Users' use of the Solution (collectively “Learner Data”); if the Arctic Wolf Email Report Button is deployed by Customer, information pertaining to phishing email(s) selfreported by a User and includes or may include name of User, email address of User, json web token, full content of email, and version data (collectively, “Phishtel Data”); and Customer created and owned content, if any; and (ii) If MDR and/or MR Solutions are deployed: Points of Contact Information (as defined in Section 7.1(i) above) and Solutions Data (as defined in Section 7.2 below).

Each party agrees to hold the other party’s Confidential Information in strict confidence, not to disclose such Confidential Information to third parties not authorized by the Discloser to receive such Confidential Information, and not to use such Confidential Information for any purpose except as expressly permitted hereunder and as described in the Privacy Notice. Each party agrees to take commercially reasonable steps to protect the other party’s Confidential Information and to ensure that such Confidential Information is not disclosed, distributed, or used in violation of the provisions of this Agreement. The Recipient may disclose Confidential Information only: (a) with the Discloser’s prior written consent; or (b) to those employees, officers, directors, agents, consultants, third party service providers, and advisors with a clear and well-defined “need to know” purpose who are informed of and bound by confidentiality obligations no less restrictive than those set forth in this Section 7.

Notwithstanding the foregoing, the Recipient may disclose Confidential Information to the extent required by law; however, the Recipient will give, to the extent legally permissible and reasonably practical, the Discloser prompt notice to allow the Discloser a reasonable opportunity to obtain a protective order and such Confidential Information disclosed to the extent required by law shall otherwise remain confidential and subject to the protections and obligations of this Agreement. For the avoidance of doubt, Arctic Wolf may share Customer’s name with Customer’s services providers to assist Customer in the resolution of technical issues pertaining to the Solutions. To the extent legally required, Arctic Wolf may report any violations of law pertaining to Customer’s use of the Solutions. The Discloser agrees that the foregoing confidentiality obligations shall not apply with respect to any information that the Recipient can document is: (i) rightfully in its possession or known to it prior to receipt from the Discloser without an obligation of confidentiality; (ii) has become public knowledge through no fault of the Recipient; (iii) rightfully obtained by the Recipient from a third party without breach of any confidentiality obligation; or (iv) independently developed by employees of the Recipient who had no access to Discloser’s Confidential Information. Upon expiration or termination of this Agreement for any reason, and except as otherwise provided in Section 14 below, each party shall promptly destroy all copies of the other party's Confidential Information and copies, notes or other derivative material relating to the Confidential Information. Notwithstanding the foregoing, and subject to the Privacy Notice, Arctic Wolf may retain Contract Account Information which may include Customer name, contact first name and last name, corporate email address, phone number, job title, address, and organization hierarchy following termination of this Agreement for its internal business purposes.

7.2 Solutions Data. “Solutions Data” means, depending on the Solution deployed, the operational system log data and any other information provided by Customer in furtherance of its use of the Solutions and which Customer may elect to submit to Arctic Wolf through the Solutions, including, but not limited to operational values, event logs, and network data such as flow, HTTPS, TLS, DNS metadata, cursory inventory data, operating systems and versions, users and groups from Active Directory, system level inventory, event data, and network vulnerability data, but excluding Threat Intelligence Data (as defined below). As between the parties, Customer shall retain all right, title, and interest (including all intellectual property rights) in and to the Solutions Data (excluding any Arctic Wolf Technology used with the Solutions Data).

Customer hereby grants Arctic Wolf, during the term of the Agreement, a non-exclusive, worldwide, royalty-free right to collect, use, copy, store, transmit, modify, and create derivative works of the Solutions Data to provide the Solutions to Customer. The location of the storage of raw Solutions Data within Arctic Wolf’s third-party service providers’ data centers will be as set forth in the Solutions Terms.

7.3 Threat Intelligence Data. "Threat Intelligence Data" means any malware, spyware, virus, worm, trojan, or other potentially malicious or harmful code or files, URLs, DNS data, public IP addresses, network telemetry, commands, processes or techniques, tradecraft used by threat actors, metadata, or other information or data, in each case that is potentially related to unauthorized third parties associated therewith and that:
(i) Customer provides to Arctic Wolf in connection with this Agreement, or (ii) is collected or discovered during the course of Arctic Wolf providing Solutions, excluding any such information or data that identifies Customer or to the extent that it includes Personal Information (as defined below) of the data subjects of Customer (but including personal information of threat actors or as otherwise provided in the Privacy Notice).

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8. Data Privacy.

8.1 Personal Information. Point of Contact Information, Solutions Data, Learner Data, and Phishtel Data (or any other Confidential Information provided by Customer) may include information that identifies, relates to, describes, is reasonably capable of being associated with or linked to a particular individual, whether directly or indirectly (“Personal Information”). Customer is responsible for the lawfulness of any such Personal Information and Arctic Wolf’s receipt, use, and processing of it under the Agreement. Customer represents and warrants that, where it provides Personal Information to Arctic Wolf or requests Arctic Wolf collect or process such information, it (1) has complied with any applicable laws relating to the collection or provision of such information, (2) possesses any consents, authorizations, rights and authority, and has given all required notices to individual data subjects as are required to transfer or permit Arctic Wolf to collect, receive, or access any Personal Information, and (3) to the extent required by applicable law, has informed the individuals of the possibility of Arctic Wolf processing their Personal Information on Customer’s behalf and in accordance with its instructions.

8.2 European Union and United Kingdom General Data Protection Regulation. If and to the extent Customer submits to Arctic Wolf personal data (as that term is defined under the General Data Protection Regulation and its UK equivalent (“GDPR”)) of individuals located in the European Economic Area or United Kingdom, the Arctic Wolf Data Processing Agreement available at https://arcticwolf.com/terms/dpa/, as may be updated by Arctic Wolf from time-to-time in accordance with its terms (the “DPA”), shall be executed by Customer and upon execution and return to Arctic Wolf in accordance with its terms will be incorporated into this Agreement. It is Customer’s sole responsibility to notify Arctic Wolf of requests from data subjects related to the modification, deletion, restriction and/or objection to processing of personal data. Customer represents and warrants that any processing of personal data in accordance with its instructions is lawful.

8.3 California Consumer Privacy Act. The parties acknowledge and agree that Arctic Wolf is a service provider for the purposes of the California Consumer Privacy Act, as supplemented by the California Privacy Rights Act (collectively, the “CCPA”) and may receive personal information (as defined by the CCPA) from Customer pursuant to this Agreement for the provision of certain purchased or licensed cybersecurity operations solutions and/or services as chosen by Customer and reflected on an Order Form (the “Business Purpose”). The parties agree to always comply with the applicable provisions of the CCPA in respect to the collection, transmission, and processing of all personal information (as defined by the CCPA) exchanged or shared pursuant to the Agreement. Arctic Wolf shall not (i) sell any such personal information; (ii) retain, use or disclose any personal information provided by Customer pursuant to this Agreement except as necessary for the specific purpose of performing and/or delivering the Business Purpose to Customer pursuant to this Agreement or as permitted by the CCPA, as well as any support and other ancillary services (including, without limitation, services to prevent or address service or technical problems) related to the Solutions; (iii) retain, use, or disclose such personal information for a commercial purpose other than performing the Business Purpose unless otherwise explicitly permitted under the Agreement; (iv) retain, use, or disclose such personal information outside of the direct business relationship between Customer and Arctic Wolf for the Business Purpose unless otherwise permitted under the Agreement; or (v) combine any such personal information with personal information that it receives from or on behalf of any other person(s) or collects from its own interaction with the consumer, provided that Arctic Wolf may combine personal information to perform any purpose as defined in and as permitted under the CCPA. Arctic Wolf further agrees that it will: (i) comply with all applicable obligations under the CCPA and Arctic Wolf will provide the same level of privacy protection as is required by the CCPA; (ii) allow Customer to take reasonable and appropriate steps to help to ensure that Arctic Wolf uses personal information in a manner consistent with Customer’s obligations under the CCPA; and (iii) allow Customer, upon notice, to take reasonable and appropriate steps to stop and remediate unauthorized use of personal information. The terms “personal information,” “consumer”, “service provider,” “sale,” “share,” and “sell” are as defined in Section 1798.140 of the CCPA. Arctic Wolf certifies that it understands the restrictions of this Section 8.3 and will comply with them and will notify Customer if Arctic Wolf decides that it can no longer meet its obligations under the CCPA.

It is Customer’s sole responsibility to notify Arctic Wolf of any requests from consumers (as defined in the CCPA) seeking to exercise rights afforded in the CCPA regarding personal information received or processed in connection with the Solutions. Arctic Wolf agrees to provide reasonable cooperation to Customer in connection with such requests.

8.4 Canadian Privacy Laws. If and to the extent Customer submits to Arctic Wolf personal information (as that term is defined under applicable Canadian privacy laws, being all applicable federal, and provincial laws and regulations relating to the processing, protection or privacy of personal information (“Privacy Laws”), of individuals located in Canada, Customer agrees that it is solely responsible for and shall obtain from all such individuals, all required consents and/or provide all required notifications, regarding the collection, use, disclosure, and processing of their personal information by Arctic Wolf/Arctic Wolf’s subcontractors/third party service providers (which may be located outside of Canada), and/or the transfer by Customer of such individual’s personal information to Arctic Wolf/Arctic Wolf’s subcontractors/third party service providers (which may be located outside of Canada). Upon request of Customer, Arctic Wolf will inform Customers of the locations to which the personal information is transferred and processed by Arctic Wolf and/or its subcontractors/third party service providers.

Customer retains control of the personal information and remains solely responsible for its compliance with Privacy Laws and for the processing instructions it gives to Arctic Wolf. The parties agree that this Agreement, together with Customer’s use of the Solution in accordance with this Agreement, constitutes Customer’s instructions to Arctic Wolf in relation to the processing of such personal information. Subject to Section 8.1 of this Agreement, Arctic Wolf will only process the personal information to the extent, and in such a manner, as is necessary for the performance of the Solutions. Arctic Wolf will reasonably assist Customer with meeting the Customer’s compliance obligations under applicable Privacy Laws, considering the nature of Arctic Wolf’s processing and the information available to Arctic Wolf.

Arctic Wolf shall:
• Comply with its obligations as a third-party service provider/mandatory under applicable Privacy Laws, including by implementing appropriate technical, physical and organizational measures to safeguard the personal information; • Periodically conduct audits of its information security controls for facilities and systems used to deliver the Solutions and make relevant audit reports available to Customer for review. The Customer will treat such audit reports as Arctic Wolf’s Confidential Information; • Within seventy-two (72) hours of discovery notify Customer of any unauthorized or unlawful access to or processing of the personal information;
• Limit access to those employees who require the personal information access to meet Arctic Wolf’s obligations under this Agreement and ensure that all employees are informed of the personal information’s confidential nature;

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• Notify Customer if it receives any complaint, notice, or communication that directly or indirectly relates to the personal information processing or to either party’s compliance with Privacy Laws, and provide its full co-operation and assistance in responding to such complaint, notice or communication; and
• Upon Customer’s request, provide the Customer a copy of or access to all or part of the Customer’s personal information in its possession or control in the format reasonably agreed to by the parties.

8.5 Australian Privacy Laws. If and to the extent Customer submits to Arctic Wolf personal information (as that term is defined in the Australian Privacy Act 1988 (Cth)) on your behalf, as agent for you, Arctic Wolf will only handle your personal information for the purpose of performing the Solutions, in accordance with the Privacy Notice or as required by applicable law, and ensuring you have access to your Solutions Data in accordance with this Agreement. Customer will maintain effective control of how Solutions Data is handled by retaining the right to access, changing and retrieving Solutions Data, limiting others' use of Solutions Data and specifying security measures that are used in relation to Solutions Data as set forth in this Agreement, including the Privacy Notice.

8.6 South African Privacy Laws. If and to the extent Customer submits to Arctic Wolf personal information (as that term is defined in the Protection of Personal Information Act, 4 of 2013) of individuals located in South Africa, Customer agrees that it is solely responsible for and shall obtain from all such individuals, all required consents and/or provide all required notifications, regarding the collection, use, disclosure, and processing of their personal information by Arctic Wolf/Arctic Wolf’s subcontractors/third party service providers (which may be located outside of South Africa, and/or the transfer by Customer of such individual’s personal information to Arctic Wolf/Arctic Wolf’s subcontractors/third party service providers (which may be located outside of South Africa). Upon request of Customer, Arctic Wolf will inform Customers of the locations to which the personal information is transferred and processed by Arctic Wolf and/or its subcontractors/third party service providers. Arctic Wolf will only handle personal information for the purpose of performing the Solutions and ensuring Customer has access to its Solutions Data in accordance with this Agreement. Customer will maintain effective control of how Solutions Data is handled by retaining the right to access, changing, and retrieving Solutions Data, limiting others' use of Solutions Data. Arctic Wolf shall take appropriate, reasonable technical and organizational security measures to prevent the loss of, damage to or unauthorized destruction of personal information, and the unlawful access to or processing of personal information.

9. Indemnity.

9.1 Arctic Wolf’s Indemnity. Subject to Section 9.3, Arctic Wolf will defend and indemnify Customer from any unaffiliated third-party claim or action to the extent based on the allegation that the Solutions infringe any intellectual property right (patents, utility models, design rights, copyrights and trademarks or any other intellectual property right) having effect in the United States, Canada, Australia, United Kingdom, Switzerland, South Africa, and the European Union. Arctic Wolf will pay any settlements that Arctic Wolf agrees to in writing signed by an authorized officer of Arctic Wolf or final judgments awarded to the third-party claimant by a court of competent jurisdiction. The foregoing obligations do not apply with respect to the Solutions, or portions or components thereof, that are: (a) not provided by Arctic Wolf; (b) combined with other products, processes or materials that are not reasonably contemplated by the Documentation where the alleged infringement relates to such combination; (c) modified other than with Arctic Wolf’s express consent; (d) used after Arctic Wolf’s notice to Customer of such activity’s alleged or actual infringement; or (e) not used by Customer in strict accordance with this Agreement or the published Documentation. The indemnification obligations set forth in this Section 9.1 are Arctic Wolf’s sole and exclusive obligations, and Customer’s sole and exclusive remedies, with respect to infringement or misappropriation of third-party intellectual property rights of any kind.

9.2 Customer Indemnity. Subject to applicable law and Section 9.3, Customer agrees to defend and indemnify Arctic Wolf from any thirdparty claim or action brought against Arctic Wolf to the extent based on Customer’s alleged breach of Sections 5 or 8. Customer agrees to pay any settlements that Customer agrees to in a writing signed by an authorized officer of Customer, or final judgments awarded to the third-party claimant by a court of competent jurisdiction.

9.3 Procedures. Each party’s indemnification obligations are conditioned on the indemnified party: (a) providing the indemnifying party with prompt written notice of any claim, provided that the failure to provide such notice shall only limit the indemnifying party’s obligation to indemnify to the extent that the failure prejudices the indemnifying party in its defense of the claim; (b) granting the indemnifying party the sole control of the defense or settlement of the claim; and (c) providing reasonable information and assistance to the indemnifying party in the defense or settlement of the claim at the indemnifying party’s expense. Notwithstanding the foregoing, the indemnifying party (i) may not make an admission of fault on behalf of the other party without written consent, (ii) any settlement requiring the party seeking indemnification to admit liability requires prior written consent, not to be unreasonably withheld or delayed, and (iii) the other party may join in the defense with its own counsel at its own expense.

9.4 Options. If Customer’s use of the Solutions has become, or in Arctic Wolf’s opinion is likely to become, the subject of any claim of infringement, Arctic Wolf may at its option and expense: (a) procure for Customer the right to continue using and receiving the Solutions as set forth hereunder; (b) replace or modify the Solutions to make them non-infringing; (c) substitute an equivalent for the Solutions; or (d) if Arctic Wolf, in its sole discretion, determines that options (a)-(c) are not reasonably practicable, terminate this Agreement and refund any pre-paid unused Fees as of the effective date of termination.

10. Warranty and Warranty Disclaimer.

10.1 Solutions Warranty. ARCTIC WOLF WARRANTS THAT DURING THE SUBSCRIPTION TERM AND PROVIDED THAT CUSTOMER

IS NOT IN BREACH OF THIS AGREEMENT OR AS OTHERWISE PROHIBITED BY CONSUMER PROTECTION LAWS INCLUDING ANY CUSTOMER RIGHTS UNDER SUCH CONSUMER PROTECTION LAWS THAT: (I) THE SOLUTIONS PROVIDED UNDER THIS AGREEMENT DO NOT INFRINGE OR MISAPPROPRIATE ANY INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY; (II) THE SOLUTIONS SHALL SUBSTANTIALLY PERFORM AS DESCRIBED IN THE DOCUMENTATION; AND (III) IT WILL COMPLY WITH ALL INTERNATIONAL,

PROVINCIAL, FEDERAL, STATE AND LOCAL STATUTES, LAWS, ORDERS, RULES, REGULATIONS AND REQUIREMENTS, INCLUDING

THOSE OF ANY GOVERNMENTAL (INCLUDING ANY REGULATORY OR QUASI-REGULATORY) AGENCY APPLICABLE TO ARCTIC WOLF AS IT PERTAINS TO ITS OBLIGATIONS AND THE DATA REQUIRED FOR THE PERFORMANCE OF THE SOLUTIONS DESCRIBED HEREIN.

IN THE EVENT OF ANY BREACH OF THIS SECTION 10.1, ARCTIC WOLF SHALL, AS ITS SOLE LIABILITY AND CUSTOMER’S SOLE REMEDY (OTHER THAN ARCTIC WOLF’S INDEMNIFICATION OBLIGATIONS IN SECTION 9.1 ABOVE, OR OTHERWISE PROHIBITED BY