Agenda packet — Murrieta City Council, May 7, 2024 (part 2 of 7)

CITY OF MURRIETA

GENERAL OPERATING ACCOUNT
1 TOWN SQ
MURRIETA CA 92562-7922
Account Number - DDA

FUND SUMMARY
Dividends Earned YTD 1,367,458.45
Federal Withholding YTD .00
7-Day Simple Yield 5.24209 %
Federal Withholding .00
Beginning Balance 109,188,825.57
Shares Purchased 9,663,087.56 +
Shares Redeemed 7,223,471.37 -
Ending Balance 111,628,441.76
Prior Month Dividends Paid to Checking 453,296.41
Dividends Earned in Current Month 487,911.46
Funds Pending Investment 1,634,553.42
529

STAGECOACH SWEEP
Date Investment Balance Annualized Fund Yield Daily Dividend Factor Daily Accrual 03-08 106,501,062.41 5.226 % .000143190 15,249.89
03-09* 106,501,062.41 5.226 % .000143190 15,249.89
03-10* 106,501,062.41 5.226 % .000143190 15,249.89
03-11 111,317,007.15 5.228 % .000143237 15,944.71
03-12 111,619,969.31 5.232 % .000143344 16,000.05
03-13 111,539,804.94 5.254 % .000143946 16,055.71
03-14 111,479,548.62 5.228 % .000143250 15,969.45
03-15 110,489,103.38 5.231 % .000143325 15,835.85
03-16* 110,489,103.38 5.231 % .000143325 15,835.85
03-17* 110,489,103.38 5.231 % .000143325 15,835.85
03-18 110,511,345.63 5.239 % .000143551 15,864.01
03-19 110,321,594.38 5.241 % .000143616 15,843.95
03-20 108,618,002.99 5.235 % .000143437 15,579.84
03-21 108,435,830.59 5.237 % .000143481 15,558.48
03-22 108,407,647.62 5.239 % .000143546 15,561.48
03-23* 108,238,218.58 5.239 % .000143546 15,537.16
03-24* 108,238,218.58 5.239 % .000143546 15,537.16
03-25 108,238,218.58 5.240 % .000143582 15,541.06
03-26 111,767,403.73 5.243 % .000143669 16,057.51
03-27 111,831,538.30 5.248 % .000143806 16,082.05
03-28 111,628,441.76 5.249 % .000143832 16,055.74
03-29* 111,628,441.76 5.249 % .000143832 16,055.74
03-30* 111,628,441.76 5.249 % .000143832 16,055.74
03-31* 111,628,441.76 5.249 % .000143832 16,055.74
TOTAL MTD 487,911.44
* Indicates non-business day
THANK YOU FOR BANKING WITH WELLS FARGO.

MONEY MARKET MUTUAL FUNDS (EACH, A "MMMF") ARE NOT FDIC INSURED, HAVE NO BANK GUARANTY AND MAY LOSE VALUE.

An Investment in a MMMF is not insured by the Federal Deposit Insurance Corporation or any other government agency. Although the MMMF's seek to preserve the value of customer's investment at $1.00 per share, it is possible to lose money by investing in a MMMF.

Allspring Funds Management, LLC, a wholly owned subsidiary of Allspring Global Investments Holdings, LLC ("Allspring Global"), provides investment advisory and administrative services for the Allspring Funds?. Other subsidiaries of Allspring Global provide sub-advisory and other services for the funds. The funds are distributed by Allspring Funds Distributor, LLC, Member FINRA/SIPC, a subsidiary of Allspring Global.

This material must be accompanied or preceded by a current prospectus for name of the Fund(s) selected. Please read the prospectus carefully before investing.
03/01/2024 - 03/31/2024

Page 2 of 2 ends

Account Number - DDA
530

CITY OF MURRIETA
City Council Meeting Agenda
Report
5/7/2024
Agenda Item No. 5.

TO: HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL
FROM: Javier Carcamo, Finance Director
PREPARED BY: Geovanny Calvopina, Financial Analyst
SUBJECT:

Treasurer’s Report - Quarter 3 of Fiscal Year 2023/24

RECOMMENDATION
Receive the Fiscal Year 2023/24 Treasurer’s Reports for Quarter 3 (January - March 2023).

PRIOR ACTION/VOTE
On November 7, 2023, the City Council received the Treasurer’s Report for Quarter 1 of Fiscal Year 2023/24 (Vote: 5-0).

On February 6, 2024, the City Council received the Treasurer’s Report for Quarter 2 of Fiscal Year 2023/24 (Vote: 5-0).

CITY COUNCIL GOAL
Maintain a high performing organization that values fiscal sustainability, transparency, accountability and organizational efficiency.

BACKGROUND
Pursuant to Government Code Section 53646(b) and the City of Murrieta (City) Investment Policy, the Finance Department renders a quarterly investment report to the City Council concerning the investment portfolio’s earnings and performance results. The City contracts with Chandler Asset Management to manage the City’s investment portfolio and to advise on all investment-related matters. The purpose of this report is to present the investment earnings for the period January 1, 2024, through March 31, 2024 (Quarter 3).

Total Portfolio Composition
The portfolio comprises available cash balances from over 100 separate funds. The balances are tracked in the City’s financial records individually but combined for the purpose of investing cash to maximize investment returns. The City’s investment manager invests funds not needed in the near future into securities with maturities of less than five years. The City also utilizes the Local Agency Investment Fund (LAIF), an CITY OF MURRIETA Page 1 of 5 Printed on 5/2/2024
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Agenda Item No. 5.
maturities of less than five years. The City also utilizes the Local Agency Investment Fund (LAIF), an investment pool operated by the State of California and used by most cities in California to manage the City’s short-term cash flow requirements. Wells Fargo’s “Cash Sweep Program” is the City’s third investment tool, and it allows the City to earn a return on uninvested cash balances in our General Checking Account by automatically "sweeping" cash balances into a sweep investment vehicle until such balances are otherwise needed to satisfy obligations arising in the account. The Cash Sweep Program exclusively targets high-quality, short-term, U.S. dollar-denominated money market instruments that consist of U.S. Government obligations and repurchase agreements collateralized by U.S. Government obligations. This complies with our Investment Policy and California Government Code Section 53607.

Investment Portfolio Performance
As of March 31, 2024, the City’s total market value (including accrued interest) of operating funds and liquidity investments totaled $144,479,158. The book value, or what the City actually paid for the investments, totaled $144,834,050.22. The fair market value of the City’s portfolio, less accrued interest, totaled $143,676,613.26.

The value of fixed-income securities may fluctuate with changes in interest rates. As interest rates go up, the market value of the securities may go down, and the reverse is true; when interest rates go down, the market value of the securities may go up. The difference between the book and fair market value is considered an unrealized gain or loss. The unrealized loss for this reporting period is ($1,157,436.95). It is important to note that a loss or gain is realized when an investment is redeemed or sold before its maturity date. City’s investments are retained until the maturity date. Nonetheless, the City may elect to sell an investment before its maturity and record a capital gain or loss to manage the portfolio's quality, liquidity or yield in response to market conditions or City’s risk preferences. The portfolio’s total market value (including accrued interest) increased by $823,131.16 due to higher investment income generated from the higher reinvestment rate for bonds purchased in the portfolio, offset by the increase in the market yields in the first quarter.

As of March 31, 2024, the yield to maturity on the portfolio increased to 3.46% from 3.13% on December 31, 2023, due to the proceeds from maturing securities being reinvested at higher interest rates. During the quarter, US Treasury yields rose across the curve in February on higher inflation and a more hawkish Federal Reserve. The 2-year US Treasury Note yield increased from 4.25% to 4.62%, while the 5-year Treasury increased from 3.85% to 4.21% over the reporting period. Recent economic data has shown above trend growth fueled by a rise in consumer spending and a continuing healthy US job market. Inflationary trends had moderated, but core levels remain above the Federal Reserve’s (Fed) target. Given the cumulative effects of restrictive monetary policy and tighter financial conditions, market participants believe the economy will gradually soften, and the Fed will loosen monetary policy in 2024. Since the Fed began its “quantitative tightening” activity by reducing the US Treasury and Agency Mortgage-Backed Securities on its balance sheet in June 2022, the Fed’s balance sheet reduction program has reduced securities held outright by $1.5 trillion.

The Fed Funds target rate ended the fiscal quarter unchanged in the range of 5.25-5.50%. The March Summary of Economic Projections (SEP) showed stronger real GDP growth outlook and higher core inflation projections for 2024 on resilient labor market and consumer data. The median projection for Federal Funds rate by calendar year-end remained the same at 4.625%, implying three 0.25% cuts. The portfolio’s market value benefited from the sector diversification and remains stable due to the high-quality assets contained within the portfolio.

Portfolio Duration
The investment portfolio had an average duration of 1.67 years as of March 31, 2024. The portfolio duration remains within an acceptable range. The City continues to implement a disciplined, conservative approach to its portfolio in this time of financial market volatility.

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Agenda Item No. 5.

Asset Allocation
The investment portfolio is allocated in compliance with California Government Code 53601. The sector allocation of the portfolio on March 31, 2024, was 19.80% in US Government Agency bonds, 23.50% in highgrade Corporate Bonds, 39.60% in U.S. Treasury bonds, 4.9% in Asset-Backed Securities (ABS), 1.40% in Supranational, 5.60% in Collateralized Mortgage Obligation, 2.80% in Commercial Paper, 1.40% in Negotiable CD, 1% Money Market Fund and Cash .10%. A Supranational is a financial institution owned by member countries to promote international development. A Collateralized Mortgage Obligation is a mortgage-backed security that contains a pool of mortgages bundled together and sold as an investment.

The following pie chart summarizes the asset allocation by sector.

Maturity Distribution
As of March 31, 2024, approximately 31.63% of the portfolio matured in less than one year, 26.35% matured from 1-2 years, 29.12% from 2-3 years, 11.52% from 3-4 years, and 1.38% from 4-5 years. The City’s portfolio maintains liquid funds through bank deposits, money market funds, and local government investment pools to satisfy its near-term liquidity needs.

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Agenda Item No. 5.
(The chart above may not sum to 100% due to rounding.)
LAIF Balance
Funds deposited with LAIF act as the City’s savings account, which allows for the regular investment of shortterm cash balances. LAIF complements our investment program by maximizing the earnings on liquid balances not needed for immediate disbursement. It also allows the City’s investment manager to focus on maximizing the return on its longer-term investments.

The balance in LAIF, as of March 31, 2024, was $1,890,491.58. The annual yield on the LAIF portfolio was

4.232%, representing an increase of 1.40% from the 2.831% earned at the end of March 2023.

Wells Fargo Cash Sweep Program
The Cash Sweep Program may include fixed, floating, or variable interest rates. The security selections for the Cash Sweep Program are based on several factors, including credit quality, yield, and maturity, while considering the fund’s overall level of liquidity and weighted average maturity. The securities purchased have been determined to present minimal credit risk. For the quarter ending March 31, 2024, the total earnings from the Cash Sweep Program were $1,367,458.45 and had an Average Daily Yield of 5.251%.

The graph below compares the investment yields for the Investment Portfolio, LAIF, and the Cash Sweep Program for the period ending March 31, 2023, to March 31, 2024.

This report presents only the results of the operating portfolio managed by Chandler Asset Management, LAIF, and the Cash Sweep Program. The City’s and developer bond portfolios are available for review in the Finance Department or may be sent to the City Council upon request.

In compliance with the California Government Code Section 53646, the Treasurer of the City of Murrieta hereby certifies that sufficient investment liquidity and anticipated revenues are available to meet the City’s budgeted expenditure requirements for the subsequent six months, April through October 2024. All investments in the City’s portfolio comply with state law and the City’s adopted Investment Policy.

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Agenda Item No. 5.

FISCAL IMPACT
There is no fiscal impact associated with the recommended action.

ENVIRONMENTAL IMPACT
None.

ATTACHMENTS

1. City of Murrieta Investment Report March 31, 2024

2. LAIF Regular Monthly Statement March 31, 2024

3. Wells Fargo Sweep Account Statements for January, February, and March 2024

4. Portfolio Composition Chart as of March 31, 2024
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CHANDLER ASSET MANAGEMENT, INC. | 800.317.4747 | www.chandlerasset.com

INVESTMENT REPORT
Period Ending March 31, 2024
City of Murrieta
536
SECTION 1 Economic Update
SECTION 2 Account Profile
SECTION 3 Consolidated Information
SECTION 4 Portfolio Holdings
SECTION 5 Transactions
Table of Contents As of March 31, 2024
1 537
SECTION | Section 1 | Economic Update
2 538
Economic Update
▪
▪
▪
Recent economic data has shown above trend growth fueled by a rise in consumer spending and a continuing healthy US job market.

Inflationary trends are subsiding, but core levels remain above the Fed’s target. Given the cumulative effects of restrictive monetary policy and tighter financial conditions, we believe the economy will gradually soften and the Fed will loosen monetary policy in 2024.

As expected at the March meeting, the Federal Open Market Committee voted unanimously to leave the Federal Funds rate unchanged at a target range of 5.25 - 5.50%. The March Summary of Economic Projections (SEP) showed stronger real GDP growth outlook and higher core inflation projections for 2024 on resilient labor market and consumer data. The median projection for Federal Funds rate by year-end remained the same at 4.625%, implying three 0.25% cuts. We continue to believe the FOMC will loosen monetary policy in mid-2024 as inflation and economic growth continue to moderate.

The US Treasury yield curve stabilized in March as the FOMC left the Federal Funds rate unchanged. The 2-year Treasury yield was unchanged at 4.62%, the 5-year Treasury fell 4 basis points to 4.21%, and the 10-year Treasury yield dropped 5 basis points to 4.20%. The inversion between the 2-year Treasury yield and 10-year Treasury yield widened to -42 basis points at March month-end versus -37 basis points at February month-end. The spread between the 2-year Treasury and 10-year Treasury yield one year ago was -56 basis points. The inversion between 3-month and 10-year Treasuries widened to -117 basis points in March from -113 basis points in February. 3 539
Employment
-400
-200
0 200
400
600
800
1,000 MOM Change In Thousands (000's)
Nonfarm Payroll (000's)
Non-farm Payroll (000's)
3-month average (000's)

0.0%

5.0%

10.0%

15.0%

20.0%

25.0%
Unemployment Rate
Underemployment Rate (U6)
Unemployment Rate (U3)
Rate (%)
The U.S. economy added a better-than-expected 303,000 jobs in March, and the prior two months were revised upby 22,000. Leading sectors included healthcare and government. Job creation remains healthy, with the three-month moving average payrolls at 276,000 and the six-month moving average at 244,000. The unemployment rate edged down to 3.8% in March. The labor participation rate ticked up to

62.7% but remained below the pre-pandemic level of 63.3%. The U-6 underemployment rate, which includes those who are marginally attached to the labor force and employed part time for economic reasons was unchanged at 7.3%. Average hourly earnings rose 4.1% yearover-year in March, down from 4.3% last month. Employment remains strong by historical standards.

Source: US Department of Labor Source: US Department of Labor 4 540
Job Openings & Labor Turnover Survey
0 2,000
4,000
6,000
8,000
10,000
12,000
14,000
Job Openings
Recession
Historical Average In Thousands (000's)
The Labor Department’s Job Openings and Labor Turnover Survey (JOLTS) edged up to 8.756 million in February compared to a downwardly revised 8.748 million in January. Job openings still represent a healthy ratio of around 1.4 jobs for each unemployed individual. While the current level of job openings remains elevated from a historical perspective, the trend is decelerating.

Source: US Department of Labor
5 541
Inflation

0.0%

1.0%

2.0%

3.0%

4.0%

5.0%

6.0%

7.0%

8.0%

9.0%

10.0%
Consumer Price Index (CPI)
CPI YOY % Change
Core CPI YOY % Change
YOY (%) Change

0.0%

1.0%

2.0%

3.0%

4.0%

5.0%

6.0%

7.0%

8.0%

9.0%

10.0%
Personal Consumption Expenditures (PCE)
PCE Price Deflator YOY % Change
PCE Core Deflator YOY % Change
Fed Target
YOY (%) Change
The Consumer Price Index (CPI) came in higher than expected in February, increasing 0.4% month-over-month and 3.2% year-over-year.

The Core CPI, which excludes volatile food and energy components, was up 0.4% month-over-month and 3.8% year-over-year in February, falling from 3.9% last month. Shelter costs remain elevated, accounting for about two-thirds of the year-over-year increase. The Personal Consumption Expenditures (PCE) Index headline inflation increased 0.3% month-over-month and rose 2.5% year-over-year in February, in line with expectations. Core PCE, the Federal Reserve’s preferred inflation gauge, increased 0.3% month-over-month and rose 2.8% yearover-year. While the trend is moderating, the path to the Fed's 2% inflation target remains uneven.

Source: US Department of Labor Source: US Department of Commerce 6 542
Consumer
-30.0%
-20.0%
-10.0%

0.0%

10.0%

20.0%

30.0%

40.0%

50.0%

60.0%
Retail Sales YOY % Change
YOY (%) Change
February Retail Sales fell short of expectations but rebounded 0.6% month-over-month from a downwardly revised 1.1% decline last month. On a year-over-year basis, Retail Sales growth increased just 1.5% for February. Sales got a boost in the month from building materials and garden equipment stores, motor vehicles, and higher prices at the pump. Control-group sales, which are used to calculate gross domestic product, were unchanged in February after falling in the prior month, suggesting weaker economic activity in the first quarter. The Conference Board’s Consumer Confidence Index edged down to 104.7 in March after a sizeable downward revision to 104.8 in February. The lower reading was largely due to a deteriorating view of the labor market and future business conditions, along with concerns about the highly polarized political environment. While the consumer has been resilient, dwindling excess savings, rising credit card balances, and the resumption of student loan payments pose potential headwinds to future economic growth. 0 20
40 60
80 100
120
140
160
Index Level
Consumer Confidence
Recession
Source: US Department of Commerce Source: The Conference Board All time high is 144.70 (1/31/00); All time low is 25.30 (2/28/09) 7 543
Leading Indicators of Economic Activity
-25.0%
-20.0%
-15.0%
-10.0%
-5.0%

0.0%

5.0%

10.0%

15.0%
Leading Economic Indicators (LEI)
Recession
YOY (%) Change
-1.00
-0.75
-0.50
-0.25

0.00 0.25

0.50 0.75

1.00 Chicago Fed National Activity Index (CFNAI)
Recession
3 Month Average
The Conference Board’s Leading Economic Index (LEI) rose to 0.1% month-over-month in February ending its 2-year uninterrupted contraction since February 2022. The index declined 6.3% year-over-year. The Conference Board is no longer calling for recession but expects GDP growth to slow to near zero this year. The Chicago Fed National Activity Index (CFNAI) increased +0.05 in February from a downwardly revised -0.54 in January. On a 3-month moving average basis, the CFNAI decreased to -0.18 in February from -0.11 in January, indicating moderating economic growth.

Source: The Conference Board Source: Federal Reserve Bank of Chicago 8 544
Housing
0 200
400
600
800
1,000
1,200
1,400
1,600
1,800
2,000
2,200
2,400
In Thousands of Units
Annualized Housing Starts
Multi Family Housing Starts
Single Family Housing Starts
Housing Starts increased 10.7% month-over-month in February to 1.521 million units, due to milder weather than seen in January and some rising confidence among homebuilders as mortgage rates fell below 7%. Starts for multi-family homes increased 8.6%, while single family homes increased 11.6% for the month. Total starts of new single-family homes are up 35.2% year-over-year. According to Freddie Mac, 30-year fixed mortgage rates averaged 6.79% as of March 31st. According to the Case-Shiller 20-City Home Price Index, housing prices rose 6.59% year-over-year in January, accelerating from a 6.15% year-over-year gain in December. Tight inventories and higher mortgage rates continue to impact affordability.

Source: US Department of Commerce Source: S&P
-20.0%
-16.0%
-12.0%
-8.0%
-4.0%

0.0%

4.0%

8.0%

12.0%

16.0%

20.0%

24.0%
S&P/Case-Shiller 20 City Composite Home Price Index
Recession
YOY (%) Change
9 545
Survey Based Measures
40 45
50 55
60 65
70 Institute of Supply Management (ISM) Surveys
ISM Manufacturing ISM Services

EXPANDING

CONTRACTING
The Institute for Supply Management (ISM) Manufacturing index unexpectedly expanded to 50.3 in March from 47.8 in February, marking the first month of expansion in factory activity above a reading of 50 since 2022. Production and new orders surged, while employment improved and prices paid increased. The ISM Services Index fell to 51.4 in March from 52.6 in February but remained in expansion territory for the 15th consecutive month. The survey reflected slower growth in new orders, a contraction in employment, faster supplier deliveries, and declining price pressures.

Source: Institute for Supply Management
10 546
Gross Domestic Product (GDP)
Components of GDP 3/23 6/23 9/23 12/23

2.5% 0.6% 2.1% 2.2%
-1.7% 0.9% 1.7% 0.2%

0.6% 0.0% 0.0% 0.3%

0.3% 0.1% 0.5% 0.2%

0.5% 0.5% 0.5% 0.6%

2.3% 2.1% 4.9% 3.4%
Personal Consumption Expenditures
Gross Private Domestic Investment
Net Exports and Imports
Federal Government Expenditures
Total
State and Local (Consumption and Gross
Investment) -40.0%
-30.0%
-20.0%
-10.0%

0.0%

10.0%

20.0%

30.0%

40.0%
Gross Domestic Product (GDP)
GDP QOQ % Change
GDP YOY % Change
Source: US Department of Commerce Source: US Department of Commerce According to the third estimate, fourth quarter GDP increased at an annualized rate of 3.4%, revised up from the second estimate of 3.2%.

The upward revision was due mainly to stronger personal consumption expenditures and nonresidential investment. GDP growth for the full year 2023 is estimated at 2.5%. The consensus projection calls for 2.0% growth in the first quarter and 2.2% growth for the full year 2024.
11 547
Federal Reserve
Source: Federal Reserve Source: Bloomberg
0 1,000,000
2,000,000
3,000,000
4,000,000
5,000,000
6,000,000
7,000,000
8,000,000
9,000,000
10,000,000
Federal Reserve Balance Sheet Assets
Recession
In $ millions
As expected at the March meeting, the Federal Open Market Committee voted unanimously to leave the federal funds rate unchanged at a target range of 5.25-5.50%. The FOMC Statement and Summary of Economic Projections (SEP) was minimally changed from January. The Fed assesses the progress to achieving its employment and inflation goals are moving into better balance, yet changes to monetary policy remain data dependent. For 2024, the March SEP showed stronger real GDP growth outlook of 2.1% from 1.4% in December as labor market and consumer data have been resilient. Core inflation projections nudged up from 2.4% to 2.6%. The median projection for the Federal Funds rate by the end of the year remained the same at 4.625%, implying three 0.25% cuts in 2024, three cuts in 2025 and three cuts in 2026. We believe the FOMC will loosen monetary policy in mid-2024 as inflation and economic growth continue to moderate. Since the Fed began its Quantitative Tightening campaign in June 2022, securities holdings have declined by over $1.5T to approximately $7.5T.

0.00%

1.00%

2.00%

3.00%

4.00%

5.00%

6.00%
Effective Federal Funds Rate
Recession
Yield (%)
12 548
Bond Yields
Source: Bloomberg Source: Bloomberg

0.0%

1.0%

2.0%

3.0%

4.0%

5.0%

6.0%
US Treasury Note Yields
2-Year
5-Year
10-Year
Yield (%)

0.0%

1.0%

2.0%

3.0%

4.0%

5.0%

6.0%
US Treasury Yield Curve
Mar-24
Dec-23
Mar-23
Yield (%)
At the end of March, the 2-year Treasury yield was 59 basis point higher, and the 10-Year Treasury yield was 73 basis points higher, yearover-year. The inversion between the 2-year Treasury yield and 10-year Treasury yield widened to -42 basis points at March month-end versus -37 basis points at February month-end. The average historical spread (since 2003) is about +130 basis points. The inversion between 3-month and 10-year Treasuries widened to -117 basis points in March from -113 basis points in February. 13 549
Section 2| SECTION | Section 2 | Account Profile
14 550
Objectives
Chandler Asset Management Performance Objective
The performance objective for the portfolio is to achieve a rate of return over a market cycle that equals or exceeds the return on a market index of similar duration and sector allocation.

Investment Objectives
The City of Murrieta's investment objectives, in order of priority, are to provide safety to ensure the preservation of capital in the overall portfolio, provide sufficient liquidity for cash needs and a market rate of return consistent with the investment program.

Strategy
In order to achieve these objectives, the portfolio invests in high quality fixed income securities consistent with the investment policy and California Government Code.

As of March 31, 2024
15 551
Compliance As of March 31, 2024
Category Standard Comment
U.S. Treasuries No limit; 5 years max maturity Complies Federal Agencies 30% max per Agency/GSE issuer; 20% max agency callable securities; 5 years max maturity Complies Municipal Securities (CA, Other States) "A" rating category or better by a NRSRO; 30% max; 5% max per issuer; 5 years max maturity Complies Supranational Obligations
"AA" rating category or higher by a NRSRO; 30% max; 10% max per issuer; 5 years max maturity; USD denominated senior unsecured unsubordinated obligations; Issued or unconditionally guaranteed by IBRD, IFC, or IADB Complies Corporate Medium Term Notes
"A" rating category or higher by a NRSRO; 30% max; 5% max per issuer in Medium Term Notes and Commercial Paper; 5 years max maturity; Issued by corporations organized and operating within the U.S. or by depository institutions licensed by the U.S. or any state and operating within the U.S.

Complies
Asset-Backed Securities, MortgageBacked Securities, Collateralized Mortgage Obligations, Pass-Through
Securities
"AA" rating category or higher by a NRSRO; 20% max (total aggregate in mortgage-backed and asset-backed securities); 5% max per issuer that is not a U.S. government agency; Mortgage-Backed Securities, Collateralized Mortgage Obligations and Asset-Backed Securities limited to mortgage-backed pass-through securities issued by a U.S. government agency or consumer receivable pass-through certificates or bonds; 5 years max maturity Complies
Negotiable Certificates of Deposit
(NCD)
The amount of NCD insured up to the FDIC limit does not require any credit ratings; Any amount above FDIC insured limit must be issued by institutions with "A-1" short-term debt rating or better by a NRSRO; or "A" long-term rating category or better by a NRSRO; 30% max (combined with CDARS); 5% max per issuer; 5 years max maturity Complies
Certificate of Deposit Placement
Service (CDARS) 30% max (combination of Certificates of Deposit, including CDARS); 5 years max maturity Complies Time Deposits (Non-negotiable CD/TD) 20% max combined FDIC & Collateralized CD/TD; 5 years max maturity Complies Collateralized Bank Deposits Deposits with financial institutions will be collateralized with pledged securities per California Government Code Complies Banker’s Acceptances
"A-1" rated or higher by a NRSRO; "A" rating category or higher by a NRSRO, if issuers have senior debt outstanding; 30% max; 5% max in bankers acceptance of any one commercial bank; 180 days max maturity; Issued by FDIC insured commercial banks.

Complies
Commercial Paper
25% max; 40% max if the Agency’s investment assets under management are greater than $100 million, under a provision sunsetting on January 1, 2026; 5% max per issuer in Commercial Paper and Medium Term Notes; 270 days maturity; Prime Commercial Paper with the highest rating by a NRSRO; The entity that issues the commercial paper shall meet all of the conditions in either 1) or 2): 1) (a) be organized and operating in the U.S. as a general corporation, (b) have total assets in excess of $500 million, and (c) have debt other than commercial paper, if any, that has "A" rating category or higher by a NRSRO; 2) (a) be organized within the U.S. as a special purpose corporation, trust, or limited liability company; (b) have program-wide credit enhancements including, but not limited to, overcollateralization, letters of credit, or surety bond; and (c) have commercial paper that has "A-1" rating category or higher by a NRSRO.

Complies
Murrieta Consolidated
Assets managed by Chandler Asset Management are in full compliance with state law and the Client's investment policy. 16 552
Compliance As of March 31, 2024
Category Standard Comment
Money Market Funds
"AAA" rating category by two NRSROs; 20% max (aggregate investment in combination of Money Market Funds and Mutual Funds); Investment in any individual fund may not exceed 10% of the fund; Registered under the Investment Company Act of 1940; "no load"; constant net asset value per share $1; invest only in securities authorized by California statute.

Complies
Mutual Funds
"AAA" rating category by two NRSROs; 20% max (aggregate investment in combination of Mutual Funds and Money Market Funds); Investment in any individual Mutual Fund shall not exceed 10% of the portfolio; Investment in any individual fund may not exceed 10% of the fund; Registered under the Investment Company Act of 1940; "no load"; invest only in securities authorized by California statute.

Complies
Local Agency Investment Fund (LAIF) Maximum amount permitted by LAIF, pursuant to California Government Code; Not used by investment adviser Complies Repurchase Agreements 20% max; 1 year max maturity; 102% collateralized; Not used by investment adviser Complies Max Per Issuer 5% max per issuer for all non-federal government securities, with the exception of Money Market Funds, Mutual Funds, Supranationals, LAIF, or unless otherwise specified in the investment policy Complies
Maximum Maturity 5 years max maturity, unless the City Council has by resolution granted authority to make such an investment at least 3 months prior to the date of the investment
Complies
Murrieta Consolidated
Assets managed by Chandler Asset Management are in full compliance with state law and the Client's investment policy. 17 553
Portfolio Characteristics
City of Murrieta
03/31/24 12/31/23
Benchmark* Portfolio Portfolio
Average Maturity (yrs) 1.85 2.01 2.01
Average Modified Duration 1.76 1.80 1.78
Average Purchase Yield n/a 3.28% 2.92%
Average Market Yield 4.72% 4.92% 4.62%
Average Quality** AA+ AA AA/Aa1
Total Market Value 133,134,162 132,457,325
*ICE BofA 1-3 Yr US Treasury Index
**Benchmark is a blended rating of S&P, Moody’s, and Fitch. Portfolio is S&P and Moody’s respectively.

As of March 31, 2024
18 554
City of Murrieta
Sector Distribution
Agency

21.4%
Asset Backed
Security

5.3%
Corporate

25.4%
Money Market
Fund

1.0%
Supranational

1.5%
US Treasury

39.1%
Agency CMBS

6.1%
Cash

0.1%
March 31, 2024
As of March 31, 2024
ABS

4.7%
Agency

20.7%
CMO

6.1%
Corporate

24.6%
Money Market
Fund

0.1%
Supranational

1.5%
US Treasury

42.3%
December 31, 2023
19 555
Issue Name Investment Type % Portfolio
United States Government US Treasury 39.09%
Federal Home Loan Bank Agency 12.59%
Federal Farm Credit Bank Agency 7.34%
Federal Home Loan Mortgage Corp Agency CMBS 6.09%
Royal Bank of Canada Corporate 1.67%
Federal National Mortgage Association Agency 1.50%
Bank of America Corp Corporate 1.49%
Caterpillar Inc Corporate 1.38%
Honda ABS Asset Backed Security 1.36%
Deere & Company Corporate 1.32%
Paccar Financial Corporate 1.28%
JP Morgan Chase & Co Corporate 1.21%
Inter-American Dev Bank Supranational 1.16%
State Street Bank Corporate 1.16%
Cisco Systems Corporate 1.13%
Nextera Energy Capital Corporate 1.13%
Air Products & Chemicals Corporate 1.04%
First American Govt Obligation Fund Class-Z Money Market Fund 1.00% JP Morgan ABS Asset Backed Security 1.00%
Amazon.com Inc Corporate 0.92%
Toyota Motor Corp Corporate 0.85%
National Rural Utilities Corporate 0.82%
Metlife Inc Corporate 0.77%
Morgan Stanley Corporate 0.75%
Toronto Dominion Holdings Corporate 0.75%
US Bancorp Corporate 0.75%
Northern Trust Corp Corporate 0.74%
Home Depot Corporate 0.74%
Chubb Corporation Corporate 0.74%
Duke Energy Field Services Corporate 0.74%
Apple Inc Corporate 0.73%
Honeywell Corp Corporate 0.72%
Bank of New York Corporate 0.67%
American Express ABS Asset Backed Security 0.67%
John Deere ABS Asset Backed Security 0.65%
Mass Mutual Insurance Corporate 0.57%
GM Financial Automobile Leasing Trust Asset Backed Security 0.55% Public Service El & Gas Corporate 0.55%
Issuers
City of Murrieta – Account
As of March 31, 2024
20 556
Issue Name Investment Type % Portfolio
GM Financial Securitized Term Auto Trust Asset Backed Security 0.45% Pepsico Inc Corporate 0.39%
Intl Bank Recon and Development Supranational 0.37%
United Health Group Inc Corporate 0.32%
Hyundai Auto Receivables Asset Backed Security 0.26%
BMW ABS Asset Backed Security 0.21%
Salesforce.com Inc Corporate 0.15%
Account Receivable Payable Cash 0.12%
BMW Vehicle Lease Trust Asset Backed Security 0.12%
Toyota ABS Asset Backed Security 0.05%
TOTAL 100.00%
Issuers
City of Murrieta – Account
As of March 31, 2024
21 557

0.0%

5.0%

10.0%

15.0%

20.0%

25.0%

30.0%

35.0%
0 - 0.25 0.25 - 0.50 0.50 - 1 1 - 2 2 - 3 3 - 4 4 - 5 5+ March 31, 2024 December 31, 2023
March 31, 2024 vs. December 31, 2023
0 - 0.25 0.25 - 0.50 0.50 - 1 1 - 2 2 - 3 3 - 4 4 - 5 5+ 03/31/24 8.9% 5.3% 11.6% 28.6% 31.6% 12.5% 1.5% 0.0%
12/31/23 10.9% 7.3% 11.5% 27.6% 25.8% 12.5% 4.3% 0.0%
City of Murrieta
Duration Distribution As of March 31, 2024
22 558
Total Rate of Return Annualized Since Inception January 31, 2020 Total rate of return: A measure of a portfolio’s performance over time. It is the internal rate of return, which equates the beginning value of the portfolio with the ending value; it includes interest earnings, realized and unrealized gains and losses in the portfolio.

Investment Performance
City of Murrieta

0.00%

0.50%

1.00%

1.50%

2.00%

2.50%

3.00%

3.50%

4.00%

4.50%
12 months 2 years 3 years 5 years 10 years Since Inception City of Murrieta ICE BofA 1-3 Yr US Treasury Index
Annualized
TOTAL RATE OF RETURN 3 months 12 months 2 years 3 years 5 years 10 years Since Inception
City of Murrieta 0.50% 3.89% 2.14% 0.53% N/A N/A 1.01%
ICE BofA 1-3 Yr US Treasury Index 0.30% 2.97% 1.57% 0.08% N/A N/A 0.65% As of March 31, 2024
23 559
Portfolio Characteristics
Murrieta Liquidity
03/31/24
Portfolio
12/31/23
Portfolio
Average Maturity (yrs) 0.22 0.29
Modified Duration 0.22 0.28
Average Purchase Yield 5.58% 5.70%
Average Market Yield 5.33% 5.56%
Average Quality* AAA AAA/Aaa
Total Market Value 11,344,995 11,198,702
*Portfolio is S&P and Moody’s, respectively.

As of March 31, 2024
24 560
Murrieta Liquidity
Sector Distribution
Commercial
Paper

35.3%
Money Market
Fund
Negotiable CD 0.9%

17.8%
US Treasury

46.0%
March 31, 2024
As of March 31, 2024
Commercial
Paper

35.0%
Money Market
Fund
Negotiable CD 2.3%

18.3%
US Treasury

44.4%
December 31, 2023
25 561
Issue Name Investment Type % Portfolio
US Treasury US Treasury 45.72%
Cooperatieve Rabobank UA Negotiable CD 18.27%
MUFG Bank Ltd/NY Commercial Paper 17.59%
Toyota Motor Corp Commercial Paper 17.49%
First American Govt Obligation Fund Class-Z Money Market Fund 0.94% Account Receivable Payable Cash 0.00%
TOTAL 100.00%
Issuers
Murrieta Liquidity – Account
As of March 31, 2024
26 562

0.0%

5.0%

10.0%

15.0%

20.0%

25.0%

30.0%

35.0%

40.0%

45.0%

50.0%

55.0%

60.0%

65.0%
0 - 0.25 0.25 - 0.50 0.50 - 1 1 - 2 2 - 3 3 - 4 4 - 5 5+ March 31, 2024 December 31, 2023
March 31, 2024 vs. December 31, 2023
0 - 0.25 0.25 - 0.50 0.50 - 1 1 - 2 2 - 3 3 - 4 4 - 5 5+ 03/31/24 57.8% 42.2% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0%
12/31/23 46.7% 35.0% 18.3% 0.0% 0.0% 0.0% 0.0% 0.0%
Murrieta Liquidity
Duration Distribution As of March 31, 2024
27 563

0.00%

0.50%

1.00%

1.50%

2.00%

2.50%
3 months Since Inception
Murrieta Liquidity
Total Rate of Return Since Inception October 31, 2023
TOTAL RATE OF RETURN Latest 3 months Since Inception
Murrieta Liquidity 1.26% 2.28%
Investment Performance
Murrieta Liquidity
Total rate of return: A measure of a portfolio’s performance over time. It is the internal rate of return, which equates the beginning value of the portfolio with the ending value; it includes interest earnings, realized and unrealized gains and losses in the portfolio.

As of March 31, 2024
28 564
SECTION | Section 3 | Consolidated Information
29 565
Portfolio Characteristics
Murrieta Consolidated
03/31/24 12/31/23
Portfolio Portfolio
Average Maturity (yrs) 1.87 1.87
Modified Duration 1.67 1.66
Average Purchase Yield 3.46% 3.13%
Average Market Yield 4.95% 4.69%
Average Quality* AA+ AA/Aa1
Total Market Value 144,479,157 143,656,027
* Portfolio is S&P and Moody’s respectively.

As of March 31, 2024
30 566
Murrieta Consolidated
Sector Distribution
Agency

19.8%
Asset Backed
Security

4.9%
Commercial
Paper

2.8%
Corporate

23.5%
Money Market
Fund

1.0%
Negotiable CD

1.4%
Supranational

1.4%
US Treasury

39.6%
Agency CMBS

5.6%
Cash

0.1%
March 31, 2024
As of March 31, 2024
ABS

4.3%
Agency

19.1%
CMO

5.7%
Commercial
Paper

2.7%
Corporate

22.7%
Money Market
Fund

0.2%
Negotiable CD

1.4%
Supranational

1.4%
US Treasury

42.5%
December 31, 2023
31 567
SECTION | Section 4 | Portfolio Holdings
32 568

HOLDINGS REPORT
City ofMurrieta | Account | AsofMarch 31,2024
Cusip Security Description Par Value/
Units
Purchase Date
Purchase Yield
Cost Value
Book Value
Mkt Price
Mkt YTM
Market Value
Accrued Int.
% of Port.

Gain/Loss
Moody's/
S&P
Fitch
Maturity
Duration
ABS
43813GAC5 HAROT 2021-1 A3 0.27 04/21/2025 16,312.45 02/17/2021 16,312.15 99.43 16,219.17 0.01% Aaa/NA 1.06

0.27% 16,312.15 4.70% 1.22 (92.98) AAA 0.15
89240BAC2 TAOT 2021-A A3 0.26 05/15/2025 64,146.68 02/02/2021 64,134.77 99.49 63,819.71 0.05% Aaa/NA 1.12

0.26% 64,134.77 4.63% 7.41 (315.06) AAA 0.14
02582JJT8 AMXCA 2022-2 A 05/17/2027 905,000.00 05/17/2022 904,799.81 97.93 886,303.42 0.67% NA/AAA 1.12

3.40% 904,799.81 5.33% 1,363.53 (18,496.39) AAA 1.60
47788UAC6 JDOT 2021 A3 0.36 09/15/2025 64,220.17 03/02/2021 64,207.83 98.74 63,413.45 0.05% Aaa/NA 1.46

0.36% 64,207.83 5.84% 10.28 (794.38) AAA 0.28
44933LAC7 HART 2021-A A3 0.38 09/15/2025 67,804.84 04/20/2021 67,797.71 99.18 67,249.20 0.05% NA/AAA 1.46

0.38% 67,797.71 5.26% 11.45 (548.51) AAA 0.24
05593AAC3 BMWLT 2023-1 A3 5.16 11/25/2025 155,000.00 02/07/2023 154,996.31 99.76 154,635.58 0.12% Aaa/AAA 1.65

5.16% 154,996.31 5.64% 133.30 (360.73) NA 0.64
44934KAC8 HART 2021-B A3 0.38 01/15/2026 282,583.19 07/20/2021 282,520.82 98.47 278,253.22 0.21% NA/AAA 1.79

0.38% 282,520.82 5.90% 47.73 (4,267.60) AAA 0.46
43815GAC3 HAROT 2021-4 A3 0.88 01/21/2026 179,304.98 11/16/2021 179,267.19 97.56 174,935.27 0.13% Aaa/NA 1.81

0.89% 179,267.19 5.98% 43.83 (4,331.92) AAA 0.67
47789QAC4 JDOT 2021-B A3 0.52 03/16/2026 185,900.88 07/13/2021 185,884.30 97.64 181,522.50 0.14% Aaa/NA 1.96

0.52% 185,884.30 5.58% 42.96 (4,361.79) AAA 0.53
43815PAC3 HAROT 2022-2 A3 3.73 07/20/2026 365,000.00 08/15/2022 364,978.25 98.60 359,894.74 0.27% NA/AAA 2.30

3.73% 364,978.25 5.78% 491.63 (5,083.50) AAA 1.02
05602RAD3 BMWOT 2022-A A3 3.21 277,989.33 05/10/2022 277,974.88 98.48 273,774.74 0.21% Aaa/AAA 2.40 08/25/2026 3.21% 277,974.88 5.71% 148.72 (4,200.14) NA 0.93 47787JAC2 JDOT 2022 A3 0.36 09/15/2026 284,683.38 03/10/2022 284,620.41 97.90 278,705.77 0.21% Aaa/NA 2.46

2.33% 284,620.41 5.74% 293.54 (5,914.64) AAA 0.77
362554AC1 GMCAR 2021-4 A3 0.68 09/16/2026 146,053.32 10/13/2021 146,049.60 97.10 141,822.88 0.11% Aaa/AAA 2.46

0.68% 146,049.60 6.58% 41.38 (4,226.71) NA 0.85
380146AC4 GMCAR 2022-1 A3 1.23 11/16/2026 147,623.81 01/11/2022 147,610.98 97.54 143,994.71 0.11% NA/AAA 2.63

1.26% 147,610.98 6.28% 77.50 (3,616.27) AAA 0.90
379929AD4 GMALT 2023-3 A3 5.38 11/20/2026 280,000.00 08/08/2023 279,966.43 100.09 280,258.61 0.21% NA/AAA 2.64

5.38% 279,966.43 5.60% 460.29 292.18 AAA 1.47
36269FAD8 GMALT 2024-1 A3 5.09 03/22/2027 455,000.00 02/08/2024 454,943.13 99.93 454,699.84 0.34% NA/AAA 2.97

5.09% 454,943.13 5.49% 707.65 (243.29) AAA 1.90
36265WAD5 GMCAR 2022-3 A3 3.64 04/16/2027 320,000.00 07/06/2022 319,997.79 98.40 314,875.04 0.24% Aaa/NA 3.04

3.64% 319,997.79 5.79% 485.33 (5,122.75) AAA 1.32
33 569

Gain/Loss
Moody's/
S&P
Fitch
Maturity
Duration
437918AC9 HAROT 2024-1 A3 5.21 08/15/2028 1,250,000.00 02/13/2024 1,249,945.63 100.42 1,255,190.12 0.95% Aaa/AAA 4.38

5.21% 1,249,945.63 5.42% 2,894.44 5,244.50 NA 2.71
161571HT4 CHAIT 2023-1 A 5.16 09/15/2028 1,320,000.00 09/07/2023 1,319,634.10 100.51 1,326,727.91 1.00% NR/AAA 4.46

5.17% 1,319,634.10 5.33% 3,027.20 7,093.81 AAA 2.26
47800RAD5 JDOT 2024 A3 4.96 11/15/2028 335,000.00 03/11/2024 334,981.24 99.98 334,947.17 0.25% Aaa/NA 4.63

4.96% 334,981.24 5.41% 553.87 (34.07) AAA 2.28
7,100,623.32 99.30 7,051,243.06 5.33% Aaa/AAA 3.07
Total ABS 7,101,623.03 3.89% 7,100,623.32 5.54% 10,843.28 (49,380.27) AAA 1.68 AGENCY
3130A1XJ2 FEDERAL HOME LOAN BANKS 2.875 2,000,000.00 09/13/2019 2,101,140.00 99.52 1,990,369.04 1.50% Aaa/AA+ 0.21 06/14/2024 1.76% 2,101,140.00 5.23% 17,090.28 (110,770.96) AA+ 0.21 3135G0V75 FEDERAL NATIONAL MORTGAGE 2,000,000.00 10/21/2019 2,007,660.00 99.09 1,981,761.78 1.50% Aaa/AA+ 0.25 ASSOCIATION 1.75 07/02/2024 1.66% 2,007,660.00 5.38% 8,652.78 (25,898.22) AA+ 0.25 3130AQF40 FEDERAL HOME LOAN BANKS 1.0 1,400,000.00 12/21/2021 1,398,768.00 97.04 1,358,512.81 1.03% Aaa/AA+ 0.72 12/20/2024 1.03% 1,398,768.00 5.25% 3,927.78 (40,255.19) AA+ 0.70 3133ENKS8 FEDERAL FARM CREDIT BANKS 755,000.00 01/06/2022 753,301.25 96.99 732,254.09 0.55% Aaa/AA+ 0.77 FUNDING CORP 1.125 01/06/2025 1.20% 753,301.25 5.20% 2,005.47 (21,047.16) AA+ 0.75 3133ENPG9 FEDERAL FARM CREDIT BANKS 1,200,000.00 02/25/2022 1,197,456.00 97.17 1,166,026.18 0.88% Aaa/AA+ 0.88 FUNDING CORP 1.75 02/14/2025 1.82% 1,197,456.00 5.12% 2,741.67 (31,429.82) AA+ 0.85 3133EPW68 FEDERAL FARM CREDIT BANKS 1,400,000.00 01/24/2024 1,392,860.00 98.97 1,385,522.71 1.05% Aaa/AA+ 1.81 FUNDING CORP 4.125 01/22/2026 4.40% 1,392,860.00 4.73% 11,068.75 (7,337.29) AA+ 1.71 3130AWLZ1 FEDERAL HOME LOAN BANKS 4.75 2,000,000.00 08/16/2023 1,998,620.00 100.29 2,005,793.10 1.51% Aaa/AA+ 2.20 06/12/2026 4.78% 1,998,620.00 4.61% 28,763.89 7,173.10 AA+ 2.04 3133EPZY4 FEDERAL FARM CREDIT BANKS 2,000,000.00 11/09/2023 2,007,480.00 100.86 2,017,124.24 1.52% Aaa/AA+ 2.33 FUNDING CORP 5.0 07/30/2026 4.85% 2,007,480.00 4.61% 16,944.44 9,644.24 AA+ 2.17 3133EPSW6 FEDERAL FARM CREDIT BANKS 2,405,000.00 08/09/2023 2,399,468.50 99.94 2,403,486.53 1.82% Aaa/AA+ 2.37 FUNDING CORP 4.5 08/14/2026 4.58% 2,399,468.50 4.53% 14,129.38 4,018.03 AA+ 2.22 3130AWTQ3 FEDERAL HOME LOAN BANKS 4.625 4,500,000.00 -- 4,476,030.00 100.16 4,507,384.14 3.40% Aaa/AA+ 2.45 09/11/2026 4.81% 4,476,030.00 4.55% 11,562.50 31,354.14 AA+ 2.29 3130AXU63 FEDERAL HOME LOAN BANKS 4.625 1,750,000.00 11/30/2023 1,754,427.50 100.26 1,754,500.40 1.33% Aaa/AA+ 2.63 11/17/2026 4.53% 1,754,427.50 4.52% 30,126.74 72.90 AA+ 2.42 3130AYPN0 FEDERAL HOME LOAN BANKS 4.125 2,000,000.00 01/30/2024 1,995,560.00 99.17 1,983,467.28 1.50% Aaa/AA+ 2.79 01/15/2027 4.21% 1,995,560.00 4.44% 14,208.33 (12,092.72) AA+ 2.59 3130AVVX7 FEDERAL HOME LOAN BANKS 3.75 1,120,000.00 06/07/2023 1,107,243.20 97.70 1,094,275.66 0.83% Aaa/AA+ 4.19 06/09/2028 4.00% 1,107,243.20 4.35% 13,066.67 (12,967.54) AA+ 3.79 34 570

Gain/Loss
Moody's/
S&P
Fitch
Maturity
Duration
3130AWC24 FEDERAL HOME LOAN BANKS 4.0 2,000,000.00 07/06/2023 1,956,940.00 98.77 1,975,473.06 1.49% Aaa/AA+ 4.19 06/09/2028 4.49% 1,956,940.00 4.32% 24,888.89 18,533.06 AA+ 3.77 3133EPWK7 FEDERAL FARM CREDIT BANKS 2,000,000.00 10/12/2023 1,981,460.00 100.80 2,015,962.96 1.52% Aaa/AA+ 4.48 FUNDING CORP 4.5 09/22/2028 4.71% 1,981,460.00 4.30% 2,250.00 34,502.96 AA+ 4.02 28,528,414.45 99.46 28,371,913.99 21.43% Aaa/AA+ 2.25
Total Agency 28,530,000.00 3.82% 28,528,414.45 4.69% 201,427.55 (156,500.47) AA+ 2.08

AGENCY CMBS
3137BM7C4 FHMS K-051 A2 3.308 09/25/2025 1,223,000.00 06/23/2022 1,220,420.23 97.51 1,192,516.48 0.90% Aaa/AA+ 1.49

3.30% 1,220,420.23 5.26% 3,371.40 (27,903.75) AAA 1.29
3137BSP72 FHMS K-058 A2 2.653 08/25/2026 2,000,000.00 02/09/2023 1,890,546.88 95.21 1,904,185.20 1.44% Aaa/AA+ 2.40

4.27% 1,890,546.88 5.11% 4,421.67 13,638.32 AAA 2.24
3137BTUM1 FHMS K-061 A2 3.347 11/25/2026 893,365.47 09/22/2022 861,295.05 96.22 859,560.88 0.65% Aaa/AA+ 2.65

4.23% 861,295.05 5.12% 2,491.75 (1,734.17) AAA 2.34
3137BVZ82 FHMS K-063 A2 3.43 01/25/2027 862,000.00 -- 839,600.51 96.65 833,137.57 0.63% Aaa/AA+ 2.82

4.03% 839,600.51 5.08% 2,463.88 (6,462.94) AAA 2.50
3137F1G44 FHMS K-065 A2 3.243 04/25/2027 1,000,000.00 09/19/2022 965,468.75 95.93 959,345.20 0.72% Aaa/AA+ 3.07

4.02% 965,468.75 5.04% 2,702.50 (6,123.55) AAA 2.78
3137FBU79 FHMS K-069 A2 3.187 09/25/2027 1,250,000.00 05/18/2023 1,200,732.43 95.40 1,192,462.00 0.90% Aaa/AAA 3.49

4.13% 1,200,732.43 5.02% 3,319.79 (8,270.43) AA+ 3.11
3137F4X72 FHMS K-075 A2 3.65 02/25/2028 1,165,000.00 09/14/2023 1,107,478.13 96.44 1,123,468.22 0.85% Aaa/AA+ 3.91

4.83% 1,107,478.13 5.04% 3,543.54 15,990.09 AAA 3.52
Total Agency 8,085,541.98 96.09 8,064,675.54 6.09% Aaa/AA+ 2.79 CMBS 8,393,365.47 4.12% 8,085,541.98 5.10% 22,314.53 (20,866.44) AAA 2.51 CASH
CCYUSD Receivable 155,271.55 -- 155,271.55 1.00 155,271.55 0.12% Aaa/AAA 0.00

0.00% 155,271.55 0.00% 0.00 0.00 AAA 0.00
155,271.55 1.00 155,271.55 0.12% Aaa/AAA 0.00
Total Cash 155,271.55 0.00% 155,271.55 0.00% 0.00 0.00 AAA 0.00

CORPORATE
023135BW5 AMAZON.COM INC 0.45 05/12/2024 805,000.00 05/10/2021 803,824.70 99.41 800,243.60 0.60% A1/AA 0.11

0.50% 803,824.70 5.66% 1,398.69 (3,581.10) AA- 0.12
91324PEB4 UNITEDHEALTH GROUP INC 0.55 425,000.00 11/08/2021 422,560.50 99.41 422,497.19 0.32% A2/A+ 0.12 05/15/2024 0.78% 422,560.50 5.39% 883.06 (63.31) A 0.13 35 571

Gain/Loss
Moody's/
S&P
Fitch
Maturity
Duration
24422EVQ9 JOHN DEERE CAPITAL CORP 0.45
06/07/2024 760,000.00 06/07/20210.49%
759,050.00
759,050.00

99.08 5.50%
753,026.55
1,083.00

0.57%
(6,023.45)
A1/A
A+

0.19 0.19
06051GJY6 BANK OF AMERICA CORP 5.73449
06/14/2024 960,000.00 06/07/20210.52%
960,064.00
960,064.00
100.02

5.61%
960,149.49
2,752.56

0.73%

85.49 A1/AAA0.21

0.01 89236TJH9 TOYOTA MOTOR CREDIT CORP 0.5
06/18/2024 1,140,000.00 06/15/20210.54%
1,138,643.40
1,138,643.40

98.91 5.66%
1,127,542.15
1,630.83

0.85%
(11,101.25)
A1/A+
A+

0.22 0.22
79466LAG9 SALESFORCE INC 0.625 07/15/2024 200,000.00 06/29/2021

0.64%
199,898.00
199,898.00

98.61 5.50%
197,224.50
263.89

0.15%
(2,673.50)
A1/A+
NA

0.29 0.29
91159HHX1 US BANCORP 2.4 07/30/2024 1,000,000.00 11/09/2021

0.80%
1,041,550.00
1,041,550.00

98.94 5.61%
989,424.53
4,066.67

0.75%
(52,125.47)
A3/A
A

0.33 0.33
69371RR40 PACCAR FINANCIAL CORP 0.5
08/09/2024 245,000.00 08/03/20210.52%
244,867.70
244,867.70

98.22 5.61%
240,629.87
176.94

0.18%
(4,237.83)
A1/A+
NA

0.36 0.35
78016EYM3 ROYAL BANK OF CANADA 1.6
01/21/2025 1,000,000.00 01/12/20221.60%
1,000,000.00
1,000,000.00

97.00 5.46%
969,974.54
3,111.11

0.73%
(30,025.46)
A1/A
AA0.810.78
06406RBC0 BANK OF NEW YORK MELLON CORP

3.35 04/25/2025 900,000.00 04/19/20223.35%
899,874.00
899,874.00

97.99 5.32%
881,867.17
13,065.00

0.67%
(18,006.83)
A1/A
AA1.071.02
14913R2V8 CATERPILLAR FINANCIAL SERVICES
CORP 3.4 05/13/2025 480,000.00 05/10/20223.44%
479,390.40
479,390.40

98.08 5.19%
470,778.30
6,256.00

0.36%
(8,612.10)
A2/A
A+

1.12 1.07
438516CB0 HONEYWELL INTERNATIONAL INC

1.35 06/01/2025 1,000,000.00 03/09/20222.31%
970,280.00
970,280.00

95.83 5.07%
958,308.89
4,500.00

0.72%
(11,971.11)
A2/A
A

1.17 1.13
89115A2A9 TORONTO-DOMINION BANK 3.766
06/06/2025 1,000,000.00 06/02/20223.70%
1,001,830.00
1,001,830.00

98.23 5.32%
982,335.43
12,030.28

0.74%
(19,494.57)
A1/A
NA

1.18 1.13
63743HFE7

NATIONAL RURAL UTILITIES
COOPERATIVE FINANCE CORP 3.45
06/15/2025
1,105,000.00
--

3.61%
1,099,973.65
1,099,973.65

97.87 5.29%
1,081,484.44
11,224.96

0.82%
(18,489.21)
A2/AA1.21

1.15 14913R2Z9 CATERPILLAR FINANCIAL SERVICES
CORP 3.65 08/12/2025 1,375,000.00 08/08/20223.69%
1,373,336.25
1,373,336.25

98.01 5.18%
1,347,589.66
6,831.08

1.02%
(25,746.59)
A2/A
A+

1.37 1.31
26442UAA2 DUKE ENERGY PROGRESS LLC 3.25
08/15/2025 1,000,000.00 06/23/20223.57%
990,710.00
990,710.00

97.51 5.15%
975,087.43
4,152.78

0.74%
(15,622.57)
Aa3/A
WR

1.38 1.32
437076CR1 HOME DEPOT INC 4.0 09/15/2025 1,000,000.00 09/14/2022

4.13%
996,380.00
996,380.00

98.62 4.99%
986,234.18
1,777.78

0.74%
(10,145.82)
A2/A
A

1.46 1.40
023135CN4 AMAZON.COM INC 4.6 12/01/2025 425,000.00 11/29/2022

4.60%
424,974.50
424,974.50

99.60 4.85%
423,306.16
6,516.67

0.32%
(1,668.34)
A1/AA
AA1.671.57
857477BR3 STATE STREET CORP 1.746
02/06/2026 335,000.00 02/02/20221.75%
335,000.00
335,000.00

96.66 5.84%
323,803.78
893.61

0.24%
(11,196.22)
A1/A
AA1.850.82
36 572

Gain/Loss
Moody's/
S&P
Fitch
Maturity
Duration
037833BY5 APPLE INC 3.25 02/23/2026 1,000,000.00 02/22/2023 959,390.00 97.20 971,993.93 0.73% Aaa/AA+ 1.90

4.72% 959,390.00 4.81% 3,430.56 12,603.93 NA 1.81
57629W6F2 MASSMUTUAL GLOBAL FUNDING II 750,000.00 04/04/2023 749,482.50 98.82 741,169.33 0.56% Aa3/AA+ 2.03

4.5 04/10/2026 4.52% 749,482.50 5.12% 16,031.25 (8,313.17) AA+ 1.87 00440EAV9 CHUBB INA HOLDINGS INC 3.35 1,000,000.00 09/13/2023 954,220.00 96.60 965,982.58 0.73% A3/A 2.09 05/03/2026 5.23% 954,220.00 5.09% 13,772.22 11,762.58 A 1.96 58989V2F0 MET TOWER GLOBAL FUNDING 5.4 1,000,000.00 06/12/2023 1,000,440.00 100.43 1,004,328.34 0.76% Aa3/AA- 2.22 06/20/2026 5.38% 1,000,440.00 5.19% 15,150.00 3,888.34 AA- 2.04 61747YET8 MORGAN STANLEY 4.679 1,000,000.00 09/14/2022 994,030.00 98.92 989,225.22 0.75% A1/A- 2.30 07/17/2026 4.68% 994,030.00 5.55% 9,617.94 (4,804.78) A+ 1.23 69371RS56 PACCAR FINANCIAL CORP 5.05 1,450,000.00 -- 1,451,925.00 100.36 1,455,167.26 1.10% A1/A+ 2.36 08/10/2026 4.99% 1,451,925.00 4.89% 10,373.54 3,242.26 NA 2.19 06428CAA2 BANK OF AMERICA NA 5.526 1,000,000.00 09/13/2023 998,810.00 101.01 1,010,144.34 0.76% Aa1/A+ 2.38 08/18/2026 5.57% 998,810.00 5.05% 6,600.50 11,334.34 AA 2.13 713448FW3 PEPSICO INC 5.125 11/10/2026 510,000.00 11/08/2023 509,862.30 100.79 514,044.37 0.39% A1/A+ 2.61

5.13% 509,862.30 4.79% 10,237.19 4,182.07 NA 2.30
48125LRU8 JPMORGAN CHASE BANK NA 5.11 1,575,000.00 -- 1,576,460.00 100.29 1,579,522.11 1.19% Aa2/A+ 2.69 12/08/2026 5.08% 1,576,460.00 4.99% 25,262.56 3,062.11 AA 2.38 24422EXF1 JOHN DEERE CAPITAL CORP 4.5 1,000,000.00 01/10/2024 999,460.00 99.24 992,354.03 0.75% A1/A 2.77 01/08/2027 4.52% 999,460.00 4.80% 10,375.00 (7,105.97) A+ 2.55 78016HZT0 ROYAL BANK OF CANADA 4.875 1,245,000.00 01/10/2024 1,244,688.75 99.78 1,242,276.87 0.94% A1/A 2.80 01/19/2027 4.88% 1,244,688.75 4.96% 12,138.75 (2,411.88) AA- 2.57 17275RBQ4 CISCO SYSTEMS INC 4.8 02/26/2027 1,500,000.00 02/29/2024 1,500,810.00 100.16 1,502,412.78 1.13% A1/AA- 2.91

4.78% 1,500,810.00 4.74% 7,000.00 1,602.78 NA 2.67
857477CL5 STATE STREET CORP 4.993 1,210,000.00 03/13/2024 1,210,000.00 100.19 1,212,343.85 0.92% NA/A 2.96 03/18/2027 4.99% 1,210,000.00 4.92% 2,181.66 2,343.85 AA- 2.72 665859AW4 NORTHERN TRUST CORP 4.0 1,000,000.00 09/14/2022 990,460.00 97.42 974,238.40 0.74% A2/A+ 3.11 05/10/2027 4.23% 990,460.00 4.90% 15,666.67 (16,221.60) A+ 2.84 009158AY2 AIR PRODUCTS AND CHEMICALS INC 1,500,000.00 02/09/2024 1,371,945.00 91.82 1,377,227.24 1.04% A2/A 3.12

1.85 05/15/2027 4.71% 1,371,945.00 4.70% 10,483.33 5,282.24 NA 2.96 74456QBU9 PUBLIC SERVICE ELECTRICAND GAS 750,000.00 06/22/2023 715,005.00 96.02 720,143.07 0.54% A1/A 4.08 CO 3.7 05/01/2028 4.79% 715,005.00 4.78% 11,562.50 5,138.07 WR 3.68 341081GN1 FLORIDA POWER & LIGHT CO 4.4 1,500,000.00 05/22/2023 1,484,025.00 98.92 1,483,798.08 1.12% Aa2/A+ 4.12 05/15/2028 4.64% 1,484,025.00 4.69% 24,933.33 (226.92) AA- 3.67 33,853,220.65 98.52 33,627,879.67 25.40% A1/A 1.93
Total Corporate 34,145,000.00 3.73% 33,853,220.65 5.12% 287,431.90 (225,340.98) A+ 1.74 37 573

Gain/Loss
Moody's/
S&P
Fitch
Maturity
Duration
MONEY

MARKET FUND
31846V567 FIRST AMER:GVT OBLG Z 1,336,831.87
--

5.17%
1,336,831.87
1,336,831.87

1.00 5.17%
1,336,831.87

0.00 1.01%

0.00 Aaa/
AAAm
AAA

0.00 0.00
Total Money
Market Fund 1,336,831.87 5.17%
1,336,831.87
1,336,831.87

1.00 5.17%
1,336,831.87

0.00 1.01%

0.00 Aaa/
AAAm
AAA

0.00 0.00

SUPRANATIONAL
4581X0DZ8 INTER-AMERICAN DEVELOPMENT
BANK 0.5 09/23/2024 1,585,000.00 09/15/20210.52%
1,583,827.10
1,583,827.10

97.71 5.42%
1,548,662.84
176.11

1.17%
(35,164.26)
Aaa/AAA
NA

0.48 0.47
459058KT9

INTERNATIONAL BANK FOR

RECONSTRUCTION AND DEVELOPM

3.5 07/12/2028
500,000.00
07/24/2023

4.26%
483,115.00
483,115.00

96.64 4.37%
483,181.11
3,840.28

0.36%

66.11 Aaa/AAA
NA

4.28 3.89
Total
Supranational 2,085,000.00 1.41%
2,066,942.10
2,066,942.10

97.45 5.17%
2,031,843.95
4,016.39

1.53%
(35,098.15)
Aaa/AAA
NA

1.39 1.28

US TREASURY
91282CBV2 UNITED STATES TREASURY 0.375
04/15/2024 1,100,000.00 04/28/20210.36%
1,100,644.53
1,100,644.53

99.81 5.02%
1,097,904.43
1,904.71

0.83%
(2,740.10)
Aaa/AA+
AA+

0.04 0.05
91282CCC3 UNITED STATES TREASURY 0.25
05/15/2024 1,000,000.00 05/12/20210.36%
996,875.00
996,875.00

99.39 5.23%
993,882.82
947.80

0.75%
(2,992.18)
Aaa/AA+
AA+

0.12 0.13
91282CCT6 UNITED STATES TREASURY 0.375
08/15/2024 2,000,000.00 08/26/20210.46%
1,995,234.38
1,995,234.38

98.18 5.31%
1,963,554.68
947.80

1.48%
(31,679.70)
Aaa/AA+
AA+

0.38 0.37
91282CCX7 UNITED STATES TREASURY 0.375
09/15/2024 1,800,000.00 09/10/20210.44%
1,796,484.38
1,796,484.38

97.83 5.25%
1,760,871.10
311.82

1.33%
(35,613.28)
Aaa/AA+
AA+

0.46 0.45
912828YM6 UNITED STATES TREASURY 1.5
10/31/2024 1,700,000.00 09/24/20210.55%
1,749,273.44
1,749,273.44

97.86 5.28%
1,663,609.38
10,718.41

1.26%
(85,664.06)
Aaa/AA+
AA+

0.59 0.57
91282CDH1 UNITED STATES TREASURY 0.75
11/15/2024 2,000,000.00 11/29/20210.81%
1,996,328.13
1,996,328.13

97.29 5.23%
1,945,722.66
5,686.81

1.47%
(50,605.47)
Aaa/AA+
AA+

0.63 0.61
91282CDN8 UNITED STATES TREASURY 1.0
12/15/2024 900,000.00 12/29/20210.99%
900,386.72
900,386.72

97.12 5.19%
874,098.63
2,655.74

0.66%
(26,288.09)
Aaa/AA+
AA+

0.71 0.69
912828Z52 UNITED STATES TREASURY 1.375
01/31/2025 2,000,000.00 06/04/20210.51%
2,062,500.00
2,062,500.00

96.97 5.13%
1,939,375.00
4,608.52

1.46%
(123,125.00)
Aaa/AA+
AA+

0.84 0.81
38 574

Gain/Loss
Moody's/
S&P
Fitch
Maturity
Duration
912828ZC7 UNITED STATES TREASURY 1.125
02/28/2025 1,200,000.00 02/09/20221.59%
1,183,359.38
1,183,359.38

96.49 5.09%
1,157,917.97
1,173.91

0.87%
(25,441.41)
Aaa/AA+
AA+

0.91 0.89
912828ZF0 UNITED STATES TREASURY 0.5
03/31/2025 2,000,000.00 03/03/20210.54%
1,997,031.25
1,997,031.25

95.64 5.03%
1,912,723.14

27.32 1.44%
(84,308.11)
Aaa/AA+
AA+

1.00 0.98
912828ZL7 UNITED STATES TREASURY 0.375
04/30/2025 2,000,000.00 04/12/20210.66%
1,977,343.75
1,977,343.75

95.18 5.01%
1,903,593.76
3,152.47

1.44%
(73,749.99)
Aaa/AA+
AA+

1.08 1.06
912828ZT0 UNITED STATES TREASURY 0.25
05/31/2025 1,800,000.00 10/14/20210.78%
1,765,757.81
1,765,757.81

94.71 4.97%
1,704,796.88
1,512.30

1.29%
(60,960.93)
Aaa/AA+
AA+

1.17 1.14
91282CAB7 UNITED STATES TREASURY 0.25
07/31/2025 2,000,000.00 12/02/20211.06%
1,942,031.25
1,942,031.25

94.08 4.89%
1,881,562.50
837.91

1.42%
(60,468.75)
Aaa/AA+
AA+

1.33 1.31
91282CAJ0 UNITED STATES TREASURY 0.25
08/31/2025 1,000,000.00 03/22/20222.42%
928,828.13
928,828.13

93.76 4.87%
937,578.12
217.39

0.71%
8,749.99
Aaa/AA+
AA+

1.42 1.38
9128285C0 UNITED STATES TREASURY 3.0
09/30/2025 3,250,000.00 --2.90%
3,259,882.81
3,259,882.81

97.40 4.82%
3,165,449.24
266.39

2.39%
(94,433.58)
Aaa/AA+
AA+

1.50 1.43
9128285J5 UNITED STATES TREASURY 3.0
10/31/2025 2,500,000.00 06/23/20223.02%
2,498,632.81
2,498,632.81

97.29 4.80%
2,432,128.90
31,524.73

1.84%
(66,503.91)
Aaa/AA+
AA+

1.59 1.51
912828M56 UNITED STATES TREASURY 2.25
11/15/2025 2,500,000.00 06/23/20223.11%
2,431,152.34
2,431,152.34

96.06 4.80%
2,401,464.85
21,325.55

1.81%
(29,687.49)
Aaa/AA+
AA+

1.63 1.56
9128285T3 UNITED STATES TREASURY 2.625
12/31/2025 2,500,000.00 09/14/20223.76%
2,412,792.97
2,412,792.97

96.50 4.73%
2,412,597.65
16,586.54

1.82%
(195.32)
Aaa/AA+
AA+

1.75 1.68
9128286L9 UNITED STATES TREASURY 2.25
03/31/2026 2,500,000.00 09/14/20223.74%
2,377,832.03
2,377,832.03

95.50 4.63%
2,387,402.35
153.69

1.80%
9,570.32
Aaa/AA+
AA+

2.00 1.90
91282CGV7 UNITED STATES TREASURY 3.75
04/15/2026 2,000,000.00 03/20/20244.63%
1,965,703.13
1,965,703.13

98.27 4.65%
1,965,468.76
34,631.15

1.48%
(234.37)
Aaa/AA+
AA+

2.04 1.91
912828U24 UNITED STATES TREASURY 2.0
11/15/2026 3,000,000.00 09/13/20234.66%
2,767,031.25
2,767,031.25

93.88 4.50%
2,816,250.00
22,747.25

2.13%
49,218.75
Aaa/AA+
AA+

2.63 2.50
912828YX2 UNITED STATES TREASURY 1.75
12/31/2026 1,750,000.00 12/27/20233.96%
1,641,240.23
1,641,240.23

93.07 4.45%
1,628,730.46
7,740.38

1.23%
(12,509.77)
Aaa/AA+
AA+

2.75 2.63
91282CEF4 UNITED STATES TREASURY 2.5
03/31/2027 2,500,000.00 11/17/20224.02%
2,349,414.06
2,349,414.06

94.68 4.41%
2,366,992.20
170.76

1.79%
17,578.14
Aaa/AA+
AA+

3.00 2.81
91282CEW7 UNITED STATES TREASURY 3.25
06/30/2027 1,300,000.00 12/12/20223.87%
1,266,687.50
1,266,687.50

96.57 4.44%
1,255,414.06
10,678.57

0.95%
(11,273.44)
Aaa/AA+
AA+

3.25 3.02
91282CFB2 UNITED STATES TREASURY 2.75
07/31/2027 2,000,000.00 07/26/20234.30%
1,887,109.38
1,887,109.38

94.97 4.39%
1,899,375.00
9,217.03

1.43%
12,265.62
Aaa/AA+
AA+

3.33 3.13
91282CFH9 UNITED STATES TREASURY 3.125
08/31/2027 2,500,000.00 01/24/20233.65%
2,445,117.19
2,445,117.19

96.06 4.38%
2,401,562.50
6,793.48

1.81%
(43,554.69)
Aaa/AA+
AA+

3.42 3.19
39 575

Gain/Loss
Moody's/
S&P
Fitch
Maturity
Duration
91282CFM8 UNITED STATES TREASURY 4.125
09/30/2027 1,600,000.00 02/22/20234.19%
1,595,500.00
1,595,500.00

99.22 4.37%
1,587,562.50
180.33

1.20%
(7,937.50)
Aaa/AA+
AA+

3.50 3.16
9128283F5 UNITED STATES TREASURY 2.25
11/15/2027 1,400,000.00 06/07/20234.05%
1,298,937.50
1,298,937.50

93.02 4.35%
1,302,218.75
11,942.31

0.98%
3,281.25
Aaa/AA+
AA+

3.63 3.39
Total US Treasury 53,800,000.00 2.52%
52,589,111.35
52,589,111.35

96.24 4.80%
51,759,808.27
208,661.08

39.09%
(829,303.08)
Aaa/AA+
AA+

1.75 1.66
Total Portfolio 135,547,091.92 3.28%
133,715,957.28
133,715,957.28

96.61 4.92%
132,399,467.90
734,694.74
100.00%
(1,316,489.37)
Aa2/AAAA2.01

1.80 Total Market
Value + Accrued 133,134,162.64
40 576

HOLDINGS REPORT
Murrieta Liquidity | Account | As of March 31,2024
Cusip Security Description Par Value/
Units
Purchase Date
Purchase Yield
Cost Value
Book Value
Mkt Price
Mkt YTM
Market Value
Accrued Int.
% of Port.

Gain/Loss
Moody's/
S&P
Fitch
Maturity
Duration
CASH
CCYUSD Receivable 439.18 --

0.00%
439.18
439.18

1.00 0.00%
439.18

0.00 0.00%

0.00 Aaa/AAA
AAA

0.00 0.00
Total Cash 439.18 0.00%
439.18
439.18

1.00 0.00%
439.18

0.00 0.00%

0.00 Aaa/AAA
AAA

0.00 0.00

COMMERCIAL
PAPER
62479LDC6 MUFG Bank, Ltd., New York Branch
04/12/2024 2,000,000.00 09/13/20235.82%
1,933,886.67
1,933,886.67

99.78 5.30%
1,995,590.00

0.00 17.70%
61,703.33
P-1/A-1
NA

0.03 0.04
89233GEM4 Toyota Motor Credit Corporation
05/21/2024 2,000,000.00 10/02/20235.81%
1,927,876.67
1,927,876.67

99.20 5.33%
1,984,046.00

0.00 17.59%
56,169.33
P-1/A-1+
F1

0.14 0.14
Total Commercial
Paper 4,000,000.00 5.81%
3,861,763.34
3,861,763.34

99.49 5.31%
3,979,636.00

0.00 35.29%
117,872.66
P-1/AAA+0.09

0.09 MONEY MARKET
FUND
31846V567 FIRST AMER:GVT OBLG Z 106,208.82
--

5.17%
106,208.82
106,208.82

1.00 5.17%
106,208.82

0.00 0.94%

0.00 Aaa/
AAAm
AAA

0.00 0.00
Total Money
Market Fund 106,208.82 5.17%
106,208.82
106,208.82

1.00 5.17%
106,208.82

0.00 0.94%

0.00 Aaa/
AAAm
AAA

0.00 0.00

NEGOTIABLE CD
21684XH82 COÖPERATIEVE RABOBANK U.A.,
NEW YORK BRANCH 5.9 09/06/2024 2,000,000.00 09/13/20235.90% 1,999,872.84
1,999,872.84
100.22

5.13%
2,004,470.00
67,850.00

17.77%
4,597.16
P-1/A-1
F1+

0.44 0.44
Total Negotiable
CD 2,000,000.00
09/13/2023

5.90%
1,999,872.84
1,999,872.84
100.22

5.13%
2,004,470.00
67,850.00

17.77%
4,597.16
P-1/A-1
F1+

0.44 0.44

US TREASURY
912797HT7 UNITED STATES TREASURY
06/06/2024 2,500,000.00 03/06/20245.39%
2,466,933.51
2,466,933.51

99.04 5.39%
2,476,086.45

0.00 21.96%
9,152.94
P-1/A-1+
F1+

0.18 0.19
912797GB7 UNITED STATES TREASURY
07/11/2024 2,750,000.00 01/16/20245.20%
2,682,875.25
2,682,875.25

98.56 5.45%
2,710,304.90

0.00 24.03%
27,429.66
P-1/A-1+
F1+

0.28 0.28
41 577

Gain/Loss
Moody's/
S&P
Fitch
Maturity
Duration
Total US Treasury 5,250,000.00 5.29%
5,149,808.76
5,149,808.76

98.79 5.42%
5,186,391.36

0.00 45.99%
36,582.60
P-1/A-1+
F1+

0.23 0.24
Total Portfolio 11,356,648.00 5.58%
11,118,092.94
11,118,092.94

98.37 5.33%
11,277,145.36
67,850.00
100.00%
159,052.42
Aaa/AA
AA

0.22 0.22
Total Market
Value + Accrued 11,344,995.36
42 578
SECTION | Section 5 | Transactions
43 579
Transaction Ledger
As of January 31, 2024
City of Murrieta
Account
Transaction
Type
Settlement
Date CUSIP Quantity Security Description Price Acq/Disp Yield Amount
Interest
Pur/Sold Total Amount Gain/Loss

ACQUISITIONS
Purchase 01/02/2024 31846V567 17,500.00 First American Govt Obligation MMKT Class-Z

1.000 5.23% 17,500.00 0.00 17,500.00 0.00
Purchase 01/02/2024 31846V567 4,884.58 First American Govt Obligation MMKT Class-Z

1.000 5.23% 4,884.58 0.00 4,884.58 0.00
Purchase 01/06/2024 31846V567 4,246.88 First American Govt Obligation MMKT Class-Z

1.000 5.23% 4,246.88 0.00 4,246.88 0.00
Purchase 01/12/2024 31846V567 8,750.00 First American Govt Obligation MMKT Class-Z

1.000 5.23% 8,750.00 0.00 8,750.00 0.00
Purchase 01/15/2024 31846V567 1,875.00 First American Govt Obligation MMKT Class-Z

1.000 5.23% 1,875.00 0.00 1,875.00 0.00
Purchase 01/15/2024 31846V567 2,000,000.00 First American Govt Obligation MMKT Class-Z

1.000 5.23% 2,000,000.00 0.00 2,000,000.00 0.00
Purchase 01/16/2024 31846V567 970.67 First American Govt Obligation MMKT Class-Z

1.000 5.23% 970.67 0.00 970.67 0.00
Purchase 01/16/2024 31846V567 5,676.00 First American Govt Obligation MMKT Class-Z

1.000 5.23% 5,676.00 0.00 5,676.00 0.00
Purchase 01/16/2024 31846V567 2,556.63 First American Govt Obligation MMKT Class-Z

1.000 5.23% 2,556.63 0.00 2,556.63 0.00
Purchase 01/16/2024 31846V567 11,440.80 First American Govt Obligation MMKT Class-Z

1.000 5.23% 11,440.80 0.00 11,440.80 0.00
Purchase 01/16/2024 31846V567 10,847.97 First American Govt Obligation MMKT Class-Z

1.000 5.23% 10,847.97 0.00 10,847.97 0.00
Purchase 01/16/2024 31846V567 19,269.31 First American Govt Obligation MMKT Class-Z

1.000 5.23% 19,269.31 0.00 19,269.31 0.00
Purchase 01/16/2024 31846V567 44,424.79 First American Govt Obligation MMKT Class-Z

1.000 5.23% 44,424.79 0.00 44,424.79 0.00
Purchase 01/16/2024 31846V567 22,886.54 First American Govt Obligation MMKT Class-Z

1.000 5.23% 22,886.54 0.00 22,886.54 0.00
Purchase 01/16/2024 31846V567 14,784.12 First American Govt Obligation MMKT Class-Z

1.000 5.23% 14,784.12 0.00 14,784.12 0.00
Purchase 01/16/2024 31846V567 21,526.30 First American Govt Obligation MMKT Class-Z

1.000 5.23% 21,526.30 0.00 21,526.30 0.00
44 580
Transaction Ledger
As of January 31, 2024
City of Murrieta
Account
Transaction
Type
Settlement
Date CUSIP Quantity Security Description Price Acq/Disp Yield Amount
Interest
Pur/Sold Total Amount Gain/Loss

ACQUISITIONS
Purchase 01/16/2024 31846V567 44,185.64 First American Govt Obligation MMKT Class-Z

1.000 5.23% 44,185.64 0.00 44,185.64 0.00
Purchase 01/16/2024 31846V567 30,850.01 First American Govt Obligation MMKT Class-Z

1.000 5.23% 30,850.01 0.00 30,850.01 0.00
Purchase 01/17/2024 24422EXF1 1,000,000.00 John Deere Capital Corp

4.5% Due 1/8/2027

99.946 4.52% 999,460.00 1,125.00 1,000,585.00 0.00
Purchase 01/17/2024 31846V567 25,341.25 First American Govt Obligation MMKT Class-Z

1.000 5.23% 25,341.25 0.00 25,341.25 0.00
Purchase 01/17/2024 31846V567 865,000.00 First American Govt Obligation MMKT Class-Z

1.000 5.23% 865,000.00 0.00 865,000.00 0.00
Purchase 01/18/2024 31846V567 1,134.54 First American Govt Obligation MMKT Class-Z

1.000 5.23% 1,134.54 0.00 1,134.54 0.00
Purchase 01/19/2024 78016HZT0 1,245,000.00 ROYAL BANK OF CANADA Note

4.875% Due 1/19/2027

99.975 4.88% 1,244,688.75 0.00 1,244,688.75 0.00
Purchase 01/21/2024 31846V567 8,000.00 First American Govt Obligation MMKT Class-Z

1.000 5.23% 8,000.00 0.00 8,000.00 0.00
Purchase 01/22/2024 31846V567 1,255.33 First American Govt Obligation MMKT Class-Z

1.000 5.23% 1,255.33 0.00 1,255.33 0.00
Purchase 01/22/2024 31846V567 8,583.73 First American Govt Obligation MMKT Class-Z

1.000 5.23% 8,583.73 0.00 8,583.73 0.00
Purchase 01/22/2024 31846V567 17,316.44 First American Govt Obligation MMKT Class-Z

1.000 5.23% 17,316.44 0.00 17,316.44 0.00
Purchase 01/22/2024 31846V567 416,286.50 First American Govt Obligation MMKT Class-Z

1.000 5.23% 416,286.50 0.00 416,286.50 0.00
Purchase 01/25/2024 3133EPW68 1,400,000.00 FFCB Note

4.125% Due 1/22/2026

99.490 4.40% 1,392,860.00 481.25 1,393,341.25 0.00
Purchase 01/25/2024 31846V567 3,371.40 First American Govt Obligation MMKT Class-Z

1.000 5.23% 3,371.40 0.00 3,371.40 0.00
Purchase 01/25/2024 31846V567 4,421.67 First American Govt Obligation MMKT Class-Z

1.000 5.23% 4,421.67 0.00 4,421.67 0.00
Purchase 01/25/2024 31846V567 2,463.88 First American Govt Obligation MMKT Class-Z

1.000 5.23% 2,463.88 0.00 2,463.88 0.00
45 581
Transaction Ledger
As of January 31, 2024
City of Murrieta
Account
Transaction
Type
Settlement
Date CUSIP Quantity Security Description Price Acq/Disp Yield Amount
Interest
Pur/Sold Total Amount Gain/Loss

ACQUISITIONS
Purchase 01/25/2024 31846V567 2,702.50 First American Govt Obligation MMKT Class-Z

1.000 5.23% 2,702.50 0.00 2,702.50 0.00
Purchase 01/25/2024 31846V567 3,543.54 First American Govt Obligation MMKT Class-Z

1.000 5.23% 3,543.54 0.00 3,543.54 0.00
Purchase 01/25/2024 31846V567 3,319.79 First American Govt Obligation MMKT Class-Z

1.000 5.23% 3,319.79 0.00 3,319.79 0.00
Purchase 01/25/2024 31846V567 666.50 First American Govt Obligation MMKT Class-Z

1.000 5.23% 666.50 0.00 666.50 0.00
Purchase 01/25/2024 31846V567 33,486.09 First American Govt Obligation MMKT Class-Z

1.000 5.23% 33,486.09 0.00 33,486.09 0.00
Purchase 01/25/2024 31846V567 22,541.61 First American Govt Obligation MMKT Class-Z

1.000 5.23% 22,541.61 0.00 22,541.61 0.00
Purchase 01/25/2024 31846V567 4,191.70 First American Govt Obligation MMKT Class-Z

1.000 5.23% 4,191.70 0.00 4,191.70 0.00
Purchase 01/30/2024 31846V567 37,000.00 First American Govt Obligation MMKT Class-Z

1.000 5.21% 37,000.00 0.00 37,000.00 0.00
Purchase 01/31/2024 3130AYPN0 2,000,000.00 FHLB Note

4.125% Due 1/15/2027

99.778 4.21% 1,995,560.00 458.33 1,996,018.33 0.00
Purchase 01/31/2024 31846V567 68,750.00 First American Govt Obligation MMKT Class-Z

1.000 5.21% 68,750.00 0.00 68,750.00 0.00
Purchase 01/31/2024 31846V567 2,000,000.00 First American Govt Obligation MMKT Class-Z

1.000 5.21% 2,000,000.00 0.00 2,000,000.00 0.00
Subtotal 11,441,051.71 11,428,620.46 2,064.58 11,430,685.04 0.00 Short Sale 01/17/2024 31846V567 -1,000,585.00 First American Govt Obligation MMKT Class-Z

1.000 -1,000,585.00 0.00 -1,000,585.00 0.00
Short Sale 01/19/2024 31846V567 -1,244,688.75 First American Govt Obligation MMKT Class-Z

1.000 -1,244,688.75 0.00 -1,244,688.75 0.00
46 582
Transaction Ledger
As of January 31, 2024
City of Murrieta
Account
Transaction
Type
Settlement
Date CUSIP Quantity Security Description Price Acq/Disp Yield Amount
Interest
Pur/Sold Total Amount Gain/Loss

ACQUISITIONS
Short Sale 01/31/2024 31846V567 -1,996,018.33 First American Govt Obligation MMKT Class-Z

1.000 -1,996,018.33 0.00 -1,996,018.33 0.00
Subtotal -4,241,292.08 -4,241,292.08 0.00 -4,241,292.08 0.00 TOTAL ACQUISITIONS 7,199,759.63 7,187,328.38 2,064.58 7,189,392.96 0.00

DISPOSITIONS
Closing
Purchase
01/17/2024 31846V567 -1,000,585.00 First American Govt Obligation MMKT Class-Z

1.000 -1,000,585.00 0.00 -1,000,585.00 0.00
Closing
Purchase
01/19/2024 31846V567 -1,244,688.75 First American Govt Obligation MMKT Class-Z

1.000 -1,244,688.75 0.00 -1,244,688.75 0.00
Closing
Purchase
01/31/2024 31846V567 -1,996,018.33 First American Govt Obligation MMKT Class-Z

1.000 -1,996,018.33 0.00 -1,996,018.33 0.00
Subtotal -4,241,292.08 -4,241,292.08 0.00 -4,241,292.08 0.00 Sale 01/17/2024 31846V567 1,000,585.00 First American Govt Obligation MMKT Class-Z

1.000 5.23% 1,000,585.00 0.00 1,000,585.00 0.00
Sale 01/19/2024 31846V567 1,244,688.75 First American Govt Obligation MMKT Class-Z

1.000 5.23% 1,244,688.75 0.00 1,244,688.75 0.00
Sale 01/25/2024 31846V567 1,393,341.25 First American Govt Obligation MMKT Class-Z

1.000 5.23% 1,393,341.25 0.00 1,393,341.25 0.00
Sale 01/31/2024 31846V567 1,996,018.33 First American Govt Obligation MMKT Class-Z

1.000 5.21% 1,996,018.33 0.00 1,996,018.33 0.00
Subtotal 5,634,633.33 5,634,633.33 0.00 5,634,633.33 0.00 Paydown 01/16/2024 02582JJT8 0.00 American Express Credit Trust 2022-2 A

3.39% Due 5/17/2027
100.000 0.00 2,556.63 2,556.63 0.00
Paydown 01/16/2024 161571HT4 0.00 Chase Issuance Trust 23-A1 A

5.16% Due 9/15/2028
100.000 0.00 5,676.00 5,676.00 0.00
47 583
Transaction Ledger
As of January 31, 2024
City of Murrieta
Account
Transaction
Type
Settlement
Date CUSIP Quantity Security Description Price Acq/Disp Yield Amount
Interest
Pur/Sold Total Amount Gain/Loss

DISPOSITIONS
Paydown 01/16/2024 362554AC1 11,338.74 GM Financial Securitized Term 2021-4 100.000 11,338.74 102.06 11,440.80 0.29 A3

0.68% Due 9/16/2026
Paydown 01/16/2024 36265WAD5 0.00 GM Financial Securitized Auto 2022-3 100.000 0.00 970.67 970.67 0.00 A3

3.64% Due 4/16/2027
Paydown 01/16/2024 380146AC4 10,659.70 GM Financial Auto Receivables 2022-1 100.000 10,659.70 188.27 10,847.97 0.93 A3

1.26% Due 11/16/2026
Paydown 01/16/2024 44933LAC7 19,229.93 Hyundai Auto Receivables Trust 2021-A 100.000 19,229.93 39.38 19,269.31 2.02 A3

0.38% Due 9/15/2025
Paydown 01/16/2024 44934KAC8 44,294.50 Hyundai Auto Receivables Trust 2021-B 100.000 44,294.50 130.29 44,424.79 9.78 A3

0.38% Due 1/15/2026
Paydown 01/16/2024 47787JAC2 22,216.70 John Deere Owner Trust 2022-A A3 100.000 22,216.70 669.84 22,886.54 4.91

2.32% Due 9/16/2026
Paydown 01/16/2024 47788UAC6 14,753.78 John Deere Owner Trust 2021-A A3 100.000 14,753.78 30.34 14,784.12 2.83

0.36% Due 9/15/2025
Paydown 01/16/2024 47789QAC4 21,416.73 John Deere Owner Trust 2021-B A3 100.000 21,416.73 109.57 21,526.30 1.91

0.52% Due 3/16/2026
Paydown 01/16/2024 58769KAD6 44,170.92 Mercedes-Benz Auto Lease Trust 2021- 100.000 44,170.92 14.72 44,185.64 3.33 B A3

0.4% Due 11/15/2024
Paydown 01/16/2024 89240BAC2 30,816.17 Toyota Auto Receivables Owners 2021- 100.000 30,816.17 33.84 30,850.01 5.72 A A3

0.26% Due 5/15/2025
Paydown 01/18/2024 43815PAC3 0.00 Honda Auto Receivables 2022-2 A3 100.000 0.00 1,134.54 1,134.54 0.00

3.73% Due 7/20/2026
Paydown 01/22/2024 379929AD4 0.00 GM Financial Auto Leasing 2023-3 A3 100.000 0.00 1,255.33 1,255.33 0.00

5.38% Due 11/20/2026
Paydown 01/22/2024 43813GAC5 8,574.38 Honda Auto Receivables Trust 2021-1 100.000 8,574.38 9.35 8,583.73 0.16 A3

0.27% Due 4/21/2025
48 584
Transaction Ledger
As of January 31, 2024
City of Murrieta
Account
Transaction
Type
Settlement
Date CUSIP Quantity Security Description Price Acq/Disp Yield Amount
Interest
Pur/Sold Total Amount Gain/Loss

DISPOSITIONS
Paydown 01/22/2024 43815GAC3 17,147.87 Honda Auto Receivables Trust 2021-4 A3

0.88% Due 1/21/2026
100.000 17,147.87 168.57 17,316.44 3.61
Paydown 01/22/2024 92348KAV5 415,000.00 Verizon Master Trust 2022-5 A1A

3.72% Due 7/20/2027
100.000 415,000.00 1,286.50 416,286.50 18.26
Paydown 01/25/2024 05593AAC3 0.00 BMW Vehicle Lease Trust 2023-1 A3

5.16% Due 11/25/2025
100.000 0.00 666.50 666.50 0.00
Paydown 01/25/2024 05601XAC3 33,408.63 BMW Vehicle Lease Trust 2022-1 A3

1.1% Due 3/25/2025
100.000 33,408.63 77.46 33,486.09 4.99
Paydown 01/25/2024 05602RAD3 21,627.56 BMW Vehicle Owner Trust 2022-A A3

3.21% Due 8/25/2026
100.000 21,627.56 914.05 22,541.61 1.12
Paydown 01/25/2024 3137BM7C4 0.00 FHLMC K051 A2

3.308% Due 9/25/2025
100.000 0.00 3,371.40 3,371.40 0.00
Paydown 01/25/2024 3137BSP72 0.00 FHLMC K058 A2

2.653% Due 8/25/2026
100.000 0.00 4,421.67 4,421.67 0.00
Paydown 01/25/2024 3137BTUM1 1,685.20 FHLMC K061 A2

3.347% Due 11/25/2026
100.000 1,685.20 2,506.50 4,191.70 60.50
Paydown 01/25/2024 3137BVZ82 0.00 FHLMC K063

3.43% Due 1/25/2027
100.000 0.00 2,463.88 2,463.88 0.00
Paydown 01/25/2024 3137F1G44 0.00 FHLMC K065 A2

3.243% Due 4/25/2027
100.000 0.00 2,702.50 2,702.50 0.00
Paydown 01/25/2024 3137F4X72 0.00 FHLMC K075 A2

3.65% Due 2/25/2028
100.000 0.00 3,543.54 3,543.54 0.00
Paydown 01/25/2024 3137FBU79 0.00 FHLMC K069 A2

3.187% Due 9/25/2027
100.000 0.00 3,319.79 3,319.79 0.00
Subtotal 716,340.81 716,340.81 38,363.19 754,704.00 120.36 Maturity 01/15/2024 91282CBE0 2,000,000.00 US Treasury Note

0.125% Due 1/15/2024
100.000 2,000,000.00 0.00 2,000,000.00 7,109.37
Maturity 01/17/2024 24422EVN6 865,000.00 John Deere Capital Corp Note

0.45% Due 1/17/2024
100.000 865,000.00 0.00 865,000.00 614.15
49 585
Transaction Ledger
As of January 31, 2024
City of Murrieta
Account
Transaction
Type
Settlement
Date CUSIP Quantity Security Description Price Acq/Disp Yield Amount
Interest
Pur/Sold Total Amount Gain/Loss

DISPOSITIONS
Maturity 01/31/2024 9128285Z9 2,000,000.00 US Treasury Note

2.5% Due 1/31/2024
100.000 2,000,000.00 0.00 2,000,000.00 -65,631.70
Subtotal 4,865,000.00 4,865,000.00 0.00 4,865,000.00 -57,908.18 Security
Withdrawal
01/29/2024 31846V567 369.00 First American Govt Obligation MMKT Class-Z

1.000 369.00 0.00 369.00 0.00
Subtotal 369.00 369.00 0.00 369.00 0.00
TOTAL DISPOSITIONS 6,975,051.06 6,975,051.06 38,363.19 7,013,414.25 -57,787.82

OTHER TRANSACTIONS
Interest 01/02/2024 3135G0V75 2,000,000.00 FNMA Note

1.75% Due 7/2/2024

0.000 17,500.00 0.00 17,500.00 0.00
Interest 01/06/2024 3133ENKS8 755,000.00 FFCB Note

1.125% Due 1/6/2025

0.000 4,246.88 0.00 4,246.88 0.00
Interest 01/12/2024 459058KT9 500,000.00 Intl. Bank Recon & Development Note

3.5% Due 7/12/2028

0.000 8,750.00 0.00 8,750.00 0.00
Interest 01/15/2024 79466LAG9 200,000.00 Salesforce.com Inc Callable Note Cont 7/15/2022

0.625% Due 7/15/2024

0.000 625.00 0.00 625.00 0.00
Interest 01/15/2024 91282CBE0 2,000,000.00 US Treasury Note

0.125% Due 1/15/2024

0.000 1,250.00 0.00 1,250.00 0.00
Interest 01/17/2024 24422EVN6 865,000.00 John Deere Capital Corp Note

0.45% Due 1/17/2024

0.000 1,946.25 0.00 1,946.25 0.00
Interest 01/17/2024 61747YET8 1,000,000.00 Morgan Stanley Callable Note Cont 7/17/2025

4.679% Due 7/17/2026

0.000 23,395.00 0.00 23,395.00 0.00
Interest 01/21/2024 78016EYM3 1,000,000.00 Royal Bank of Canada Note

1.6% Due 1/21/2025

0.000 8,000.00 0.00 8,000.00 0.00
Interest 01/30/2024 3133EPZY4 2,000,000.00 FFCB Note
5% Due 7/30/2026

0.000 25,000.00 0.00 25,000.00 0.00
50 586
Transaction Ledger
As of January 31, 2024
City of Murrieta
Account
Transaction
Type
Settlement
Date CUSIP Quantity Security Description Price Acq/Disp Yield Amount
Interest
Pur/Sold Total Amount Gain/Loss

OTHER TRANSACTIONS
Interest 01/30/2024 91159HHX1 1,000,000.00 US Bancorp Callable Note Cont 6/28/2024

2.4% Due 7/30/2024

0.000 12,000.00 0.00 12,000.00 0.00
Interest 01/31/2024 9128285Z9 2,000,000.00 US Treasury Note

2.5% Due 1/31/2024

0.000 25,000.00 0.00 25,000.00 0.00
Interest 01/31/2024 912828Z52 2,000,000.00 US Treasury Note

1.375% Due 1/31/2025

0.000 13,750.00 0.00 13,750.00 0.00
Interest 01/31/2024 91282CAB7 2,000,000.00 US Treasury Note

0.25% Due 7/31/2025

0.000 2,500.00 0.00 2,500.00 0.00
Interest 01/31/2024 91282CFB2 2,000,000.00 US Treasury Note

2.75% Due 7/31/2027

0.000 27,500.00 0.00 27,500.00 0.00
Subtotal 19,320,000.00 171,463.13 0.00 171,463.13 0.00
Dividend 01/02/2024 31846V567 90,320.00 First American Govt Obligation MMKT Class-Z

0.000 4,884.58 0.00 4,884.58 0.00
Subtotal 90,320.00 4,884.58 0.00 4,884.58 0.00
TOTAL OTHER TRANSACTIONS 19,410,320.00 176,347.71 0.00 176,347.71 0.00 51 587

ACQUISITIONS
Purchase 02/02/2024 31846V567 799,547.07 FIRST AMER:GVT OBLG Z 1.000 5.20% (799,547.07) 0.00 (799,547.07) 0.00 Purchase 02/06/2024 31846V567 1,879,518.30 FIRST AMER:GVT OBLG Z 1.000 5.19% (1,879,518.30) 0.00 (1,879,518.30) 0.00 Purchase 02/09/2024 31846V567 612.50 FIRST AMER:GVT OBLG Z 1.000 5.19% (612.50) 0.00 (612.50) 0.00 Purchase 02/12/2024 31846V567 61,706.25 FIRST AMER:GVT OBLG Z 1.000 5.19% (61,706.25) 0.00 (61,706.25) 0.00 Purchase 02/13/2024 009158AY2 1,500,000.00

AIR PRODUCTS AND
CHEMICALS INC 1.85
05/15/2027

91.463 4.71% (1,371,945.00) (6,783.33) (1,378,728.33) 0.00 Purchase 02/14/2024 31846V567 64,612.50 FIRST AMER:GVT OBLG Z 1.000 5.19% (64,612.50) 0.00 (64,612.50) 0.00 Purchase 02/15/2024 36269FAD8 455,000.00 GMALT 2024-1 A3 5.09 03/22/2027 99.988 5.09% (454,943.13) 0.00 (454,943.13) 0.00 Purchase 02/16/2024 31846V567 11,428.55 FIRST AMER:GVT OBLG Z 1.000 5.19% (11,428.55) 0.00 (11,428.55) 0.00 Purchase 02/16/2024 31846V567 11,679.53 FIRST AMER:GVT OBLG Z 1.000 5.19% (11,679.53) 0.00 (11,679.53) 0.00 Purchase 02/20/2024 31846V567 30,019.87 FIRST AMER:GVT OBLG Z 1.000 5.13% (30,019.87) 0.00 (30,019.87) 0.00 Purchase 02/21/2024 31846V567 25,725.25 FIRST AMER:GVT OBLG Z 1.000 5.19% (25,725.25) 0.00 (25,725.25) 0.00 Purchase 02/21/2024 437918AC9 1,250,000.00 HAROT 2024-1 A3 5.21 08/15/2028 99.996 5.21% (1,249,945.63) 0.00 (1,249,945.63) 0.00 Purchase 02/23/2024 31846V567 2,038,550.00 FIRST AMER:GVT OBLG Z 1.000 5.18% (2,038,550.00) 0.00 (2,038,550.00) 0.00 Purchase 02/26/2024 31846V567 53,356.41 FIRST AMER:GVT OBLG Z 1.000 5.18% (53,356.41) 0.00 (53,356.41) 0.00 Purchase 02/26/2024 31846V567 24,015.45 FIRST AMER:GVT OBLG Z 1.000 5.18% (24,015.45) 0.00 (24,015.45) 0.00 Purchase 02/29/2024 31846V567 47,062.50 FIRST AMER:GVT OBLG Z 1.000 5.20% (47,062.50) 0.00 (47,062.50) 0.00 Purchase 03/04/2024 17275RBQ4 1,500,000.00 CISCO SYSTEMS INC 4.8 02/26/2027 100.054 4.78% (1,500,810.00) (1,600.00) (1,502,410.00) 0.00 Total Purchase 9,752,834.18 (9,625,477.94) (8,383.33) (9,633,861.27) 0.00 TOTAL ACQUISITIONS 9,752,834.18 (9,625,477.94) (8,383.33) (9,633,861.27) 0.00

DISPOSITIONS
Maturity 02/02/2024 69371RR24 (795,000.00) PACCAR FINANCIAL CORP 0.35 02/02/2024 100.000 0.35% 795,000.00 0.00 795,000.00 922.20 Maturity 02/06/2024 594918BX1 (1,850,000.00) MICROSOFT CORP 2.875 02/06/2024 100.000 2.88% 1,850,000.00 0.00 1,850,000.00 (64,361.50) 52 588

FEDERAL FARM CREDIT
BANKS FUNDING CORP 2.23
02/23/2024
100.000 2.23% 2,000,000.00 0.00 2,000,000.00 (22,820.00) Total Maturity (4,645,000.00) 4,645,000.00 0.00 4,645,000.00 (86,259.30) Sale 02/13/2024 31846V567 (1,378,728.33) FIRST AMER:GVT OBLG Z 1.000 5.19% 1,378,728.33 0.00 1,378,728.33 (0.00) Sale 02/15/2024 31846V567 (267,256.92) FIRST AMER:GVT OBLG Z 1.000 5.19% 267,256.92 0.00 267,256.92 0.00 Sale 02/21/2024 31846V567 (1,249,945.63) FIRST AMER:GVT OBLG Z 1.000 5.19% 1,249,945.63 0.00 1,249,945.63 0.00 Total Sale (2,895,930.88) 2,895,930.88 0.00 2,895,930.88 (0.00) TOTAL DISPOSITIONS (7,540,930.88) 7,540,930.88 0.00 7,540,930.88 (86,259.30) OTHER

TRANSACTIONS
Coupon 02/01/2024 3137BM7C4 0.00 FHMS K-051 A2 3.308
09/25/2025 3.30% 3,371.40 0.00 3,371.40 0.00
Coupon 02/01/2024 3137BSP72 0.00 FHMS K-058 A2 2.653
08/25/2026 4.27% 4,421.67 0.00 4,421.67 0.00
Coupon 02/01/2024 3137BTUM1 0.00 FHMS K-061 A2 3.347
11/25/2026 4.63% 2,501.80 0.00 2,501.80 0.00
Coupon 02/01/2024 3137BVZ82 0.00 FHMS K-063 A2 3.43
01/25/2027 4.28% 2,463.88 0.00 2,463.88 0.00
Coupon 02/01/2024 3137F1G44 0.00 FHMS K-065 A2 3.243
04/25/2027 4.02% 2,702.50 0.00 2,702.50 0.00
Coupon 02/01/2024 3137FBU79 0.00 FHMS K-069 A2 3.187
09/25/2027 4.29% 3,319.79 0.00 3,319.79 0.00
Coupon 02/01/2024 3137F4X72 0.00 FHMS K-075 A2 3.65
02/25/2028 4.93% 3,543.54 0.00 3,543.54 0.00
Coupon 02/02/2024 69371RR24 0.00 PACCAR FINANCIAL CORP 0.35 02/02/2024 0.35% 1,391.25 0.00 1,391.25 0.00
Coupon 02/06/2024 594918BX1 0.00 MICROSOFT CORP 2.875
02/06/2024 2.88% 26,593.75 0.00 26,593.75 0.00
Coupon 02/06/2024 857477BR3 0.00 STATE STREET CORP 1.746 02/06/2026 1.75% 2,924.55 0.00 2,924.55 0.00
Coupon 02/09/2024 69371RR40 0.00 PACCAR FINANCIAL CORP 0.5 08/09/2024 0.52% 612.50 0.00 612.50 0.00
53 589

TRANSACTION LEDGER
City of Murrieta | Account | Asof February29,2024
Transaction Type Settlement
Date CUSIP Quantity Security Description Price Acq/DispYield Amount Interest Pur/Sold Total Amount Gain/Loss Coupon 02/10/2024 69371RS56 0.00 PACCAR FINANCIAL CORP 5.05 08/10/2026 4.99% 36,612.50 0.00 36,612.50 0.00
Coupon 02/12/2024 14913R2Z9 0.00

CATERPILLAR FINANCIAL
SERVICES CORP 3.65
08/12/2025

3.69% 25,093.75 0.00 25,093.75 0.00
Coupon 02/14/2024 3133ENPG9 0.00

FEDERAL FARM CREDIT
BANKS FUNDING CORP 1.75
02/14/2025

1.82% 10,500.00 0.00 10,500.00 0.00
Coupon 02/14/2024 3133EPSW6 0.00

FEDERAL FARM CREDIT
BANKS FUNDING CORP 4.5
08/14/2026

4.58% 54,112.50 0.00 54,112.50 0.00
Coupon 02/15/2024 26442UAA2 0.00 DUKE ENERGY PROGRESS LLC

3.25 08/15/2025 3.57% 16,250.00 0.00 16,250.00 0.00
Coupon 02/15/2024 89240BAC2 0.00 TAOT 2021-A A3 0.26
05/15/2025 0.26% 27.17 0.00 27.17 0.00
Coupon 02/15/2024 47788UAC6 0.00 JDOT 2021 A3 0.36 09/15/2025 0.36% 25.91 0.00 25.91 0.00 Coupon 02/15/2024 44933LAC7 0.00 HART 2021-A A3 0.38
09/15/2025 0.38% 33.29 0.00 33.29 0.00
Coupon 02/15/2024 47789QAC4 0.00 JDOT 2021-B A3 0.52
03/16/2026 0.52% 100.29 0.00 100.29 0.00
Coupon 02/15/2024 44934KAC8 0.00 HART 2021-B A3 0.38
01/15/2026 0.38% 116.26 0.00 116.26 0.00
Coupon 02/15/2024 91282CCT6 0.00 UNITED STATES TREASURY

0.375 08/15/2024 0.46% 3,750.00 0.00 3,750.00 0.00
Coupon 02/15/2024 47787JAC2 0.00 JDOT 2022 A3 0.36 09/15/2026 2.33% 626.88 0.00 626.88 0.00 Coupon 02/15/2024 161571HT4 0.00 CHAIT 2023-1 A 5.16
09/15/2028 5.17% 5,676.00 0.00 5,676.00 0.00
Coupon 02/15/2024 02582JJT8 0.00 AMXCA 2022-2 A 05/17/2027 3.40% 2,556.63 0.00 2,556.63 0.00 Coupon 02/16/2024 362554AC1 0.00 GMCAR 2021-4 A3 0.68
09/16/2026 0.68% 95.64 0.00 95.64 0.00
Coupon 02/16/2024 380146AC4 0.00 GMCAR 2022-1 A3 1.23
11/16/2026 1.26% 177.07 0.00 177.07 0.00
Coupon 02/16/2024 36265WAD5 0.00 GMCAR 2022-3 A3 3.64
04/16/2027 3.64% 970.67 0.00 970.67 0.00
54 590

TRANSACTION LEDGER
City of Murrieta | Account | Asof February29,2024
Transaction Type Settlement
Date CUSIP Quantity Security Description Price Acq/DispYield Amount Interest Pur/Sold Total Amount Gain/Loss Coupon 02/18/2024 43815PAC3 0.00 HAROT 2022-2 A3 3.73
07/20/2026 3.73% 1,134.54 0.00 1,134.54 0.00
Coupon 02/18/2024 06428CAA2 0.00 BANK OF AMERICA NA 5.526 08/18/2026 5.57% 27,630.00 0.00 27,630.00 0.00
Coupon 02/20/2024 379929AD4 0.00 GMALT 2023-3 A3 5.38
11/20/2026 5.38% 1,255.33 0.00 1,255.33 0.00
Coupon 02/21/2024 43813GAC5 0.00 HAROT 2021-1 A3 0.27
04/21/2025 0.27% 7.43 0.00 7.43 0.00
Coupon 02/21/2024 43815GAC3 0.00 HAROT 2021-4 A3 0.88
01/21/2026 0.89% 155.99 0.00 155.99 0.00
Coupon 02/23/2024 037833BY5 0.00 APPLE INC 3.25 02/23/2026 4.72% 16,250.00 0.00 16,250.00 0.00 Coupon 02/23/2024 3133EKMX1 0.00

FEDERAL FARM CREDIT
BANKS FUNDING CORP 2.23
02/23/2024

2.23% 22,300.00 0.00 22,300.00 0.00
Coupon 02/25/2024 05601XAC3 0.00 BMWLT 2022-1 A3 1.03
03/25/2025 1.10% 46.83 0.00 46.83 0.00
Coupon 02/25/2024 05602RAD3 0.00 BMWOT 2022-A A3 3.21
08/25/2026 3.21% 856.19 0.00 856.19 0.00
Coupon 02/25/2024 05593AAC3 0.00 BMWLT 2023-1 A3 5.16
11/25/2025 5.16% 666.50 0.00 666.50 0.00
Coupon 02/29/2024 912828ZC7 0.00 UNITED STATES TREASURY

1.125 02/28/2025 1.59% 6,750.00 0.00 6,750.00 0.00
Coupon 02/29/2024 91282CAJ0 0.00 UNITED STATES TREASURY 0.25 08/31/2025 2.42% 1,250.00 0.00 1,250.00 0.00
Coupon 02/29/2024 91282CFH9 0.00 UNITED STATES TREASURY

3.125 08/31/2027 3.65% 39,062.50 0.00 39,062.50 0.00
Total Coupon 0.00 327,936.50 0.00 327,936.50 0.00
Custody Fee 02/26/2024 CCYUSD (373.00) Cash 0.00% (373.00) 0.00 (373.00) 0.00 Total Custody Fee (373.00) (373.00) 0.00 (373.00) 0.00
Dividend 02/29/2024 31846V567 0.00 FIRST AMER:GVT OBLG Z 5.20% 342.55 0.00 7,641.55 0.00 Total Dividend 0.00 342.55 0.00 7,641.55 0.00
Principal Paydown 02/01/2024 3137BTUM1 1,690.87 FHMS K-061 A2 3.347 11/25/2026 4.66% 1,690.87 -- 1,690.87 60.70
55 591

TRANSACTION LEDGER
City of Murrieta | Account | Asof February29,2024
Transaction Type Settlement
Date CUSIP Quantity Security Description Price Acq/DispYield Amount Interest Pur/Sold Total Amount Gain/Loss Principal Paydown 02/15/2024 89240BAC2 31,984.37 TAOT 2021-A A3 0.26 05/15/2025 0.26% 31,984.37 -- 31,984.37 5.94
Principal Paydown 02/15/2024 47788UAC6 12,877.99 JDOT 2021 A3 0.36 09/15/2025 0.36% 12,877.99 -- 12,877.99 2.47 Principal Paydown 02/15/2024 44933LAC7 19,044.19 HART 2021-A A3 0.38 09/15/2025 0.38% 19,044.19 -- 19,044.19 2.00
Principal Paydown 02/15/2024 44934KAC8 43,034.12 HART 2021-B A3 0.38 01/15/2026 0.38% 43,034.12 -- 43,034.12 9.50
Principal Paydown 02/15/2024 47789QAC4 26,979.28 JDOT 2021-B A3 0.52 03/16/2026 0.52% 26,979.28 -- 26,979.28 2.41
Principal Paydown 02/15/2024 47787JAC2 24,603.83 JDOT 2022 A3 0.36 09/15/2026 2.33% 24,603.83 -- 24,603.83 5.44 Principal Paydown 02/16/2024 362554AC1 11,332.91 GMCAR 2021-4 A3 0.68 09/16/2026 0.68% 11,332.91 -- 11,332.91 0.29
Principal Paydown 02/16/2024 380146AC4 10,531.79 GMCAR 2022-1 A3 1.23 11/16/2026 1.26% 10,531.79 -- 10,531.79 0.91
Principal Paydown 02/21/2024 43813GAC5 8,493.73 HAROT 2021-1 A3 0.27 04/21/2025 0.27% 8,493.73 -- 8,493.73 0.16
Principal Paydown 02/21/2024 43815GAC3 17,068.10 HAROT 2021-4 A3 0.88 01/21/2026 0.89% 17,068.10 -- 17,068.10 3.60
Principal Paydown 02/25/2024 05601XAC3 30,296.54 BMWLT 2022-1 A3 1.03 03/25/2025 1.10% 30,296.54 -- 30,296.54 4.53
Principal Paydown 02/25/2024 05602RAD3 21,863.35 BMWOT 2022-A A3 3.21 08/25/2026 3.21% 21,863.35 -- 21,863.35 1.14
Total Principal
Paydown 259,801.07 259,801.07 -- 259,801.07 99.09

TOTAL OTHER
TRANSACTIONS 259,428.07 587,707.12 0.00 595,006.12 99.09 56 592

ACQUISITIONS
Purchase 03/11/2024 31846V567 104,064.62 FIRST AMER:GVT OBLG Z 1.000 5.18% (104,064.62) 0.00 (104,064.62) 0.00 Purchase 03/11/2024 31846V567 21,388.50 FIRST AMER:GVT OBLG Z 1.000 5.18% (21,388.50) 0.00 (21,388.50) 0.00 Purchase 03/15/2024 31846V567 2,171,150.47 FIRST AMER:GVT OBLG Z 1.000 5.18% (2,171,150.47) 0.00 (2,171,150.47) 0.00 Purchase 03/18/2024 857477CL5 1,210,000.00 STATE STREET CORP 4.993 03/18/2027 100.000 4.99% (1,210,000.00) 0.00 (1,210,000.00) 0.00 Purchase 03/18/2024 31846V567 24,228.77 FIRST AMER:GVT OBLG Z 1.000 5.18% (24,228.77) 0.00 (24,228.77) 0.00 Purchase 03/19/2024 47800RAD5 335,000.00 JDOT 2024 A3 4.96 11/15/2028 99.994 0.00% (334,981.24) 0.00 (334,981.24) 0.00 Purchase 03/20/2024 31846V567 3,506.95 FIRST AMER:GVT OBLG Z 1.000 5.18% (3,506.95) 0.00 (3,506.95) 0.00 Purchase 03/21/2024 91282CGV7 2,000,000.00 UNITED STATES TREASURY 3.75 04/15/2026 98.285 4.63% (1,965,703.13) (32,377.05) (1,998,080.18) 0.00 Purchase 03/21/2024 31846V567 24,687.30 FIRST AMER:GVT OBLG Z 1.000 5.19% (24,687.30) 0.00 (24,687.30) 0.00 Purchase 03/22/2024 31846V567 45,000.00 FIRST AMER:GVT OBLG Z 1.000 5.19% (45,000.00) 0.00 (45,000.00) 0.00 Purchase 03/25/2024 31846V567 45,028.96 FIRST AMER:GVT OBLG Z 1.000 5.19% (45,028.96) 0.00 (45,028.96) 0.00 Purchase 03/25/2024 31846V567 25,665.89 FIRST AMER:GVT OBLG Z 1.000 5.19% (25,665.89) 0.00 (25,665.89) 0.00 Total Purchase 6,009,721.46 (5,975,405.83) (32,377.05) (6,007,782.88) 0.00 TOTAL ACQUISITIONS 6,009,721.46 (5,975,405.83) (32,377.05) (6,007,782.88) 0.00

DISPOSITIONS
Maturity 03/03/2024 166764BT6 (900,000.00) CHEVRON CORP 2.895 03/03/2024 100.000 2.90% 900,000.00 0.00 900,000.00 (35,334.00) Maturity 03/15/2024 91282CBR1 (2,000,000.00) UNITED STATES TREASURY 0.25 03/15/2024 100.000 0.25% 2,000,000.00 0.00 2,000,000.00 8,125.00 Maturity 03/18/2024 808513BN4 (575,000.00) CHARLES SCHWAB CORP 0.75 03/18/2024 100.000 0.75% 575,000.00 0.00 575,000.00 287.50 Total Maturity (3,475,000.00) 3,475,000.00 0.00 3,475,000.00 (26,921.50) Sale 03/04/2024 31846V567 (581,740.95) FIRST AMER:GVT OBLG Z 1.000 5.17% 581,740.95 0.00 581,740.95 0.00 Sale 03/18/2024 31846V567 (618,857.12) FIRST AMER:GVT OBLG Z 1.000 5.18% 618,857.12 0.00 618,857.12 0.00 Sale 03/19/2024 31846V567 (334,981.24) FIRST AMER:GVT OBLG Z 1.000 5.18% 334,981.24 0.00 334,981.24 0.00 Sale 03/21/2024 31846V567 (1,998,080.18) FIRST AMER:GVT OBLG Z 1.000 5.19% 1,998,080.18 0.00 1,998,080.18 0.00 Sale 03/26/2024 31846V567 (318.00) FIRST AMER:GVT OBLG Z 1.000 5.19% 318.00 0.00 318.00 0.00 Total Sale (3,533,977.49) 3,533,977.49 0.00 3,533,977.49 0.00 57 593

TRANSACTIONS
Coupon 03/01/2024 3137BM7C4 0.00 FHMS K-051 A2 3.308
09/25/2025 3.30% 3,371.40 0.00 3,371.40 0.00
Coupon 03/01/2024 3137BSP72 0.00 FHMS K-058 A2 2.653
08/25/2026 4.27% 4,421.67 0.00 4,421.67 0.00
Coupon 03/01/2024 3137BTUM1 0.00 FHMS K-061 A2 3.347
11/25/2026 4.66% 2,497.08 0.00 2,497.08 0.00
Coupon 03/01/2024 3137BVZ82 0.00 FHMS K-063 A2 3.43
01/25/2027 4.30% 2,463.88 0.00 2,463.88 0.00
Coupon 03/01/2024 3137F1G44 0.00 FHMS K-065 A2 3.243
04/25/2027 4.02% 2,702.50 0.00 2,702.50 0.00
Coupon 03/01/2024 3137FBU79 0.00 FHMS K-069 A2 3.187
09/25/2027 4.32% 3,319.79 0.00 3,319.79 0.00
Coupon 03/01/2024 3137F4X72 0.00 FHMS K-075 A2 3.65
02/25/2028 4.95% 3,543.54 0.00 3,543.54 0.00
Coupon 03/03/2024 166764BT6 0.00 CHEVRON CORP 2.895
03/03/2024 2.90% 13,027.50 0.00 13,027.50 0.00
Coupon 03/11/2024 3130AWTQ3 0.00 FEDERAL HOME LOAN BANKS

4.625 09/11/2026 4.81% 125,453.12 0.00 125,453.12 0.00
Coupon 03/14/2024 06051GJY6 0.00 BANK OF AMERICA CORP 5.72 06/14/2024 5.75% 13,986.63 0.00 13,986.63 0.00
Coupon 03/15/2024 89240BAC2 0.00 TAOT 2021-A A3 0.26
05/15/2025 0.26% 20.24 0.00 20.24 0.00
Coupon 03/15/2024 47788UAC6 0.00 JDOT 2021 A3 0.36 09/15/2025 0.36% 22.05 0.00 22.05 0.00 Coupon 03/15/2024 91282CBR1 0.00 UNITED STATES TREASURY 0.25 03/15/2024 0.25% 2,500.00 0.00 2,500.00 0.00
Coupon 03/15/2024 44933LAC7 0.00 HART 2021-A A3 0.38
09/15/2025 0.38% 27.26 0.00 27.26 0.00
Coupon 03/15/2024 47789QAC4 0.00 JDOT 2021-B A3 0.52
03/16/2026 0.52% 88.60 0.00 88.60 0.00
58 594

TRANSACTION LEDGER
City ofMurrieta | Account | AsofMarch 31,2024
Transaction Type Settlement
Date CUSIP Quantity Security Description Price Acq/DispYield Amount Interest Pur/Sold Total Amount Gain/Loss Coupon 03/15/2024 44934KAC8 0.00 HART 2021-B A3 0.38
01/15/2026 0.38% 102.63 0.00 102.63 0.00
Coupon 03/15/2024 91282CCX7 0.00 UNITED STATES TREASURY

0.375 09/15/2024 0.44% 3,375.00 0.00 3,375.00 0.00
Coupon 03/15/2024 47787JAC2 0.00 JDOT 2022 A3 0.36 09/15/2026 2.33% 579.32 0.00 579.32 0.00 Coupon 03/15/2024 437076CR1 0.00 HOME DEPOT INC 4.0
09/15/2025 4.13% 20,000.00 0.00 20,000.00 0.00
Coupon 03/15/2024 161571HT4 0.00 CHAIT 2023-1 A 5.16
09/15/2028 5.17% 5,676.00 0.00 5,676.00 0.00
Coupon 03/15/2024 437918AC9 0.00 HAROT 2024-1 A3 5.21
08/15/2028 5.21% 4,341.67 0.00 4,341.67 0.00
Coupon 03/15/2024 02582JJT8 0.00 AMXCA 2022-2 A 05/17/2027 3.40% 2,556.63 0.00 2,556.63 0.00 Coupon 03/16/2024 362554AC1 0.00 GMCAR 2021-4 A3 0.68
09/16/2026 0.68% 89.21 0.00 89.21 0.00
Coupon 03/16/2024 380146AC4 0.00 GMCAR 2022-1 A3 1.23
11/16/2026 1.26% 166.01 0.00 166.01 0.00
Coupon 03/16/2024 36265WAD5 0.00 GMCAR 2022-3 A3 3.64
04/16/2027 3.64% 970.67 0.00 970.67 0.00
Coupon 03/18/2024 808513BN4 0.00 CHARLES SCHWAB CORP 0.75 03/18/2024 0.75% 2,156.25 0.00 2,156.25 0.00
Coupon 03/18/2024 43815PAC3 0.00 HAROT 2022-2 A3 3.73
07/20/2026 3.73% 1,134.54 0.00 1,134.54 0.00
Coupon 03/20/2024 379929AD4 0.00 GMALT 2023-3 A3 5.38
11/20/2026 5.38% 1,255.33 0.00 1,255.33 0.00
Coupon 03/20/2024 36269FAD8 0.00 GMALT 2024-1 A3 5.09
03/22/2027 5.09% 2,251.62 0.00 2,251.62 0.00
Coupon 03/21/2024 43813GAC5 0.00 HAROT 2021-1 A3 0.27
04/21/2025 0.27% 5.51 0.00 5.51 0.00
Coupon 03/21/2024 43815GAC3 0.00 HAROT 2021-4 A3 0.88
01/21/2026 0.89% 143.47 0.00 143.47 0.00
Coupon 03/22/2024 3133EPWK7 0.00

FEDERAL FARM CREDIT
BANKS FUNDING CORP 4.5
09/22/2028

4.71% 45,000.00 0.00 45,000.00 0.00
59 595

INTER-AMERICAN
DEVELOPMENT BANK 0.5
09/23/2024

0.52% 3,962.50 0.00 3,962.50 0.00
Coupon 03/25/2024 05601XAC3 0.00 BMWLT 2022-1 A3 1.03
03/25/2025 1.10% 19.06 0.00 19.06 0.00
Coupon 03/25/2024 05602RAD3 0.00 BMWOT 2022-A A3 3.21
08/25/2026 3.21% 797.71 0.00 797.71 0.00
Coupon 03/25/2024 05593AAC3 0.00 BMWLT 2023-1 A3 5.16
11/25/2025 5.16% 666.50 0.00 666.50 0.00
Coupon 03/31/2024 9128285C0 0.00 UNITED STATES TREASURY 3.0 09/30/2025 2.90% 48,750.00 0.00 48,750.00 0.00
Coupon 03/31/2024 9128286L9 0.00 UNITED STATES TREASURY 2.25 03/31/2026 3.74% 28,125.00 0.00 28,125.00 0.00
Coupon 03/31/2024 912828ZF0 0.00 UNITED STATES TREASURY 0.5 03/31/2025 0.54% 5,000.00 0.00 5,000.00 0.00
Coupon 03/31/2024 91282CEF4 0.00 UNITED STATES TREASURY 2.5 03/31/2027 4.02% 31,250.00 0.00 31,250.00 0.00
Coupon 03/31/2024 91282CFM8 0.00 UNITED STATES TREASURY

4.125 09/30/2027 4.19% 33,000.00 0.00 33,000.00 0.00
Total Coupon 0.00 418,819.89 0.00 418,819.89 0.00
Custody Fee 03/26/2024 CCYUSD (318.00) Cash 0.00% (318.00) 0.00 (318.00) 0.00 Total Custody Fee (318.00) (318.00) 0.00 (318.00) 0.00
Dividend 03/31/2024 31846V567 0.00 FIRST AMER:GVT OBLG Z 5.19% 9,146.55 0.00 9,146.55 0.00 Total Dividend 0.00 9,146.55 0.00 9,146.55 0.00
Principal Paydown 03/01/2024 3137BTUM1 1,913.25 FHMS K-061 A2 3.347 11/25/2026 4.69% 1,913.25 -- 1,913.25 68.69
Principal Paydown 03/15/2024 89240BAC2 29,253.85 TAOT 2021-A A3 0.26 05/15/2025 0.26% 29,253.85 -- 29,253.85 5.43
Principal Paydown 03/15/2024 47788UAC6 9,285.04 JDOT 2021 A3 0.36 09/15/2025 0.36% 9,285.04 -- 9,285.04 1.79 Principal Paydown 03/15/2024 44933LAC7 18,277.98 HART 2021-A A3 0.38 09/15/2025 0.38% 18,277.98 -- 18,277.98 1.93
Principal Paydown 03/15/2024 44934KAC8 41,516.05 HART 2021-B A3 0.38 01/15/2026 0.38% 41,516.05 -- 41,516.05 9.16
60 596

TRANSACTION LEDGER
City ofMurrieta | Account | AsofMarch 31,2024
Transaction Type Settlement
Date CUSIP Quantity Security Description Price Acq/DispYield Amount Interest Pur/Sold Total Amount Gain/Loss Principal Paydown 03/15/2024 47789QAC4 18,564.99 JDOT 2021-B A3 0.52 03/16/2026 0.52% 18,564.99 -- 18,564.99 1.66
Principal Paydown 03/15/2024 47787JAC2 14,963.16 JDOT 2022 A3 0.36 09/15/2026 2.33% 14,963.16 -- 14,963.16 3.30 Principal Paydown 03/16/2024 362554AC1 11,383.80 GMCAR 2021-4 A3 0.68 09/16/2026 0.68% 11,383.80 -- 11,383.80 0.29
Principal Paydown 03/16/2024 380146AC4 10,484.54 GMCAR 2022-1 A3 1.23 11/16/2026 1.26% 10,484.54 -- 10,484.54 0.91
Principal Paydown 03/21/2024 43813GAC5 8,197.03 HAROT 2021-1 A3 0.27 04/21/2025 0.27% 8,197.03 -- 8,197.03 0.16
Principal Paydown 03/21/2024 43815GAC3 16,341.29 HAROT 2021-4 A3 0.88 01/21/2026 0.89% 16,341.29 -- 16,341.29 3.45
Principal Paydown 03/25/2024 05601XAC3 20,795.85 BMWLT 2022-1 A3 1.03 03/25/2025 1.10% 20,795.85 -- 20,795.85 3.12
Principal Paydown 03/25/2024 05602RAD3 20,220.12 BMWOT 2022-A A3 3.21 08/25/2026 3.21% 20,220.12 -- 20,220.12 1.06
Total Principal
Paydown 221,196.95 221,196.95 -- 221,196.95 100.93

TOTAL OTHER
TRANSACTIONS 220,878.95 648,845.39 0.00 648,845.39 100.93 61 597
Transaction Ledger
As of January 31, 2024
Murrieta Liquidity
Account
Transaction
Type
Settlement
Date CUSIP Quantity Security Description Price Acq/Disp Yield Amount
Interest
Pur/Sold Total Amount Gain/Loss

ACQUISITIONS
Purchase 01/02/2024 31846V567 401.34 First American Govt Obligation MMKT Class-Z

1.000 5.23% 401.34 0.00 401.34 0.00
Purchase 01/09/2024 31846V567 2,500,000.00 First American Govt Obligation MMKT Class-Z

1.000 5.23% 2,500,000.00 0.00 2,500,000.00 0.00
Purchase 01/17/2024 912797GB7 2,750,000.00 US Treasury Bill

4.993% Due 7/11/2024

97.559 5.19% 2,682,875.25 0.00 2,682,875.25 0.00
Subtotal 5,250,401.34 5,183,276.59 0.00 5,183,276.59 0.00 TOTAL ACQUISITIONS 5,250,401.34 5,183,276.59 0.00 5,183,276.59 0.00

DISPOSITIONS
Sale 01/17/2024 31846V567 2,682,875.25 First American Govt Obligation MMKT Class-Z

1.000 5.23% 2,682,875.25 0.00 2,682,875.25 0.00
Subtotal 2,682,875.25 2,682,875.25 0.00 2,682,875.25 0.00 Maturity 01/09/2024 912797HY6 2,500,000.00 US Treasury Bill

5.313% Due 1/9/2024
100.000 2,456,835.94 43,164.06 2,500,000.00 0.00
Subtotal 2,500,000.00 2,456,835.94 43,164.06 2,500,000.00 0.00 TOTAL DISPOSITIONS 5,182,875.25 5,139,711.19 43,164.06 5,182,875.25 0.00

OTHER TRANSACTIONS
Dividend 01/02/2024 31846V567 255,264.98 First American Govt Obligation MMKT Class-Z

0.000 401.34 0.00 401.34 0.00
Subtotal 255,264.98 401.34 0.00 401.34 0.00
TOTAL OTHER TRANSACTIONS 255,264.98 401.34 0.00 401.34 0.00 62 598

TRANSACTION LEDGER
Murrieta Liquidity | Account | As of February 29,2024
Transaction Type Settlement
Date CUSIP Quantity Security Description Price Acq/DispYield Amount Interest Pur/Sold Total Amount Gain/Loss

ACQUISITIONS
Purchase 02/02/2024 31846V567 2,866.96 FIRST AMER:GVT OBLG Z 1.000 5.20% (2,866.96) 0.00 (2,866.96) 0.00 Total Purchase 2,866.96 (2,866.96) 0.00 (2,866.96) 0.00 TOTAL ACQUISITIONS 2,866.96 (2,866.96) 0.00 (2,866.96) 0.00 OTHER

TRANSACTIONS
Dividend 02/29/2024 31846V567 0.00 FIRST AMER:GVT OBLG Z 5.19% 299.52 0.00 299.52 0.00 Total Dividend 0.00 299.52 0.00 299.52 0.00

TOTAL OTHER
TRANSACTIONS 0.00 299.52 0.00 299.52 0.00
63 599

TRANSACTION LEDGER
Murrieta Liquidity | Account | As of March 31,2024
Transaction Type Settlement
Date CUSIP Quantity Security Description Price Acq/DispYield Amount Interest Pur/Sold Total Amount Gain/Loss

ACQUISITIONS
Purchase 03/04/2024 31846V567 299.52 FIRST AMER:GVT OBLG Z 1.000 5.17% (299.52) 0.00 (299.52) 0.00 Purchase 03/07/2024 31846V567 33,066.49 FIRST AMER:GVT OBLG Z 1.000 5.17% (33,066.49) 0.00 (33,066.49) 0.00 Purchase 03/07/2024 912797HT7 2,500,000.00 UNITED STATES TREASURY 06/06/2024 98.677 5.39% (2,466,933.51) 0.00 (2,466,933.51) 0.00 Total Purchase 2,533,366.01 (2,500,299.52) 0.00 (2,500,299.52) 0.00 TOTAL ACQUISITIONS 2,533,366.01 (2,500,299.52) 0.00 (2,500,299.52) 0.00

DISPOSITIONS
Maturity 03/07/2024 912797GQ4 (2,500,000.00) UNITED STATES TREASURY 03/07/2024 100.000 0.00% 2,500,000.00 0.00 2,500,000.00 64,379.34 Total Maturity (2,500,000.00) 2,500,000.00 0.00 2,500,000.00 64,379.34 TOTAL DISPOSITIONS (2,500,000.00) 2,500,000.00 0.00 2,500,000.00 64,379.34 OTHER

TRANSACTIONS
Dividend 03/31/2024 31846V567 0.00 FIRST AMER:GVT OBLG Z 5.20% 439.18 0.00 439.18 0.00 Total Dividend 0.00 439.18 0.00 439.18 0.00

TOTAL OTHER
TRANSACTIONS 0.00 439.18 0.00 439.18 0.00
64 600
Important Disclosures
2024 Chandler Asset Management, Inc, An Independent Registered Investment Adviser.

Information contained herein is confidential. Prices are provided by ICE Data Services Inc (“IDS”), an independent pricing source. In the event IDS does not provide a price or if the price provided is not reflective of fair market value, Chandler will obtain pricing from an alternative approved third party pricing source in accordance with our written valuation policy and procedures. Our valuation procedures are also disclosed in Item 5 of our Form ADV Part 2A.

Performance results are presented gross-of-advisory fees and represent the client’s Total Return. The deduction of advisory fees lowers performance results. These results include the reinvestment of dividends and other earnings. Past performance may not be indicative of future results. Therefore, clients should not assume that future performance of any specific investment or investment strategy will be profitable or equal to past performance levels. All investment strategies have the potential for profit or loss. Economic factors, market conditions or changes in investment strategies, contributions or withdrawals may materially alter the performance and results of your portfolio.

Index returns assume reinvestment of all distributions. Historical performance results for investment indexes generally do not reflect the deduction of transaction and/or custodial charges or the deduction of an investment management fee, the incurrence of which would have the effect of decreasing historical performance results. It is not possible to invest directly in an index.

Source ICE Data Indices, LLC ("ICE"), used with permission. ICE permits use of the ICE indices and related data on an "as is" basis; ICE, its affiliates and their respective third party suppliers disclaim any and all warranties and representations, express and/or implied, including any warranties of merchantability or fitness for a particular purpose or use, including the indices, index data and any data included in, related to, or derived therefrom. Neither ICE data, its affiliates or their respective third party providers guarantee the quality, adequacy, accuracy, timeliness or completeness of the indices or the index data or any component thereof, and the indices and index data and all components thereof are provided on an "as is" basis and licensee's use it at licensee's own risk. ICE data, its affiliates and their respective third party do not sponsor, endorse, or recommend chandler asset management, or any of its products or services.

This report is provided for informational purposes only and should not be construed as a specific investment or legal advice. The information contained herein was obtained from sources believed to be reliable as of the date of publication, but may become outdated or superseded at any time without notice. Any opinions or views expressed are based on current market conditions and are subject to change. This report may contain forecasts and forward-looking statements which are inherently limited and should not be relied upon as indicator of future results. Past performance is not indicative of future results. This report is not intended to constitute an offer, solicitation, recommendation or advice regarding any securities or investment strategy and should not be regarded by recipients as a substitute for the exercise of their own judgment.

Fixed income investments are subject to interest, credit and market risk. Interest rate risk: the value of fixed income investments will decline as interest rates rise. Credit risk: the possibility that the borrower may not be able to repay interest and principal. Low rated bonds generally have to pay higher interest rates to attract investors willing to take on greater risk. Market risk: the bond market in general could decline due to economic conditions, especially during periods of rising interest rates.

Ratings information have been provided by Moody’s, S&P and Fitch through data feeds we believe to be reliable as of the date of this statement, however we cannot guarantee its accuracy.

Security level ratings for U.S. Agency issued mortgage-backed securities (“MBS”) reflect the issuer rating because the securities themselves are not rated. The issuing U.S. Agency guarantees the full and timely payment of both principal and interest and carries a AA+/Aaa/AAA by S&P, Moody’s and Fitch respectively.

Your qualified custodian bank maintains control of all assets reflected in this statement and we urge you to compare this statement to the one you receive from your qualified custodian. Chandler does not have any authority to withdraw or deposit funds from/to the custodian account.

As of March 31, 2024
65 601
Benchmark Disclosures
ICE BofA 1-3 Yr US Treasury Index
The ICE BofA 1-3 Year US Treasury Index tracks the performance of US dollar-denominated sovereign debt publicly issued by the US government in its domestic market. Qualifying securities must have at least one year remaining term to final maturity and less than three years remaining term to final maturity, a fixed coupon schedule, and a minimum amount outstanding of $1 billion. Qualifying securities must have at least 18 months to final maturity at the time of issuance.

As of March 31, 2024
66 602
4/16/24, 8:29 AM Untitled Page
https://laif.sco.ca.gov/Result.aspx 1/1
MALIA M. COHEN
California State Controller

LOCAL AGENCY INVESTMENT FUND

REMITTANCE ADVICE
Agency Name MURRIETA
Account Number
As of 04/15/2024, your Local Agency Investment Fund account has been directly credited with the interest earned on your deposits for the quarter ending 03/31/2024.

Earnings Ratio .00011755619077389
Interest Rate 4.30%
Dollar Day Total $ 171,682,263.53
Quarter End Principal Balance $ 1,890,491.58
Quarterly Interest Earned $ 20,182.31
603

STAGECOACH SWEEP
WELLS FARGO BANK, N.A.

THIS STATEMENT COVERS 01/01/2024 THROUGH 01/31/2024

FOR QUESTIONS, PLEASE CALL YOUR CUSTOMER SERVICE OFFICER OR CUSTOMER CARE FOR BUSINESS (CC4B) SERVICE OFFICE AT 1-800-AT-WELLS (1-800-289-3557).

ALLSPRING GOVERNMENT FUND SELECT CLS
Transaction Detail
Date Description Amount
1-01-2024 Beginning Balance 95,231,153.70
1-02-2024 Sweep Funds Return To DDA 535,810.20
1-03-2024 Next Day Sweep Purchase 148,634.81
1-04-2024 Sweep Funds Return To DDA 948,531.18
1-05-2024 Next Day Sweep Purchase 227,680.86
1-08-2024 Sweep Funds Return To DDA 15,099.18
1-09-2024 Sweep Funds Return To DDA 147,996.20
1-10-2024 Next Day Sweep Purchase 1,715,030.32
1-11-2024 Sweep Funds Return To DDA 1,981,250.13
1-12-2024 Sweep Funds Return To DDA 23,686.15
1-16-2024 Sweep Funds Return To DDA 727,372.96
1-17-2024 Next Day Sweep Purchase 45,628.05
1-18-2024 Sweep Funds Return To DDA 129,212.64
1-19-2024 Sweep Funds Return To DDA 652,287.56
1-22-2024 Next Day Sweep Purchase 120,689.74
1-23-2024 Sweep Funds Return To DDA 130,728.98
1-24-2024 Sweep Funds Return To DDA 1,261,700.81
1-25-2024 Next Day Sweep Purchase 3,839,423.22
1-26-2024 Sweep Funds Return To DDA 89,391.71
1-29-2024 Next Day Sweep Purchase 16,561,909.53
1-30-2024 Next Day Sweep Purchase 350,866.43
1-31-2024 Sweep Funds Return To DDA 337,459.18
1-31-2024 Ending Balance 111,260,489.78
Daily Balance Information
Date Investment Balance Annualized Fund Yield Daily Dividend Factor Daily Accrual 01-01* 94,695,343.50 5.282 % .000144718 13,704.12
01-02 94,695,343.50 5.286 % .000144836 13,715.29
01-03 94,843,978.31 5.275 % .000144539 13,708.65
01-04 93,895,447.13 5.280 % .000144661 13,583.01
01-05 94,123,127.99 5.266 % .000144298 13,581.78
01-06* 94,108,028.81 5.266 % .000144298 13,579.60

Page 1 of 2 ends

CITY OF MURRIETA

GENERAL OPERATING ACCOUNT
1 TOWN SQ
MURRIETA CA 92562-7922
Account Number - DDA

FUND SUMMARY
Dividends Earned YTD 426,250.58
Federal Withholding YTD .00
7-Day Simple Yield 5.26527 %
Federal Withholding .00
Beginning Balance 95,231,153.70
Shares Purchased 23,009,862.96 +
Shares Redeemed 6,980,526.88 -
Ending Balance 111,260,489.78
Prior Month Dividends Paid to Checking 420,025.81
Dividends Earned in Current Month 426,250.58
Funds Pending Redemption 329,764.83-
604

STAGECOACH SWEEP
Date Investment Balance Annualized Fund Yield Daily Dividend Factor Daily Accrual 01-07* 94,108,028.81 5.266 % .000144298 13,579.60
01-08 94,108,028.81 5.265 % .000144263 13,576.31
01-09 93,960,032.61 5.264 % .000144243 13,553.08
01-10 95,675,062.93 5.266 % .000144278 13,803.81
01-11 93,693,812.80 5.260 % .000144127 13,503.81
01-12 93,670,126.65 5.261 % .000144143 13,501.89
01-13* 92,942,753.69 5.261 % .000144143 13,397.05
01-14* 92,942,753.69 5.261 % .000144143 13,397.05
01-15* 92,942,753.69 5.261 % .000144143 13,397.05
01-16 92,942,753.69 5.264 % .000144226 13,404.76
01-17 92,988,381.74 5.256 % .000144000 13,390.33
01-18 92,859,169.10 5.257 % .000144040 13,375.43
01-19 92,206,881.54 5.262 % .000144177 13,294.11
01-20* 92,206,881.54 5.262 % .000144177 13,294.11
01-21* 92,206,881.54 5.262 % .000144177 13,294.11
01-22 92,327,571.28 5.264 % .000144220 13,315.48
01-23 92,196,842.30 5.261 % .000144163 13,291.37
01-24 90,935,141.49 5.265 % .000144253 13,117.67
01-25 94,774,564.71 5.266 % .000144294 13,675.40
01-26 94,685,173.00 5.268 % .000144330 13,665.91
01-27* 94,685,173.00 5.268 % .000144330 13,665.91
01-28* 94,685,173.00 5.268 % .000144330 13,665.91
01-29 111,247,082.53 5.265 % .000144265 16,049.06
01-30 111,597,948.96 5.264 % .000144242 16,097.11
01-31 111,260,489.78 5.272 % .000144452 16,071.80
TOTAL MTD 426,250.57
* Indicates non-business day
THANK YOU FOR BANKING WITH WELLS FARGO.

MONEY MARKET MUTUAL FUNDS (EACH, A "MMMF") ARE NOT FDIC INSURED, HAVE NO BANK GUARANTY AND MAY LOSE VALUE.

This material must be accompanied or preceded by a current prospectus for name of the Fund(s) selected. Please read the prospectus carefully before investing.
01/01/2024 - 01/31/2024

Page 2 of 2 ends

Account Number - DDA
605

STAGECOACH SWEEP
WELLS FARGO BANK, N.A.

THIS STATEMENT COVERS 02/01/2024 THROUGH 02/29/2024

FOR QUESTIONS, PLEASE CALL YOUR CUSTOMER SERVICE OFFICER OR CUSTOMER CARE FOR BUSINESS (CC4B) SERVICE OFFICE AT 1-800-AT-WELLS (1-800-289-3557).

ALLSPRING GOVERNMENT FUND SELECT CLS
Transaction Detail
Date Description Amount
2-01-2024 Beginning Balance 111,260,489.78
2-01-2024 Sweep Funds Return To DDA 329,764.83
2-02-2024 Next Day Sweep Purchase 910,556.78
2-05-2024 Next Day Sweep Purchase 14,939.36
2-06-2024 Sweep Funds Return To DDA 34,308.39
2-07-2024 Sweep Funds Return To DDA 842,626.38
2-08-2024 Sweep Funds Return To DDA 1,078,802.59
2-09-2024 Sweep Funds Return To DDA 70,980.13
2-12-2024 Sweep Funds Return To DDA 360,481.90
2-13-2024 Next Day Sweep Purchase 157,167.09
2-14-2024 Next Day Sweep Purchase 325,048.07
2-15-2024 Sweep Funds Return To DDA 165,843.11
2-16-2024 Sweep Funds Return To DDA 307,222.32
2-20-2024 Sweep Funds Return To DDA 57,643.16
2-21-2024 Sweep Funds Return To DDA 1,752,928.23
2-22-2024 Sweep Funds Return To DDA 5,234,246.62
2-23-2024 Next Day Sweep Purchase 291,273.69
2-26-2024 Next Day Sweep Purchase 892,938.04
2-27-2024 Next Day Sweep Purchase 5,670,499.05
2-28-2024 Sweep Funds Return To DDA 17,208.36
2-29-2024 Sweep Funds Return To DDA 82,030.27
2-29-2024 Ending Balance 109,188,825.57
Daily Balance Information
Date Investment Balance Annualized Fund Yield Daily Dividend Factor Daily Accrual 02-01 110,930,724.95 5.249 % .000143831 15,955.28
02-02 111,841,281.73 5.250 % .000143849 16,088.26
02-03* 111,841,281.73 5.250 % .000143849 16,088.26
02-04* 111,841,281.73 5.250 % .000143849 16,088.26
02-05 111,856,221.09 5.235 % .000143429 16,043.43
02-06 111,821,912.70 5.247 % .000143758 16,075.29
02-07 110,979,286.32 5.245 % .000143719 15,949.83

Page 1 of 2 ends

CITY OF MURRIETA

GENERAL OPERATING ACCOUNT
1 TOWN SQ
MURRIETA CA 92562-7922
Account Number - DDA

FUND SUMMARY
Dividends Earned YTD 879,546.99
Federal Withholding YTD .00
7-Day Simple Yield 6.73549 %
Federal Withholding .00
Beginning Balance 111,260,489.78
Shares Purchased 8,262,422.08 +
Shares Redeemed 10,334,086.29 -
Ending Balance 109,188,825.57
Prior Month Dividends Paid to Checking 426,250.58
Dividends Earned in Current Month 453,296.41
Funds Pending Investment 119,665.64
606

STAGECOACH SWEEP
Date Investment Balance Annualized Fund Yield Daily Dividend Factor Daily Accrual 02-08 109,900,483.73 5.245 % .000143719 15,794.79
02-09 109,829,503.60 5.246 % .000143739 15,786.78
02-10* 109,469,021.70 5.246 % .000143739 15,734.97
02-11* 109,469,021.70 5.246 % .000143739 15,734.97
02-12 109,469,021.70 5.218 % .000142982 15,652.10
02-13 109,626,188.79 5.237 % .000143494 15,730.70
02-14 109,951,236.86 5.252 % .000143895 15,821.43
02-15 109,785,393.75 5.246 % .000143731 15,779.56
02-16 109,478,171.43 5.247 % .000143758 15,738.36
02-17* 109,420,528.27 5.247 % .000143758 15,730.08
02-18* 109,420,528.27 5.247 % .000143758 15,730.08
02-19* 109,420,528.27 5.247 % .000143758 15,730.08
02-20 109,420,528.27 5.229 % .000143284 15,678.21
02-21 107,667,600.04 5.240 % .000143577 15,458.59
02-22 102,433,353.42 5.240 % .000143588 14,708.20
02-23 102,724,627.11 5.236 % .000143460 14,736.88
02-24* 102,724,627.11 5.236 % .000143460 14,736.88
02-25* 102,724,627.11 5.236 % .000143460 14,736.88
02-26 103,617,565.15 5.236 % .000143465 14,865.49
02-27 109,288,064.20 5.246 % .000143741 15,709.18
02-28 109,270,855.84 5.245 % .000143711 15,703.42
02-29 109,188,825.57 5.251 % .000143881 15,710.20
TOTAL MTD 453,296.44
* Indicates non-business day
THANK YOU FOR BANKING WITH WELLS FARGO.

MONEY MARKET MUTUAL FUNDS (EACH, A "MMMF") ARE NOT FDIC INSURED, HAVE NO BANK GUARANTY AND MAY LOSE VALUE.

This material must be accompanied or preceded by a current prospectus for name of the Fund(s) selected. Please read the prospectus carefully before investing.
02/01/2024 - 02/29/2024

Page 2 of 2 ends

Account Number - DDA
607

STAGECOACH SWEEP
WELLS FARGO BANK, N.A.

THIS STATEMENT COVERS 03/01/2024 THROUGH 03/31/2024
Transaction Detail
Date Description Amount
3-01-2024 Beginning Balance 109,188,825.57
3-01-2024 Next Day Sweep Purchase 119,665.64
3-04-2024 Next Day Sweep Purchase 808,953.05
3-05-2024 Sweep Funds Return To DDA 190,854.30
3-06-2024 Sweep Funds Return To DDA 2,325,697.23
3-07-2024 Sweep Funds Return To DDA 455,556.02
3-08-2024 Sweep Funds Return To DDA 644,274.30
3-11-2024 Next Day Sweep Purchase 4,815,944.74
3-12-2024 Next Day Sweep Purchase 302,962.16
3-13-2024 Sweep Funds Return To DDA 80,164.37
3-14-2024 Sweep Funds Return To DDA 60,256.32
3-15-2024 Sweep Funds Return To DDA 990,445.24
3-18-2024 Next Day Sweep Purchase 22,242.25
3-19-2024 Sweep Funds Return To DDA 189,751.25
3-20-2024 Sweep Funds Return To DDA 1,703,591.39
3-21-2024 Sweep Funds Return To DDA 182,172.40
3-22-2024 Sweep Funds Return To DDA 28,182.97
3-25-2024 Sweep Funds Return To DDA 169,429.04
3-26-2024 Next Day Sweep Purchase 3,529,185.15
3-27-2024 Next Day Sweep Purchase 64,134.57
3-28-2024 Sweep Funds Return To DDA 203,096.54
3-31-2024 Ending Balance 111,628,441.76
Daily Balance Information
Date Investment Balance Annualized Fund Yield Daily Dividend Factor Daily Accrual 03-01 109,308,491.21 5.231 % .000143341 15,668.39
03-02* 109,308,491.21 5.231 % .000143341 15,668.39
03-03* 109,308,491.21 5.231 % .000143341 15,668.39
03-04 110,117,444.26 5.227 % .000143223 15,771.35
03-05 109,926,589.96 5.223 % .000143121 15,732.80
03-06 107,600,892.73 5.240 % .000143564 15,447.61
03-07 107,145,336.71 5.226 % .000143186 15,341.71

Page 1 of 2 ends

CITY OF MURRIETA

GENERAL OPERATING ACCOUNT
1 TOWN SQ
MURRIETA CA 92562-7922
Account Number - DDA

MONEY MARKET MUTUAL FUNDS (EACH, A "MMMF") ARE NOT FDIC INSURED, HAVE NO BANK GUARANTY AND MAY LOSE VALUE.

This material must be accompanied or preceded by a current prospectus for name of the Fund(s) selected. Please read the prospectus carefully before investing.
03/01/2024 - 03/31/2024

Page 2 of 2 ends

Account Number - DDA
609
610

CITY OF MURRIETA
City Council Meeting Agenda
Report
5/7/2024
Agenda Item No. 6.

TO: HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL
FROM: Diego Chavez, Administrative Services Department Director PREPARED BY: Diane Kohanyi, Management Analyst - IT
SUBJECT:

Agreement Renewal with SHI International Corp. for SeeClickFix Services

RECOMMENDATION
Approve an agreement renewal with SHI International Corp. to purchase SeeClickFix services and ratify payment in the amount of $25,337.58; and
Authorize using the City of Mesa, Arizona Cooperative Contract #2018011-02 to procure the services from SHI International Corp.

PRIOR ACTION/VOTE
None.

CITY COUNCIL GOAL
Maintain a high performing organization that values fiscal sustainability, transparency, accountability and organizational efficiency.

BACKGROUND
For the past three years, the City of Murrieta (City) has used SeeClickFix software to provide Murrieta residents the option to report a wide variety of concerns as they identify them within the City. The software makes it easy for residents to report concerns, such as potholes, graffiti, and abandoned vehicles, through a mobile app or the City website (www.murrietaca.gov/fixit). The service has been integrated with the Public Works maintenance management program to create a ticket-based system for the requests. Staff recommends renewing the services with SHI International Corp. (SHI) for another year (Attachment 1).

Section 3.08.295 of the Municipal Code authorizes the City to join with other public and quasi-public agencies in a cooperative purchasing program for the purchase of supplies, services, and/or equipment from a vendor at a price established by another public agency when the other public agency has made its purchase in a cooperative manner. SHI has been awarded contract 2018011-02 (Attachment 2) through a competitive bidding process led by the City of Mesa, Arizona, using the OMNIA Partners Co-Op program. Taking advantage of this cooperative contract will save time, be more efficient, and allow the City to benefit from the OMNIA Partners pricing. The SeeClickFix services were previously approved under the City Manager’s CITY OF MURRIETA Page 1 of 2 Printed on 5/2/2024
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5/7/2024
Agenda Item No. 6.

OMNIA Partners pricing. The SeeClickFix services were previously approved under the City Manager’s procurement authority. City Council authorization is needed to renew this agreement because the aggregate contract total will exceed the City Manager’s $75,000 procurement authority.

FISCAL IMPACT
The cost for this service is $25,337.58 for Fiscal Year 2024/25. Funding is available from account code 7268340-62160 within the Information Technology Department's approved Operating Budget.

ATTACHMENTS

1. SHI International Corp. Proposal and Terms

2. Cooperative Contract #2018011-02
CITY OF MURRIETA Page 2 of 2 Printed on 5/2/2024
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Pricing Proposal
Quotation #:  24599537
Created On:  3/11/2024
Valid Until:   4/15/2024
CA-City of Murrieta Inside Account Manager
John Borger
1 Town Square
Murrieta, CA 92562
United States
Phone: 951-461-6066
Fax:

Email: [email protected]
Miguel Da Silva
290 Davidson Avenue
Sommerset, NJ 08873
Phone: 8005276389 ext 5553598
Fax:

Email: [email protected]
All Prices are in US Dollar (USD)
Product Qty Your Price Total
1 SeeClickFix Annual Fee
SeeClickFix, Inc. - Part#: NPN-SEECL-ANNUA-B
Contract Name: Omnia Partners - IT Solutions
Contract #: 2018011-02
Coverage Term: 4/16/2024 – 4/15/2025
Note: Software,ESD
1 $0.00 $0.00
2 SeeClickFix Annual Licenses for Murrieta CA
SeeClickFix, Inc. - Part#: NPN-SEECL-ANNUA
Contract Name: Omnia Partners - IT Solutions
Contract #: 2018011-02
Coverage Term: 4/16/2024 – 4/15/2025
Note: Software,ESD
10 $1,192.36 $11,923.60
3 SeeClickFix-hosted integration with Dude Solutions Asset Essentials Enterprise SeeClickFix, Inc. - Part#: NPN-SEECL-CONNE
Contract Name: Omnia Partners - IT Solutions
Contract #: 2018011-02
Coverage Term: 4/16/2024 – 4/15/2025
Note: Software,ESD
1 $13,413.98 $13,413.98
Total $25,337.58
Additional Comments
Hardware items on this quote may be updated to reflect changes due to industry wide constraints and fluctuations.

The products offered under this proposal are resold in accordance with the terms and conditions of the Contract referenced under that applicable line item. 613
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Terms of Use Privacy Policy Security SeeClickFix.com Questions The English language version of the Terms of Use is the authoritative version of the terms. The machine translation is provided for the convenience of the user. Any discrepancy between different language versions should be resolved with the English language version being correct.

Select Language ▼
SeeClickFix Terms of Use

1. ACCEPTANCE OF TERMS
SeeClickFix Inc. (“SeeClickFix”) welcomes you. SeeClickFix provides its service to you subject to the following Terms of Service (“TOS”), which may be updated by us from time to time without notice to you. You can review the most current version of the TOS at any time at on our website at http://www.seeclickfix.com. This version was updated on March 13th, 2019.

2. DESCRIPTION OF SERVICE
SeeClickFix provides users with access to public issue reporting, discussing and management which may be accessed through various media or devices (the “Service”). You also understand and agree that the Service may include certain communications from SeeClickFix, such as service announcements, administrative messages and the SeeClickFix Newsletter, and that these communications are considered part of SeeClickFix membership and you will not be able to opt out of receiving them. Unless explicitly stated otherwise, any new features that augment or enhance the current Service shall be subject to the TOS. You understand and agree that the Service is provided “AS-IS” and that SeeClickFix assumes no responsibility for the timeliness, deletion, mis-delivery or failure to store any user communications or personalization settings. You are responsible for obtaining access to the Service, and that access may involve third-party fees (such as Internet service provider or airtime charges). You are responsible for those fees. In addition, you must provide and are responsible for all equipment necessary to access the Service.

3. YOUR REGISTRATION OBLIGATIONS
In consideration of your use of the Service, you represent that you are of legal age to form a binding contract and are not a person barred from receiving services under the laws of the United States or other applicable jurisdiction. You also agree to: (a) provide true, accurate, current and complete information about yourself as prompted by the Service’s registration or other forms (the “Registration Data”) and (b) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. If you provide any information that is untrue, inaccurate, not current or incomplete, or SeeClickFix has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, SeeClickFix has the right to suspend or terminate your account and refuse any and all current or future use of the Service (or any portion thereof). SeeClickFix is concerned about the safety and privacy of all its users, particularly children. For this reason, parents of children under the age of 13 who wish to allow their children access to the Service must take responsibility to determine whether any of the Service areas and/or Content (as defined in Section 6 below) are appropriate for your child.

4. SEECLICKFIX PRIVACY POLICY
Registration Data and certain other information about you is subject to our Privacy Policy. We will not share or sell your email with another company without your permission. You understand that through your use of the Service you consent to the collection and use (as set forth in this Privacy Policy) of this information, including the transfer of this information to the United States and/or other countries for storage, processing and use by SeeClickFix.

SeeClickFix is often a channel of communication between citizens and government or other local authorities responsible for fixing public space issues. If you submit an issue directly to one of these entities the email address you enter when you register on SeeClickFix can and may be transmitted to the local government(s) or authorities responsible for handling those issues at that issue’s location. Your email address may be used as contact information for those issues. In this regard, you should consider the email address you use to be one which you are using to communicate directly with the local government or authority about the issue.

5. MEMBER ACCOUNT, PASSWORD AND SECURITY
You may receive a password and account designation upon completing the Service’s registration process. You are responsible for maintaining the confidentiality of the password and account and are fully responsible for all activities that occur under your password or account. You agree to (a) immediately notify SeeClickFix of any unauthorized use of your password or account or any other breach of security, and (b) ensure that you exit from your account at the end of each session. SeeClickFix cannot and will not be liable for any loss or damage arising from your failure to comply with this Section 5.
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6. USER CONDUCT
You understand that all information, data, text, software, photographs, graphics, messages, tags, or other materials (“Content”), whether publicly posted or privately transmitted, are the sole responsibility of the person from whom such Content originated. This means that you, and not SeeClickFix, are entirely responsible for all Content that you upload, post, email, transmit or otherwise make available via the Service.

SeeClickFix does not control the Content posted via the Service and, as such, does not guarantee the accuracy, integrity or quality of such Content. You understand that by using the Service, you may be exposed to Content that is offensive, indecent or objectionable. Under no circumstances will SeeClickFix be liable in any way for any Content, including, but not limited to, any errors or omissions in any Content, or any loss or damage of any kind incurred as a result of the use of any Content posted, emailed, transmitted or otherwise made available via the Service.

You agree to not use the Service to:

1. upload, post, email, transmit or otherwise make available any Content that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another’s privacy, hateful, or racially, ethnically or otherwise objectionable;

2. harm minors in any way;

3. impersonate any person or entity, including, but not limited to, a SeeClickFix official, guide or host, or falsely state or otherwise misrepresent your affiliation with a person or entity;

4. forge headers or otherwise manipulate identifiers in order to disguise the origin of any Content transmitted through the Service;

5. upload, post, email, transmit or otherwise make available any Content that you do not have a right to make available under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);

6. upload, post, email, transmit or otherwise make available any Content that infringes any patent, trademark, trade secret, copyright or other proprietary rights (“Rights”) of any party;

7. upload, post, email, transmit or otherwise make available any unsolicited or unauthorized advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation, except in those areas that are designated for such purpose;

8. upload, post, email, transmit or otherwise make available any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;

9. interfere with or disrupt the Service or servers or networks connected to the Service, or disobey any requirements, procedures, policies or regulations of networks connected to the Service;

10. intentionally or unintentionally violate any applicable local, state, national or international law, and any regulations having the force of law;

11. “stalk” or otherwise harass another; and/or

12. collect or store personal data about other users in connection with the prohibited conduct and activities set forth in paragraphs 1 through 11.

You acknowledge that SeeClickFix may or may not pre-screen Content, but that SeeClickFix and its designees shall have the right (but not the obligation) in their sole discretion to pre-screen, refuse, or remove any Content that is available via the Service. Without limiting the foregoing, SeeClickFix and its designees shall have the right to remove any Content that violates the TOS or is otherwise objectionable. You agree that you must evaluate, and bear all risks associated with, the use of any Content, including any reliance on the accuracy, completeness, or usefulness of such Content. In this regard, you acknowledge that you may not rely on any Content created by SeeClickFix or submitted to SeeClickFix, including without limitation information in SeeClickFix Issues or Clickits and in all other parts of the Service.

You acknowledge, consent and agree that SeeClickFix may access, preserve and disclose your account information and Content if required to do so by law or in a good faith belief that such access preservation or disclosure is reasonably necessary to: (a) comply with legal process; (b) enforce the TOS; (c) respond to claims that any Content violates the rights of third parties; (d) respond to your requests for customer service; or (e) protect the rights, property or personal safety of SeeClickFix, its users and the public.

You understand that the technical processing and transmission of the Service, including your Content, may involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices.

You understand that the Service and software embodied within the Service may include security components that permit digital materials to be protected, and that use of these materials is subject to usage rules set by SeeClickFix and/or content providers who provide content to the Service. You may not attempt to override or circumvent any of the usage rules embedded into the Service. Any unauthorized reproduction, publication, further distribution or public exhibition of the materials provided on the Service, in whole or in part, is strictly prohibited. 615
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7. INTERNATIONAL USE
Recognizing the global nature of the Internet, you agree to comply with all local rules regarding online conduct and acceptable Content.

Specifically, you agree to comply with all applicable laws regarding the transmission of technical data exported from the United States or the country in which you reside.

8. CONTENT SUBMITTED OR MADE AVAILABLE FOR INCLUSION ON THE SERVICE SeeClickFix does not claim ownership of Content you submit or make available for inclusion on the Service. However, with respect to Content you submit or make available for inclusion on publicly accessible areas of the Service, you grant SeeClickFix the following worldwide, royaltyfree and non-exclusive license(s), as applicable:

1. With respect to photos, graphics, or audio you submit or make available for inclusion on publicly accessible areas of the Service, the license to use, distribute, reproduce, modify, adapt, publicly perform and publicly display such Content on the Service solely for the purpose for which such Content was submitted or made available.

2. With respect to Content other than photos, graphics, or audio you submit or make available for inclusion on publicly accessible areas of the Service other than SeeClickFix Groups, the perpetual, irrevocable and fully sublicensable license to use, distribute, reproduce, modify, adapt, publish, translate, publicly perform and publicly display such Content (in whole or in part) and to incorporate such Content into other works in any format or medium now known or later developed.

9. CONTRIBUTIONS TO SEECLICKFIX
By submitting ideas, suggestions, documents, and/or proposals (“Contributions”) to SeeClickFix through its suggestion or feedback webpages or emails, you acknowledge and agree that: (a) your Contributions do not contain confidential or proprietary information; (b) SeeClickFix is not under any obligation of confidentiality, express or implied, with respect to the Contributions; (c) SeeClickFix shall be entitled to use or disclose (or choose not to use or disclose) such Contributions for any purpose, in any way, in any media worldwide; (d) SeeClickFix may have something similar to the Contributions already under consideration or in development; (e) your Contributions automatically become the property of SeeClickFix without any obligation of SeeClickFix to you; and (f) you are not entitled to any compensation or reimbursement of any kind from SeeClickFix under any circumstances.

10. INDEMNITY
You agree to indemnify and hold SeeClickFix and its subsidiaries, affiliates, officers, agents, employees, partners and licensors harmless from any claim or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of Content you submit, post, transmit or otherwise make available through the Service, your use of the Service, your connection to the Service, your violation of the TOS, or your violation of any rights of another.

11. NO RESALE OF SERVICE
You agree not to reproduce, duplicate, copy, sell, trade, resell or exploit for any commercial purposes, any portion of the Service (including your SeeClickFix login), use of the Service, or access to the Service.

12. GENERAL PRACTICES REGARDING USE AND STORAGE
You acknowledge that SeeClickFix may establish general practices and limits concerning use of the Service, including without limitation the maximum disk space that will be allotted on SeeClickFix’s servers on your behalf, and the maximum number of times (and the maximum duration for which) you may access the Service in a given period of time. You agree that SeeClickFix has no responsibility or liability for the deletion or failure to store any tickets/issues and other communications or other Content maintained or transmitted by the Service. You acknowledge that SeeClickFix reserves the right to log off accounts that are inactive for an extended period of time. You further acknowledge that SeeClickFix reserves the right to modify these general practices and limits from time to time.

13. MODIFICATIONS TO SERVICE
SeeClickFix reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Service (or any part thereof) with or without notice. You agree that SeeClickFix shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Service.

14. TERMINATION
You agree that SeeClickFix may, under certain circumstances and without prior notice, immediately terminate your SeeClickFix account, and access to the Service. Cause for such termination shall include, but not be limited to, (a) breaches or violations of the TOS or other incorporated agreements or guidelines, (b) requests by law enforcement or other government agencies, (c) a request by you (self-initiated account deletions), (d) discontinuance or material modification to the Service (or any part thereof), (e) unexpected technical or security issues or problems, (f) extended periods of inactivity, (g) engagement by you in fraudulent or illegal activities, and/or (h) nonpayment of any fees owed by you in connection with the Services. Termination of your SeeClickFix account includes (a) removal of access to all offerings within the Service, (b) 616
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deletion of your password and all related information, files and content associated with or inside your account (or any part thereof), and (c) barring of further use of the Service. Further, you agree that all terminations for cause shall be made in SeeClickFix’s sole discretion and that SeeClickFix shall not be liable to you or any third party for any termination of your account, any associated email address, or access to the Service.

15. LINKS
The Service may provide, or third parties may provide, links to other World Wide Web sites or resources. Because SeeClickFix has no control over such sites and resources, you acknowledge and agree that SeeClickFix is not responsible for the availability of such external sites or resources, and does not endorse and is not responsible or liable for any Content, advertising, products or other materials on or available from such sites or resources. You further acknowledge and agree that SeeClickFix shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such Content, goods or services available on or through any such site or resource.

16. SEECLICKFIX’S PROPRIETARY RIGHTS
You acknowledge and agree that the Service and any necessary software used in connection with the Service (“Software”) contain proprietary and confidential information that is protected by applicable intellectual property and other laws. You further acknowledge and agree that Content contained in information presented to you through the Service may be protected by copyrights, trademarks, service marks, patents or other proprietary rights and laws. Except as expressly permitted by applicable law or authorized by SeeClickFix, you agree not to modify, rent, lease, loan, sell, distribute or create derivative works based on the Service or the Software, in whole or in part.

SeeClickFix grants you a personal, non-transferable and non-exclusive right and license to use the object code of its Software on a single computer; provided that you do not (and do not allow any third party to) copy, modify, create a derivative work from, reverse engineer, reverse assemble or otherwise attempt to discover any source code, sell, assign, sublicense, grant a security interest in or otherwise transfer any right in the Software. You agree not to modify the Software in any manner or form, nor to use modified versions of the Software, including (without limitation) for the purpose of obtaining unauthorized access to the Service. You agree not to access the Service by any means other than through the interface that is provided by SeeClickFix for use in accessing the Service.

17. DISCLAIMER OF WARRANTIES
YOU EXPRESSLY UNDERSTAND AND AGREE THAT:

1. YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS.

SEECLICKFIX AND ITS SUBSIDIARIES, AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS EXPRESSLY

DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

2. SEECLICKFIX AND ITS SUBSIDIARIES, AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS MAKE NO WARRANTY THAT (i) THE SERVICE WILL MEET YOUR REQUIREMENTS; (ii) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE; (iv) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR EXPECTATIONS; AND (v) ANY ERRORS IN THE SOFTWARE WILL BE CORRECTED.

3. ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS ACCESSED AT YOUR OWN

DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.

4. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM SEECLICKFIX OR THROUGH OR FROM THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TOS.

18. LIMITATION OF LIABILITY

YOU EXPRESSLY UNDERSTAND AND AGREE THAT SEECLICKFIX AND ITS SUBSIDIARIES, AFFILIATES, OFFICERS, EMPLOYEES,

AGENTS, PARTNERS AND LICENSORS SHALL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL,

CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL,

USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF SEECLICKFIX HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (i) THE USE OR THE INABILITY TO USE THE SERVICE; (ii) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS

AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICE; (iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (iv) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICE; OR (v) ANY OTHER MATTER RELATING TO THE SERVICE.
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19. EXCLUSIONS AND LIMITATIONS

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS OF SECTIONS 19 AND 20 MAY NOT APPLY TO YOU.

20. NO THIRD-PARTY BENEFICIARIES
You agree that, except as otherwise expressly provided in this TOS, there shall be no third-party beneficiaries to this agreement.

21. NOTICE
SeeClickFix may provide you with notices, including those regarding changes to the TOS, including by but not limited to email, regular mail, postings on the Service, or other reasonable means now known or hereinafter developed.

22. TRADEMARK INFORMATION
The SeeClickFix, SeeClickFix logo, trademarks and service marks and other SeeClickFix logos and product and service names are trademarks of SeeClickFix Inc. (the “SeeClickFix Marks”). Without SeeClickFix’s prior permission, you agree not to display or use in any manner the SeeClickFix Marks.

23. NOTICE AND PROCEDURE FOR MAKING CLAIMS OF COPYRIGHT OR INTELLECTUAL PROPERTY INFRINGEMENT SeeClickFix respects the intellectual property of others, and we ask our users to do the same. SeeClickFix may, in appropriate circumstances and at its discretion, disable and/or terminate the accounts of users who may be repeat infringers. If you believe that your work has been copied in a way that constitutes copyright infringement, or your intellectual property rights have been otherwise violated, please provide SeeClickFix’s Copyright Agent the following information:

1. an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest;

2. a description of the copyrighted work or other intellectual property that you claim has been infringed;

3. a description of where the material that you claim is infringing is located on the site;

4. your address, telephone number, and email address;

5. a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;

6. a statement by you, made under penalty of perjury, that the above information in your Notice is accurate and that you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner’s behalf.

SeeClickFix’s Agent for Notice of claims of copyright or other intellectual property infringement can be reached as follows:

By email: [email protected]

24. GENERAL INFORMATION
Entire Agreement. The TOS constitutes the entire agreement between you and SeeClickFix and governs your use of the Service, superseding any prior agreements between you and SeeClickFix with respect to the Service. Where local law is in conflict with these SeeClickFix Terms of Use as they apply to municipal employees, and a contract between SeeClickFix and that municipality exists, said contract will dictate any exceptions to the Terms of Use as they apply to the employees of that municipality. You also may be subject to additional terms and conditions that may apply when you use or purchase certain other SeeClickFix services, affiliate services, third-party content or third-party software.

Choice of Law and Forum. The TOS and the relationship between you and SeeClickFix shall be governed by the laws of the State of Connecticut without regard to its conflict of law provisions. You and SeeClickFix agree to submit to the personal and exclusive jurisdiction of the courts located within the county of New Haven, CT.

Waiver and Severability of Terms. The failure of SeeClickFix to exercise or enforce any right or provision of the TOS shall not constitute a waiver of such right or provision. If any provision of the TOS is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of the TOS remain in full force and effect.

No Right of Survivorship and Non-Transferability. You agree that your SeeClickFix account is non-transferable and any rights to your SeeClickFix login or contents within your account terminate upon your death.

Statute of Limitations. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Service or the TOS must be filed within one (1) year after such claim or cause of action arose or be forever barred. 618
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© 2019 SeeClickFix All rights reserved.

The section titles in the TOS are for convenience only and have no legal or contractual effect.

Additional Data Sources. York Region data provided by the Regional Municipality of York, July 2012.

25. VIOLATIONS
Please report any violations of the TOS to customer service at [email protected]. 619
City of Mesa, AZ
Contract # 2018011-02
for
Information Technology Solutions and Services
with
SHI International Corp.

Effective: March 1, 2018
620
The following documents comprise the executed contract between the City of Meza, AZ and SHI International Corp, effective March 1, 2018:

I. Executed Contract
II. Mayor and Council Approval
III. Supplier Response
IV. Original RFP
621
~
mesa-az

AGREEMENT PURSUANT TO SOLICITATION
CITY OF MESA AGREEMENT NUMBER 2018011

INFORMATION TECHNOLOGY SOLUTIONS & SERVICES
CITY OF MESA, Arizona ("City")
Department Name
Mailing Address
Delivery Address
Attention
E-Mail
Phone
Fax
City of Mesa - Purchasing Division
P.O. Box 1466
Mesa, AZ 85211-1466
20 East Main St, Suite 400
Mesa, AZ 85201
Sharon Brause, CPPO, CPPB, CPCP
Senior Procurement Officer
[email protected]
(480) 644-2815
(480) 644-2655
AND
SHI INTERNATIONAL CORP., ("Contractor")
Mailing Address 290 Davidson Ave
Remit Address
Attention
E-Mail
Phone
Fax
Website
Somerset, NJ 08873
PO Box 952121
Dallas, TX 75395-2121
Meghan Flisakowski, Public Program Manager
[email protected]
512-517-4088
732-652-6599
www.publicsector.shidirect.com/

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CITY OF MESA AGREEMENT PURSUANT TO SOLICITATION
This Agreement pursuant to solicitation ("Agreement") is entered into this 27th day of February, 2018, by and between the City of Mesa, Arizona, an Arizona municipal corporation ("City"), and SHI INTERNATIONAL CORP, a New Jersey corporation ("Contractor"). The City and Contractor are each a "Party" to the Agreement or together are "Parties" to the Agreement.

RECITALS
A. The City issued solicitation number 2018011 ("Solicitation") for INFORMATION TECHNOLOGY SOLUTIONS & SERVICES, to which Contractor provided a response ("Response"); and B. The City Selected Contractor's Response as being in the best interest of the City and wishes to engage Contractor in providing the Services/Products described in the Solicitation and Response.

C. "Services" means the resale services provided by Contractor under this Agreement; i.e. sourcing and fulfilling the Product and/or providing deliverables identified in an Order.

D. "Products" means collectively third-party software, computer peripherals, computer hardware, and associated IT services provided by third parties or Contractor, as the case may be.

E. "Order'' means the form of purchase order or other document used for the purpose of ordering Product and/or deliverables pursuant to this Agreement. Order shall also include a phone order or on-line order placed by the City employee to Contractor utilizing the City's corporate procurement card or the City's written or electronic form of purchase requisition.

In consideration of the reciprocal promises contained in the Agreement, and for other valuable and good consideration, which the Parties acknowledge the receipt and sufficiency of, the Parties agree to the following Terms & Conditions.

TERMS & CONDITIONS

1. Term. This Agreement is for a term beginning on March 1, 2018 and ending on February 28, 2023.

The use of the word "Term" in the Agreement includes the aforementioned period as well as any applicable extensions or renewals in accordance with this Section 1.

1.1 Renewals. On the mutual written agreement of the Parties, the Term may be renewed up to a maximum of two (2), one (1) year periods. Any renewal(s) will be a continuation of the same terms and conditions as in effect immediately prior to the expiration of the thencurrent term.

1.2 Extension for Procurement Processes. Upon the expiration of the Term of this Agreement, including any renewals permitted herein, at the City's sole discretion this Agreement may be extended on a month-to-month basis for a maximum of six (6) months to allow for the City's procurement processes in the selection of a Contractor to provide the Services/Products provided under this Agreement. The City will notify the Contractor in writing of its intent to extend the Agreement at least thirty (30) calendar days prior to the expiration of the Term. Any extension under this Subsection 1.2 will be a continuation of the same terms and conditions as in effect immediately prior to the expiration of the thencurrent term.

1.3 Delivery. Delivery shall be made to the location(s) contained in the Scope of Work within thirty (30) days after receipt of an Order. Contractor agrees to deliver all Products to the desktop of the ordering customer be delivered F.O.B. destination, freight pre-paid and allowed to various locations throughout the City. The City of Mesa shall be responsible for extra incurred fees for expedited shipping or other special delivery requirements. In

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many cases within the City, the Contractor may be asked to deliver all goods to the front counter within a given department; this is a City requirement and other participating agencies who utilize this Agreement as a cooperative contract (see Exhibit C, Mesa Standard Terms & Conditions) may have other delivery requirements.

2. Scope of Work. The Contractor will provide the necessary staff, Services and associated resources to provide the City with the Services, Products, and obligations attached to this Agreement as Exhibit A ("Scope of Work") Contractor will be responsible for all costs and expenses incurred by Contractor that are incident to the performance of the Scope of Work unless otherwise stated in Exhibit A. Contractor will supply all equipment and instrumentalities necessary to perform the Scope of Work. If set forth in Exhibit A, the City will provide Contractor's personnel with adequate workspace and such other related facilities as may be required by Contractor to carry out the Scope of Work.

3. 4.

The Agreement is based on the Solicitation and Response which are hereby incorporated by reference into the Agreement as if written out and included herein. In addition to the requirements specifically set forth in the Scope of Work, the Parties acknowledge and agree that the Contractor shall perform in accordance with all terms, conditions, specifications and other requirements set forth within the Solicitation and Response unless modified herein.

Orders. Orders must be placed with the Contractor by either a: (i) Purchase Order when for a onetime purchase; (ii) notice to proceed, or (iii) Delivery Order off a Master Agreement for a requirements contract where multiple as-needed orders will be placed with the Contractor. The City may use the Internet to communicate with Contractor and to place Orders as permitted under this Agreement. The terms and conditions on any order form, quote, or similar document provided by Contractor to the City will not take precedence over the language set forth in this Agreement or any of the documents outlined in Section 4 below.

Document Order of Precedence. In the event of any inconsistency between the terms of the body of the Agreement, Exhibits, Solicitation, and Response, the language of the documents will control in the following order.
a. Amendments to the Agreement
b. Agreement
c. Exhibits

1. Mesa Standard Terms & Conditions (Exhibit C)

2. Pricing (Exhibit B)

3. Scope of Work (Exhibit A)

4. Other Exhibits not listed above
d. Solicitation including any addenda
e. Contractor's Response

5. Payment. Subject to the provisions of the Agreement, the City will pay Contractor the sum(s) described in Exhibit B ("Pricing") in consideration of Contractor's performance of the Scope of Work during the Term.

6. Pricing. Contractor's pricing shall be in the format of a minimum percentage discount off a verifiable price index. Contractor may submit discounts for various manufacturers. At the time of purchase, Contractor may offer deeper discounts beyond the discounted price list, based on volume or other factors, as applicable. Minimum discounts will remain firm during the entirety of the Term of the Agreement, unless the Contractor requests to increase its discount percentage, and will include all charges that may be incurred in fulfilling requirement(s). In addition to decreasing prices for the balance of the Term due to a change in market conditions, a Contractor may conduct sales promotions involving price reductions for a specified lesser period. In the event a Product is discontinued, Contractor will provide a Product of the same or greater functionality, utilizing the discount structure.

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It is the Contractor's responsibility to provide the City with an up-to-date price list for the duration of the Agreement.

6.1 Prices. All pricing discounts shall be firm for the Term and all extensions or renewals of the Term except where otherwise provided in this Agreement, and will include all costs of the Contractor providing the Products/Service including transportation and insurance costs. No fuel surcharges will be accepted unless allowed in this Agreement. The City shall not be invoiced at prices higher than those stated in the Agreement.

6.2 6.3

6.4 The Contractor further agrees that any reductions in the price of the Products or Services covered by this Agreement will apply to the undelivered balance. The Contractor shall promptly notify the City of such price reductions.

No price modifications will be accepted without proper request by the Contractor and response by the City's Purchasing Division.

Price Adjustment. Any requests for reasonable price adjustments must be submitted in accordance with this section. Requests for adjustment in cost of labor and/or Products must be supported by appropriate documentation. There is no guarantee the City will accept a price adjustment therefore Contractor should be prepared for the Pricing to be firm over the Term of the Agreement. The City is only willing to entertain price adjustments based on an increase to Contractor's actual expenses or other reasonable adjustment in providing the Services/Products under the Agreement. If the City agrees to the adjusted price terms, the City shall issue written approval of the change.

During the sixty (60) day period prior to expiration date of the then-current term of the Agreement, the Contractor may submit a written request to the City to allow an increase to the prices in an amount not to exceed the twelve (12) month change in the Consumer Price Index for All Urban Consumers (CPI-U), US City Average, All Items, Not Seasonally Adjusted as published by the U.S. Department of Labor, Bureau of Labor Statistics (http://www.bls.gov/cpi/home.htm). The City shall review the request for adjustment and respond in writing; such response and approval shall not be unreasonably withheld.

Renewal and Extension Pricing. Any extension of the Agreement will be at the same pricing as the initial term. If the Agreement is renewed in accordance with Section 1, pricing may be adjusted for amounts other than inflation that represent actual costs to the Contractor based on the mutual agreement of the Parties. Contractor may submit a request for a price adjustment along with appropriate supporting documentation demonstrating the cost to the Contractor. Renewal prices shall be firm for the term of the renewal period and may be adjusted thereafter as outlined in Subsection 6.2. There is no guarantee the City will accept a price adjustment.

Invoices. Payment will be made to Contractor following the City's receipt of a properly completed invoice. Any issues regarding billing or invoicing must be directed to the City DepartmenUDivision requesting the Service or Product from the Contractor. A properly completed invoice should contain, at a minimum, all of the following:
a. Contractor name, address, and contact information;
b. City billing information;
c. City contract number as listed on the first page of the Agreement; d. Invoice number and date;
e. Payment terms;
f. Date of Service or delivery of Product;
g. Description of Products or Services provided;
h. If Products provided, the quantity delivered and pricing of each unit;

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i. Applicable taxes; and
j. Total amount due.

6.5 Payment of Funds. Contractor acknowledges the City may, at its option and where available use a Procurement Cardle-Payables to make payment for orders under the Agreement; otherwise, payment will be through a traditional method of a check or Electronic Funds Transfer (EFT) as available.

6.6 Disallowed Costs, Overpayment. If at any time the City determines that a cost for which payment was made to Contractor is a disallowed cost, such as an overpayment or a charge for Products/Service not in accordance with the Agreement, the City will notify Contractor in writing of the disallowance; such notice will state the means of correction which may be, but is not limited to, adjustment of any future claim/invoice submitted by Contractor in the amount of the disallowance, or to require repayment of the disallowed amount by Contractor. Contractor will be provided with the opportunity to respond to the notice.

7. Insurance.
7 .1 Contractor must obtain and maintain at its expense throughout the Term of the Agreement, at a minimum, the types and amounts of insurance set forth in this Section 7 from insurance companies authorized to do business in the State of Arizona; the insurance must cover the Products/Service to be provided by Contractor under the Agreement. For any insurance required under the Agreement, Contractor will name the City of Mesa, its agents, representatives, officials, volunteers, officers, elected officials, and employees as additional insured, as evidenced by providing either an additional insured endorsement or proper insurance policy excerpts.

Nothing in this Section 7 limits Contractor's responsibility to the City. The insurance requirements herein are minimum requirements for the Agreement and in no way limit any indemnity promise(s) contained in the Agreement.

7.2 The City does not warrant the minimum limits contained herein are sufficient to protect Contractor and subcontractor(s) from liabilities that might arise out of performance under the Agreement by Contractor, its agents, representatives, employees, or subcontractor(s).

Contractor is encouraged to purchase additional insurance as Contractor determines may be necessary.

7.3 Each insurance policy required under the Agreement must be in effect at or prior to the execution of the Agreement and remain in effect for the Term of the Agreement.

7.4 Prior to the execution of the Agreement, Contractor will provide the City with a Certificate of Insurance (using an appropriate "ACORD" or equivalent certificate) signed by the issuer with applicable endorsements. The City reserves the right to request additional copies of any or all of the policies, endorsements, or notices relating thereto required under the Agreement.

7.5 When the City requires a Certificate of Insurance to be furnished, Contractor's insurance is primary of all other sources available. When the City is a certificate holder and/or an additional insured, Contractor agrees no policy will expire, be canceled, or be materially changed to affect the coverage available without advance written notice to the City.

7.6 The policies required by the Agreement must contain a waiver of transfer rights of recovery (waiver of subrogation) against the City, its agents, representatives, officials, volunteers, officers, elected officials, and employees for any claims arising out of the work of Contractor where permitted by law.

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7.7 All insurance certificates and applicable endorsements are subject to review and approval by the City's Risk Management Division.

7.8 Types and Amounts of Insurance. Contractor must obtain and retain throughout the term of the Agreement, at a minimum, the following:

7.8.1 Worker's compensation insurance in accordance with the provisions of Arizona law. If Contractor operates with no employees, Contractor must provide the City with written proof Contractor has no employees. If employees are hired during the course of this Agreement, Contractor must procure worker's compensations in accordance with Arizona law.

7.8.2 The Contractor shall maintain at all times during the term of this contract, a minimum amount of $1 million per occurrence/$2 million aggregate Commercial General Liability insurance, including Contractual Liability. For Commercial General Liability insurance, the City of Mesa, their agents, officials, volunteers, officers, elected officials or employees shall be named as additional insured, as evidenced by providing an additional insured endorsement.

7.8.3 Automobile liability, bodily injury and property damage with a limit of $1 million per occurrence including owned, hired and non-owned autos.

8. Requirements Contract. Contractor acknowledges and agrees the Agreement is a requirements contract; the Agreement does not guarantee any purchases will be made (minimum or maximum).

Orders will only be placed when the City identifies a need and issues a purchase order or a written notice to proceed. The City reserves the right to cancel purchase orders or a notice to proceed within a reasonable period of time of issuance; any such cancellation will be in writing. Should a purchase order or notice to proceed be canceled, the City agrees to reimburse Contractor for any actual and documented costs incurred by Contractor. If the City cancels a purchase order following shipment of the Products but prior to delivery, the City shall pay all freight and handling charges for shipment and return shipment of such Products to Contractor. All returns shall be made in accordance with Contractor's Return Policy found at www.shi.com/returnpolicy and this Agreement, with the terms of this Agreement controlling. The City will not reimburse Contractor for any avoidable costs incurred after receipt of cancellation including, but not limited to, lost profits, shipment of Product, or performance of Services. The City reserves the right to purchase contracted items through other sources if determined in the best interests of the City to do so.

9. Notices. All notices to be given pursuant to the Agreement will be delivered to the Contractor at the address listed on Page 1 of this Agreement. Notice will be delivered pursuant to the requirements set forth the Mesa Standard Terms and Conditions that are attached to the Agreement as Exhibit C.

10. WARRANTY. Contractor warrants that the Services and Products will conform to the requirements of the Agreement. Additionally, Contractor warrants that all Services will be performed in a good, workman-like and professional manner. The City's acceptance of Services or Products provided by Contractor will not relieve Contractor from its obligations under this warranty. If any Products or Services are of a substandard or unsatisfactory manner as determined by the City, Contractor, at no additional charge to the City, will provide Products or redo such Services until in accordance with this Agreement and to the City's reasonable satisfaction.

11. OEM PRODUCT WARRANTY. Contractor is a value-added reseller ("VAR") of Products, not the Original Equipment Manufacturer ("OEM") or licensor, and, except as provided herein, Contractor disclaims any warranty responsibility regarding warranties provided by the OEM for the Products provided under this Agreement ("OEM Product Warranty"). Contractor shall forward the OEM Product Warranties to the City which are provided to Contractor from the OEM of the Product and, to the extent granted by the OEM, the City shall be the beneficiary of the OEM's Product Warranties

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12. with respect to the Product. Contractor is not a party to any such terms of the OEM Product Warranty between the City and OEM and the City agrees to look to the OEM for satisfaction of any and all OEM Product Warranty claims related to that OEM's Product.

EXCEPT AS OTHERWISE PROVIDED IN THIS AGREEMENT, CONTRACTOR HEREBY

DISCLAIMS ALL OTHER WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT

NOT LIMITED TO, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A

PARTICULAR PURPOSE, WARRANTY OF NONINFRINGEMENT, OR ANY WARRANTY RELATING TO THIRD PARTY SERVICES OR PRODUCTS. THE DISCLAIMER CONTAINED IN THIS PARAGRAPH DOES NOT AFFECT THE TERMS OF ANY OEM PRODUCT WARRANTY.

Representations of Contractor. To the best of Contractor's knowledge, Contractor agrees that:
a. Contractor has no obligations, legal or otherwise, inconsistent with the terms of the Agreement or with Contractor's undertaking of the relationship with the City; b. Performance of the Services called for by the Agreement do not and will not violate any applicable law, rule, regulation, or any proprietary or other right of any third party; c. Contractor will not use in the performance of Contractor's responsibilities under the Agreement any proprietary information or trade secret of a former employer of its employees (other than City, if applicable); and
d. Contractor has not entered into and will not enter into any agreement, whether oral or written, in conflict with the Agreement.

13. Mesa Standard Terms and Conditions. Exhibit C to the Agreement is the Mesa Standard Terms and Conditions as modified by the Parties, which are incorporated by reference into the Agreement as though fully set forth herein. In the event of any inconsistency between the terms of the Agreement and the Mesa Standard Terms and Conditions, the language of the Agreement will control. The Parties or a Party.are referred to as a "party" or "parties" in the Mesa Standard Terms and Conditions. The Term is referred to as the "term" in the Mesa Standard Terms and Conditions.

14. Counterparts and Facsimile or Electronic Signatures. This Agreement may be executed in two (2) or more counterparts, each of which will be deemed an original and all of which, taken together, will constitute one agreement. A facsimile or other electronically delivered signature to the Agreement will be deemed an original and binding upon the Party against whom enforcement is sought.

15. Incorporation of Recitals and Exhibits. All Recitals and Exhibits to the Agreement are hereby incorporated by reference into the Agreement as if written out and included herein. In the event of any inconsistency between the terms of the body of the Agreement and the Exhibits, the language of the Agreement will control.

Exhibits to this Agreement are the following:
(A) Scope of Work/ Technical Specifications
(B) Pricing
(C) Mesa Standard Terms and Conditions

16. Attorneys' Fees. The prevailing Party in any litigation arising out of the Agreement will be entitled to the recovery of its reasonable attorney's fees, court costs, and other litigation related costs and fees from the other Party.

17. Title, Risk of Loss, Returns. Contractor shall transfer to the City good and merchantable title to the Product, free from all liens, encumbrances and claims of others, upon delivery of the Product to and its receipt by the City, at which time title and risk of loss shall vest fully in the City, unless

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notice of rejection is provided to Contractor's authorized representative within three (3) business days after such delivery. All returns of Product shall be made in accordance with this Agreement and Contractor's Return Policy found at www.shi.com/returnpolicy. with the terms of the Agreement controlling.

18. Additional Acts. The Parties agree to execute promptly such other documents and to perform such other acts as may be reasonably necessary to carry out the purpose and intent of the Agreement.

19. Headings. The headings of the Agreement are for reference only and will not limit or define the meaning of any provision of the Agreement.

By executing below, each Party acknowledges that it understands, approves, and accepts all of the terms of the Agreement and the attached exhibits.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.

SHI INTERNATIONAL CORP.

By: --'-~~-------
Cassie Skelton
Printed Name Printed Name
~ 1 ~S SeaJlc.£5 D, ~ Contracts Manager
----=---------------
Title Tit I e
2-27-/8) 2/27/18
Date Date
REVIEWE~
By: tl..lJ 4...-V
!

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EXHIBIT A

SCOPE OF WORK

1. MINIMUM REQUIREMENTS. Contractor must meet the following minimum qualifications:
a. A full range of information technology solution Products and Services to meet varying requirements of governmental agencies.
b. Have a strong national presence as a computer solutions provider. c. Have a distribution model capable of delivering Products, free of charge, in a timely manner on a nationwide basis.
d. Have a demonstrated sales presence.
e. Ability to provide a toll-free telephone and state of the art electronic facsimile and internet ordering and billing capabilities.
f. Be able to meet the minimum requirements of the cooperative purchasing program detailed herein.

2. ORDERING. Although the City is open to alternate ordering methods, the primary methods for customers placing orders with the Contractor is through the following:
a. Online
b. Telephone
c. Fax
d. Email

3. SCOPE OF PRODUCTS. Contractor will provide the ability to purchase a comprehensive, wide variety of Information Technology Solution Products including but not limited to the following categories:
a. Personal Computer Systems: National brand name desktop PCs, notebooks and laptops from Enterprise Tier and Middle Tier Contractors that are business related computers, manufactured by companies, such as, Apple, COMPAQ, Dell, Gateway, Hewlett Packard, IBM / Lenovo and Toshiba.
b. Standard Business Workstation: These will be used for typical tasks, which will include word processing, spreadsheet analysis, database management, business graphics, statistical analysis, internet, and other office automation activities. Product will include the operating system license, software media and documentation in the hardware shipment. c. High End Workstation: These will be used by application developers using GIS, CASE or other high-level language development tools, Computer Aided Design and Drafting professional, Internet Application developers or other sophisticated application work.

Product will include the operating system license, software media and documentation in the hardware shipment.
d. Laptop Computer or Notebook: These will be used by traveling or remote access users for typical office automation and business productivity use. With a port replicator or docking station, it may also be used as a standard desktop. Product will include the operating system license, software media and documentation in the hardware shipment. e. Network Equipment: This includes equipment primarily used for communications over an IP network. This includes layer 2 and layer 3 switches, routers, area wireless access points, point-to-point wireless access, optics, media interfaces (i.e. serial, T1 , T3, OC3) and fiber channel. Class of equipment should include home office, small and medium business, and enterprise. Contractors may include, but not limited to, Cisco Systems, Dell,

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4. 5.

Juniper Networks, HP, Extreme Networks, Enterasys Networks, D-Link, Netgear, and Brocade Communications Systems.
f. Monitors: These will include plug and play compatible monitors that are manufactured for the above systems and/or any other brand that may be specifically called for by the ordering entity and which meet the most current UL and OSHA requirements. g. Computer and Network Products and Peripherals: Complete availability of major manufacturers Product lines on items such as, but not limited to RAM, graphic accelerator cards, network interface cards, cables, printers, scanners, keyboards, drives, memory cards, cables, batteries, etc.
h. Services: Services such as cloud computing, consulting, technical support, leasing/financing, trade-ins, repair, design, analysis, configuration, implementation, installation, training, and maintenance, etc. In addition, Services which are related to the design, use or operation of the Products being purchased such as system configurations, testing, hardware/software installation, upgrades, imaging, etc. i.
j.

Note: All hardware must come fully assembled. For example, if extra memory, additional drives or peripherals are ordered, the Contractor must install them unless the Participating Agency request they not be installed. Contractor shall provide these assembly and installation services as stated in the applicable Order; any additional terms and costs that may apply will be identified in the quote.

In cases of custom configuration (e.g.: imaging, etching, kitting, build to order machines, rack and stack servers) and large roll outs, there may be an additional cost associated with assembly. Any additional costs will be noted at the time of quoting.

Installation/deployment projects typically are governed by a scope of work specific to the project which may require an additional cost. If installation is requested the Contractor will review options and provide the scope of work as well as any associated costs at the time of quoting.

Comprehensive Product Offering: Contractor's complete catalog and Services set forth in Exhibit B shall be available. The City reserves the right to accept or reject any or all items offered.

Financing: Options available such as lease programs and conditional sales contracts.

LICENSES. Participating Agencies may be required to sign a separate agreement, rider or End User Licensing Agreement ("EULA·) as required by manufacturers.

DEFECTIVE PRODUCT. All defective Products shall be replaced and exchanged by the Contractor at no cost to the City in accordance with this Agreement and Contractor's Return Policy found at www.shi.com/returnpolicy, with the terms of this Agreement controlling. Contractor will order a replacement unit within one (1) business day of notice of damage, defect or DOA from the City.

The cost of transportation, unpacking, inspection, re-packing, re-shipping or other like expenses shall be paid by the Contractor. All replacement Products must be received by the City within seven (7) days of initial notification.

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Item
# Product
1) Group 1- Systems
2) Group 2 - Input Devices
3) Group 3 - Output Devices

EXHIBIT B

PRICING
Product/ Group
1) Desktops
2) Notebooks
3) Tablets
4) Servers
(1 Processor, 2 Processor, 4+
Processor, Blade, Tower, Unix,
Handhelds, etc)
5) Keyboards
6) Mice
7) Imaging Scanners
8} POS Scanners
9} Pointing Devices
10) Bar Code Readers
11) Audio Input
12) Input Adapters
13) PC and Network Cameras
14) Input Cables
15) Input Accessories
16) Displays
17) Printers

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Discount Manufacturer Name

4.50% SH l's Full Catalog of
Systems

5.00% SH l's Full Catalog of
Input Devices

4.00% SH l's Full Catalog of
Input Devices

4.50% SH l's Full Catalog of
Output Devices

4.50% SH l's Full Catalog of
Output Devices
632

4.50% SH l's Full Catalog of
18) Inkjet Printers Output Devices

4.50% SH l's Full Catalog of
19) Inkjet Photo Printers Output Devices

4.50% SH l's Full Catalog of
20) Laser Printers Output Devices

4.50% SH l's Full Catalog of
21) Label Printers Output Devices

4.50% SH l's Full Catalog of
22) Dot Matrix Printers Output Devices

4.50% SH l's Full Catalog of
23) Multi-Function Printers Output Devices

4.50% SH l's Full Catalog of
24) Wide Format Printers Output Devices

4.50% SH l's Full Catalog of
25) Multi-Function Inkjet Printers Output Devices

4.50% SH l's Full Catalog of
26) Wide Format Printers Output Devices

4.50% SH l's Full Catalog of
27) Fax Machine Printers Output Devices

4.50% SH l's Full Catalog of
28) Printer Accessories Output Devices

4.50% SH l's Full Catalog of
29) Projectors Output Devices

4.50% SH l's Full Catalog of
30) Projector Accessories Output Devices

4.50% SH l's Full Catalog of
31) Audio Input Output Devices

4.50% SH l's Full Catalog of
32) Video Cards Output Devices

4.50% SH l's Full Catalog of
33) Sound Cards Output Devices

4.50% SH l's Full Catalog of
34) Output Accessories Output Devices

4.50% SHl's Full Catalog of
35) Printer Consumables Output Devices
36) Desktop

4.50% SHl's Full Catalog of
Memory
4) Group 4- Memory
37) Flash

4.50% SH l's Full Catalog of
Memory

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38) Networking

4.50% SH l's Full Catalog of
Memory
39) Notebook

4.50% SH l's Full Catalog of
Memory
40) Printer/ Fax

4.50% SH l's Full Catalog of
Memory
41) Server

4.50% SH l's Full Catalog of
Memory

4.00% SH l's Full Catalog of
42) Adapters Fiber Channel Storage Devices

4.00% SH l's Full Catalog of
43) Adapters FireWire / USB Storage Devices

4.00% SH l's Full Catalog of
44) Adapters IDE/ATA/SATA Storage Devices

4.00% SH l's Full Catalog of
45) Adapters RAID Storage Devices

4.00% SH l's Full Catalog of
46) Adapters SCSI Storage Devices

4.00% SH l's Full Catalog of
47) Bridges & Routers Storage Devices
48) Disk Arrays 4.00% SH l's Full Catalog of
Storage Devices
49) Disk Arrays JBOD 4.00% SH l's Full Catalog of
Storage Devices
5) Group 5 - Storage Devices SO) Drives Magneto-Optical 4.00% SH l's Full Catalog of Storage Devices
51) Drives Removable Disks 4.00% SH l's Full Catalog of Storage Devices
52) Fiber Channel Switches 4.00% SH l's Full Catalog of Storage Devices
53) Hard Disks - External 4.00% SH l's Full Catalog of
Storage Devices

4.00% SH l's Full Catalog of
54) Hard Disks - Fiber Channel Storage Devices

4.00% SHl's Full Catalog of
55) Hard Disks - IDE/ATA/S Storage Devices

4.00% SH l's Full Catalog of
56) Hard Disks - Notebook Storage Devices

4.00% SHl's Full Catalog of
57) Hard Disks - SCSI Storage Devices

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4.00% SH l's Full Catalog of
58) Networking Accessories Storage Devices

4.00% SH l's Full Catalog of
59) Optical Drives - CD-ROM Storage Devices

4.00% SH l's Full Catalog of
60) Optical Drives - CD-RW Storage Devices
61) Optical Drives - DVD-CD 4.00% SH l's Full Catalog of Storage Devices
62) Optical Drives - DVD-RW 4.00% SH l's Full Catalog of Storage Devices
63) Storage Accessories 4.00% SHl's Full Catalog of
Storage Devices
64) Storage - NAS 4.00% SH l's Full Catalog of
Storage Devices
65) Storage - SAN 4.00% SH l's Full Catalog of
Storage Devices
66) Tape Autoloaders -AIT 4.00% SH l's Full Catalog of
Storage Devices

4.00% SH l's Full Catalog of
67) Tape Autoloaders - DAT Storage Devices

4.00% SH l's Full Catalog of
68) Tape Autoloaders - DLT Storage Devices

4.00% SH l's Full Catalog of
69) Tape Autoloaders - LTO Storage Devices

4.00% SH l's Full Catalog of
70) Tape Drives - 4mm Storage Devices

4.00% SH l's Full Catalog of
71) Tape Drives - 8mm/VXA Storage Devices

4.00% SH l's Full Catalog of
72) Tape Drives - AIT Storage Devices

4.00% SH l's Full Catalog of
73) Tape Drives - DAT Storage Devices
74) Tape Drives - DLT 4.00% SH l's Full Catalog of
Storage Devices
75) Tape Drives - LTO/Ultrium 4.00% SHl's Full Catalog of Storage Devices
76) Tape Drives SOLT 4.00% SH l's Full Catalog of
Storage Devices
77) Tape Drives - Travan 4.00% SH l's Full Catalog of
Storage Devices

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78) 10/100 Hubs & Switches 5.00% SH l's Full Catalog of Network Equipment
79) Bridges & Routers 5.00% SH l's Full Catalog of
Network Equipment

5.00% SH l's Full Catalog of
80) Gigabit Hubs & Switches Network Equipment

5.00% SH l's Full Catalog of
81) Concentrators & Multiplexers Network Equipment

5.00% SH l's Full Catalog of
82) Hardware Firewalls Network Equipment

5.00% SH l's Full Catalog of
83) Intrusion Detection Network Equipment

5.00% SH l's Full Catalog of
84) KVM Network Equipment

5.00% SH l's Full Catalog of
85) Modems Network Equipment
6) Group 6 - Network 5.00% SH l's Full Catalog of
Equipment 86) Network Test Equipment Network Equipment

5.00% SH l's Full Catalog of
87) Network Adapters Network Equipment

5.00% SHl's Full Catalog of
88) Network Cables Network Equipment

5.00% SH l's Full Catalog of
89) Network Accessories Network Equipment

5.00% SH l's Full Catalog of
90) Repeaters & Transceivers Network Equipment

5.00% SH l's Full Catalog of
91) Wireless LAN Accessories Network Equipment

5.00% SHl's Full Catalog of
92) Token Authentication Network Equipment

5.00% SHl's Full Catalog of
93) l0G Fiber Optic Transceivers Network Equipment

5.00% SH l's Full Catalog of
94) lG Fiber Optic Transceivers Network Equipment
95) Licensing Packages 4.50% SH l's Full Catalog of
(e.g. Microsoft) Software
7) Group 7 - Software

4.50% SH l's Full Catalog of
96) Licensing Backup Software

4.50% SH l's Full Catalog of
97) Licensing Barcode/OC Software

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4.50% SH l's Full Catalog of
98) Licensing Business Application Software

4.50% SH l's Full Catalog of
99) Licensing CAD/CAM Software

4.50% SH l's Full Catalog of
100) Licensing - Cloning Software

4.50% SH l's Full Catalog of
101) Licensing - Computer Services Software

4.50% SHl's Full Catalog of
102) Licensing - Database Software

4.50% SH l's Full Catalog of
103) Licensing - Development Software

4.50% SH l's Full Catalog of
104) Licensing - Entertainment Software

4.50% SH l's Full Catalog of
105) Licensing - Financial Software

4.50% SH l's Full Catalog of
106) Licensing - Flow Chart Software

4.50% SH l's Full Catalog of
107) Licensing - Graphic Design Software

4.50% SH l's Full Catalog of
108) Licensing - Handheld Software

4.50% SH l's Full Catalog of
109) Licensing - Network OS Software

4.50% SHl's Full Catalog of
110) Licensing - OS Software
111) Licensing - Personal 4.50% SH l's Full Catalog of
Organization Software

4.50% SHl's Full Catalog of
112) Licensing - Presentation Software

4.50% SH l's Full Catalog of
113) Licensing - Reference Software

4.50% SH l's Full Catalog of
114) Licensing - Report Analysis Software

4.50% SH l's Full Catalog of
115) Licensing - Spreadsheet Software

4.50% SH l's Full Catalog of
116) Licensing - Utilities Software

4.50% SH l's Full Catalog of
117) Licensing - Warranties Software

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4.50% SH l's Full Catalog of
118) Licensing - Web Development Software

4.50% SH l's Full Catalog of
' 119) Licensing
- Word Processing Software

4.50% SH l's Full Catalog of
120) Software - Backup Software

4.50% SH l's Full Catalog of
121) Software - Barcode / OCR Software
122) Software - Business 4.50% SH l's Full Catalog of
Application Software

4.50% SH
l's Full Catalog of
123) Software - CAD/CAM Software

4.50% SH l's Full Catalog of
124) Software - Cloning Software

4.50% SH l's Full Catalog of
125) Software - Computer Services Software

4.50% SH l's Full Catalog of
126) Software - Database Software

4.50% SH l's Full Catalog of
127) Software - Development Software

4.50% SH
l's Full Catalog of
128) Software - Entertainment Software

4.50% SH l's Full Catalog of
129) Software - Financial Software

4.50% SH l's Full Catalog of
130) Software - Flow Chart Software

4.50% SH l's Full Catalog of
131) Software - Graphic Design Software

4.50% SH l's Full Catalog of
132) Software - Handheld Software

4.50% SH l's Full Catalog of
133) Software - OS Software
134) Software - Personal 4.50% SH l's Full Catalog of
Organization Software

4.50% SH l's Full Catalog of
135) Software - Presentation Software

4.50% SH l's Full Catalog of
136) Software - Reference Software

4.50% SH l's Full Catalog of
137) Software - Report Analysis Software

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4.50% SH l's Full Catalog of
138) Software - Spreadsheet Software

4.50% SH l's Full Catalog of
139) Software - Utilities Software

4.50% SH l's Full Catalog of
140) Software - Warranties Software

4.50% SHl's Full Catalog of
141) Software - Web Development Software

4.50% SH l's Full Catalog of
142) Software - Word Processing Software

4.00% SH l's Full Catalog of
143) Media - 4mm tape Media Supplies

4.00% SH l's Full Catalog of
144) Media -AIT tape Media Supplies

4.00% SH l's Full Catalog of
145) Media - DAT tape Media Supplies

4.00% SHl's Full Catalog of
146) Media- DLTtape Media Supplies
147) Media LTO / Ultrium tape 4.00% SH l's Full Catalog of drive Media Supplies
8) Group 8 - Media Supplies

4.00% SHl's Full Catalog of
148) Media - Magneto - Optical Media Supplies

4.00% SH l's Full Catalog of
149) Media - Optical Media Supplies

4.00% SHl's Full Catalog of
150) Media - SLR tape Media Supplies

4.00% SH l's Full Catalog of
151) Media - Travan tape Media Supplies

4.00% SHl's Full Catalog of
152) Media - VXA tape Media Supplies

4.00% SH l's Full Catalog of
153) Media - zip Media Supplies

4.00% SH l's Full Catalog of
Collaboration and IP
154) IP phones Telephony
Group 9 - Collaboration &

4.00% SH l's Full Catalog of
9) IP Telephony
Collaboration and IP
155) Video conferencing products Telephony

4.00% SH l's Full Catalog of
Collaboration and IP
156) Voice gateways / servers Telephony

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4.00% SH l's Full Catalog of
Co llaboration and IP
15 7) Headsets Te lephony

4.00% SH l's Full Catalog of
Collaboration and IP
15 8) Audio conferencing products Telephony

4.00% SH l's Full Catalog of
Collaboration and IP
lS9) Analog phones Telephony

4.00% SH l's Full Catalog of
Collaboration and IP
160) Accessories Telephony

4.00% SH l's Full Catalog of
161) Advanced Integration Other

4.00% SH l's Full Catalog of
162) Asset Disposal Other

4.00% SH l's Full Catalog of
163) Asset Management Other

4.00% SH l's Full Catalog of
164) Cables Other

4.00% SH l's Full Catalog of
165) Cables - custom Other

4.00% SH l's Full Catalog of
166) Cables - printer Other

4.00% SH l's Full Catalog of
Other 167) Complex warranties

4.00% SH l's Full Catalog of 10) Group 10 - Other
168) Desktop Accessories Other

4.00% SH l's Full Catalog of
169) Display Accessories Other

4.00% SH l's Full Catalog of
170) Electronic Services Other

4.00% SHl's Full Catalog of
171) Handheld Accessories Other

4.00 % SHl's Full Catalog of
ll2) Imaging Accessories Other

4.0 0% SH l's Full Catalog of
173) Imaging _ Camcorders Other

4.0 0% SHl's Full Catalog of
174) Imaging _ Digital Cameras Other

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4.00% SHl's Full Catalog of
17 5) Internal Lab Service Ot her

4.00% SH l's Full Catalog of
17 6) Labfees 0 ther

4.00% SH l's Full Catalog of
177) Managed Services Other

4.00% SH l's Full Catalog of
178) Miscellaneous solutions Other

4.00% SH l's Full Catalog of 179) Mounting hardware for Other vehicles

4.00% SH l's Full Catalog of
180) Networking Warranties Other

4.00% SH l's Full Catalog of
181) Notebook Accessories Other

4.00% SH l's Full Catalog of
182) Notebook Batteries Other

4.00% SH l's Full Catalog of
183) PC Lab order services Other

4.00% SH l's Full Catalog of
184) POS Accessories Other

4.00% SH l's Full Catalog of
185) POS Displays Other

4.00% SH l's Full Catalog of
186) Power Accessories Other

4.00% SHl's Full Catalog of
187) Power Surge Protection Other

4.00% SH l's Full Catalog of
188) Power UPS Other

4.00% SH l's Full Catalog of
189) Server Accessories Other

4.00% SH l's Full Catalog of
l90) service Charge Other

4.00% SH l's Full Catalog of
191) System components Other

4.00% SH l's Full Catalog of
192) Training Courses Other

4.00 % SH l's Full Catalog of
193) Training Reference Manuals Other

4.0 0% SHl's Full Catalog of
194) Warranties - Electronic Other

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4.00% SH l's Full Catalog of
195) iPAD / Tablet Stylus Other

4.00% SH l's Full Catalog of
196) Mouse / Wrist Pads Other

4.00% SH l's Full Catalog of
197) Security Locks and Hardware Other

4.00% SHl's Full Catalog of
198) Tools Other
199) Document Scanner 4.00% SH l's Full Catalog of
Accessories Other

4.00% SHl's Full Catalog of
200) Flatbed Scanners Other

4.00% SH l's Full Catalog of
201) Mobile Scanners Other

4.00% SH l's Full Catalog of
202) Network Scanners Other

4.00% SH l's Full Catalog of
203) Sheet fed Scanners Other

4.00% SH l's Full Catalog of
204) Wide Format Scanners Other
205) Workgroup / Department 4.00% SH l's Full Catalog of Scanner Other

4.00% SH l's Full Catalog of
206) Build to Order Desktops Other

4.00% SH l's Full Catalog of
207) Nettop Other

4.00% SH l's Full Catalog of
208) Point of Sale Other

4.00% SH l's Full Catalog of
209) Ultra Small Form Factor Other
210) Apple/ Mac Memory 4.00% SH l's Full Catalog of
Upgrades Other

4.00% SHl's Full Catalog of
211) Chips/ SIMMs/SIPPs / ROMs Other

4.00% SH l's Full Catalog of
212) Computer Cases Other

4.00% SH l's Full Catalog of
213) CPUs/ Fans Other

4.00% SH l's Full Catalog of
214) Memory Accessories Other

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4.00% SH l's Full Catalog of
215) Motherboards/ Chassis Other

4.00% SH l's Full Catalog of
216) 1 - 2 port Serial Boards Other

4.00% SH l's Full Catalog of
217) 3+ port Serial Boards Other

4.00% SH l's Full Catalog of
218) Console Server Other

4.00% SH l's Full Catalog of
219) Device Server Other

4.00% SH l's Full Catalog of
220) Terminal Server Other

4.00% SH l's Full Catalog of
221) Content Management Other

4.00% SH l's Full Catalog of
222) Firewall/ VPN Appliances Other
223) Multifunction Security 4.00% SH l's Full Catalog of Appliances Other

4.00% SHl's Full Catalog of
224) Network Camera Accessories Other

4.00% SH l's Full Catalog of
225) Network Cameras Other
226) Physical/Environmental 4.00% SH l's Full Catalog of Security Other
227) Security Appliance 4.00% SH l's Full Catalog of
Accessories Other

4.00% SH l's Full Catalog of
228) Security Tokens Other

4.00% SH l's Full Catalog of
229) Unified Threat Management Other

4.00% SH l's Full Catalog of
230) 2-way Radios/ Walkie Talkies Other

4.00% SHl's Full Catalog of
231) Apple Notebooks Other
232) Convertible PCs/ Slate PCs/ 4.00% SH l's Full Catalog of iPAD Other

4.00% SH l's Full Catalog of
233) iPAD Other

4.00% SH l's Full Catalog of
234) Slate Tablet Computers Other

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4.00% SHl's Full Catalog of
235 ) GPS/ PDA Ot her

4.00% SH l's Full Catalog of 23 6) Wireless Communication Other De vices

4.00% SHl's Full Catalog of
23 7) Batteries Other

4.00% SHl's Full Catalog of
23 8) Power Supplies/ Adapters Other

4.00% SHl's Full Catalog of
239) Rackmountain Equipment Other

4.00% SHl's Full Catalog of
240) Remote Power Management Other

4.00% SHl's Full Catalog of
241) Surge Suppressors Other

4.00% SHl's Full Catalog of
242) UPS/ Battery Backup Other
- 4.00% SH l's Full Catalog of
243) 14" & smaller LCD Display Other

4.00% SH l's Full Catalog of
244) 15-19" LCD Display Other

4.00% SH l's Full Catalog of
245) 15-19" Wide LCD Display Other

4.00% SH l's Full Catalog of
246) 15-19" Wide LED Display Other

4.00% SH l's Full Catalog of
247) 20-30" LCD Display Other

4.00% SH l's Full Catalog of
248) 20-30" Wide LCD Display Other

4.00% SHl's Full Catalog of
249) 20-30" Wide LED Display Other

4.00% SH l's Full Catalog of
250) PColP and Zero Client Displays Other

4.00 % SH l's Full Catalog of
251) Arm Mounts Other

4.00 % SH l's Full Catalog of
252) Ceiling Mounts Other

4.0 0% SH l's Full Catalog of
253) Combo Mounts Other

4.0 0% SH l's Full Catalog of
254) Desktop Stands/ Risers Other

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4.00% SHl's Full Catalog of
255) Flat Wall Mounts Other

4.00% SH l's Full Catalog of
256) Mount Accessories Other

4.00% SH l's Full Catalog of
257) Pole Display Other

4.00% SH l's Full Catalog of
258) Stands/ Carts/ Feet Other

4.00% SH l's Full Catalog of
259) Tilt Wall Mounts Other

4.00% SH l's Full Catalog of
260) C-Cure Products Other

4.00% SH l's Full Catalog of
261) lstar Products Other

SERVICE STANDARD DISCOUNT FROM

HOURLY RATE STANDARD RATE
Design and Analysis $ 125.00 4%
Configuration $ 165.00 4%
Implementation $ 185.00 4%
11) Group 11 - Services Installation $ 185.00 4%
Training $ 99.00 4%
Maintenance & Support $ 99.00 4%
All other Current and Future Products not specifically identified here will be offered at a 4% discount off SHI Advertised List price. Please see description below for more information on SHl's discount model for this contract.

All discounts articulated here represent the minimum discounts off SHI Advertised List Price; actual discounts may be significantly higher.

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The comprehensive SHI offering for National IPA consists of all hardware, software, and services available to our customers in the public sector marketplace. The discount structure offered to National IPA is based on our Advertised Price List which can be located on www.shi.com. In many cases, SHI Advertised List Price already reflects a substantial discount off of Manufacturer Published List prices. Given the breadth of manufacturers and products that SHI offers, there will be many opportunities for SHI to secure additional discounts for eligible contract users. We work to provide your contract users with the most advantageous pricing available, above and beyond the minimum discounts offered, whenever possible.

SHI prides ourselves on being honest and transparent with our customers especially when it comes to pricing. We base our discount structure on SHI Advertised Price as this is a verifiable source. We do not inflate this Advertised Price for RFPs in order to make our discounts appear larger. Other vendors may use MSRP or Publisher List price, which can be unreliable as a pricelist may not exist for every product, a pricelist can change from day to day, and a pricelist can be inconsistent depending on where you source the information from. When a vendor manipulates contract language in this manner or uses a loose definition of cost, it results in an increase in profit for them and higher prices for customers.

SHI is willing to provide complete transparency over the life of the contract as it relates to our costs and what we charge National IPA customers.

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EXHIBIT C

MESA STANDARD TERMS AND CONDITIONS

1. INDEPENDENT CONTRACTOR. It is expressly understood that the relationship of Contractor to the City will be that of an independent contractor. Contractor and all persons employed by Contractor, either directly or indirectly, are Contractor's employees, not City employees.

Accordingly, Contractor and Contractor's employees are not entitled to any benefits provided to City employees including, but not limited to, health benefits, enrollment in a retirement system, paid time off or other rights afforded City employees. Contractor employees will not be regarded as City employees or agents for any purpose, including the payment of unemployment or workers' compensation. If any Contractor employees or subcontractors assert a claim for wages or other employment benefits against the City, Contractor will defend, indemnify and hold harmless the City from all such claims.

2. SUBCONTRACTING. Contractor may not subcontract work under this Agreement without the express written permission of the City. If Contractor has received authorization to subcontract work, it is agreed that all subcontractors performing work under the Agreement must comply with its provisions. Further, all agreements between Contractor and its subcontractors must provide that the terms and conditions of this Agreement be incorporated therein.

3. ASSIGNMENT. This Agreement may not be assigned either in whole or in part without first receiving the other Party's written consent. Any attempted assignment, either in whole or in part, without such consent will be null and void and in such event the other Party will have the right at its option to terminate the Agreement. No granting of consent to any assignment will relieve either Party from any of its obligations and liabilities under the Agreement. Notwithstanding the foregoing, either Party may assign this Agreement and its rights, interests, liabilities and obligations thereunder to a successor pursuant to a merger, consolidation or sale of all or substantially all its assets following sixty (60) days written notice.

4. SUCCESSORS AND ASSIGNS, BINDING EFFECT. This Agreement will be binding upon and inure to the benefit of the parties and their respective permitted successors and assigns.

5. NO THIRD-PARTY BENEFICIARIES. This Agreement is intended for the exclusive benefit of the parties. Nothing set forth in this Agreement is intended to create, or will create, any benefits, rights, or responsibilities in any third parties.

6. NON- EXCLUSIVITY. The City, in its sole discretion, reserves the right to request the Products or Services set forth herein from other sources when deemed necessary and appropriate. No exclusive rights are encompassed through this Agreement.

7. AMENDMENTS. There will be no oral changes to this Agreement. This Agreement can only be modified in a writing signed by both parties. No charge for extra work or Product will be allowed unless approved in writing, in advance, by the City and Contractor.

8. TIME OF THE ESSENCE. Time is of the essence to the performance of the parties' obligations under this Agreement.

9. COMPLIANCE WITH APPLICABLE LAWS.
a. General. Contractor must procure all permits and licenses, and pay all charges and fees necessary and incidental to the lawful conduct of business. Contractor must stay fully informed of existing and future federal, state, and local laws, ordinances, and regulations that in any manner affect the fulfillment of this Agreement and must comply with the same at its own expense. Contractor bears full responsibility for training, safety, and providing necessary equipment for all Contractor personnel to achieve throughout the term of the Agreement. Upon request, Contractor will demonstrate to the City's satisfaction any programs, procedures, and other activities used to ensure compliance.

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b. Drug-Free Workplace. Contractor is hereby advised that the City has adopted a policy establishing a drug-free workplace for itself and those doing business with the City to ensure the safety and health of all persons working on City contracts and projects.

Contractor will require a drug-free workplace for all Contractor personnel working under this Agreement. Specifically, all Contractor personnel who are working under this Agreement must be notified in writing by Contractor that they are prohibited from the manufacture, distribution, dispensation, possession, or unlawful use of a controlled substance in the workplace. Contractor agrees to prohibit the use of intoxicating substances by all Contractor personnel, and will ensure that Contractor personnel do not use or possess illegal drugs while in the course of performing their duties. c. Federal and State Immigration Laws. Contractor agrees to comply with the Immigration Reform and Control Act of 1986 (IRCA) in performance under this Agreement and to permit the City and its agents to inspect applicable personnel records to verify such compliance as permitted by law. Contractor will ensure and keep appropriate records to demonstrate that all Contractor personnel have a legal right to live and work in the United States. i. As applicable to Contractor, under the provisions of A. RS. § 41-4401 , Contractor hereby warrants to the City that Contractor and each of its subcontractors will comply with, and are contractually obligated to comply with, all federal immigration laws and regulations that relate to their employees and A.RS. § 23-214(A) (hereinafter "Contractor Immigration Warranty").
ii. A breach of the Contractor Immigration Warranty will constitute as a material breach of this Agreement and will subject Contractor to penalties up to and including termination of this Agreement at the sole discretion of the City. iii. The City retains the legal right to inspect the papers of all Contractor personnel who provide services under this Agreement to ensure that Contractor or its subcontractors are complying with the Contractor Immigration Warranty.

Contractor agrees to assist the City in regard to any such inspections. iv. The City may, at its sole discretion, conduct random verification of the employment records of Contractor and any subcontractor to ensure compliance with the Contractor Immigration Warranty. Contractor agrees to assist the City in regard to any random verification performed.
v. Neither Contractor nor any subcontractor will be deemed to have materially breached the Contractor Immigration Warranty if Contractor or subcontractor establishes that it has complied with the employment verification provisions prescribed by Sections 274A and 2748 of the Federal Immigration and Nationality Act and the E-Verify requirements prescribed by A.RS. § 23-214 (A). d. Nondiscrimination. Contractor represents and warrants that it does not discriminate against any employee or applicant for employment or person to whom it provides services because of race, color, religion, sex, national origin, or disability, and represents and warrants that it complies with all applicable federal, state, and local laws and executive orders regarding employment. Contractor and Contractor's personnel will comply with applicable provisions of Title VII of the U.S. Civil Rights Act of 1964, as amended, Section 504 of the Federal Rehabilitation Act, the Americans with Disabilities Act (42 U.S.C. § 12101 et seq.), and applicable rules in performance under this Agreement. e. State Sponsors of Terrorism Prohibition. Per A.RS. § 35-392, Contractor must not be in violation of section 60) of the Federal Export Administration Act and subsequently prohibited by the State of Arizona from selling goods of services to the City.

10. SALES/USE TAX, OTHER TAXES.
a. Contractor is responsible for the payment of all taxes including federal, state, and local taxes related to or arising out of Contractor's Services under this Agreement, including by way of illustration but not limitation, federal and state income tax, Social Security tax,

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unemployment insurance taxes, and any other taxes or business license fees as required.

If any taxing authority should deem Contractor or Contractor employees an employee of the City, or should otherwise claim the City is liable for the payment of taxes that are Contractor's responsibility under this Agreement, Contractor will indemnify the City for any tax liability, interest, and penalties imposed upon the City. b. The City is exempt from paying certain federal excise taxes and will furnish an exemption certificate upon request. The City is not exempt from state and local sales/use taxes. 11 . AMOUNTS DUE THE CITY. Contractor must be current and remain current in all obligations due to the City during the performance of Services under the Agreement. Payments to Contractor may be offset by any delinquent amounts due the City or fees and charges owed to the City.

12. PUBLIC RECORDS. Contractor acknowledges that the City is a public entity, subject to Arizona's public records laws (A.R.S. § 39-121 et. seq.) and that any documents related to this Agreement may be subject to disclosure pursuant to state law in response to a public records request or to subpoena or other judicial process.

12.1. If Contractor believes document related to the Agreement contains trade secrets or other proprietary data, Contractor must notify the City and include with the notification a statement that explains and supports Contractor's claim. Contractor also must specifically identify the trade secrets or other proprietary data that Contractor believes should remain confidential.

12.2. In the event the City determines it is legally required to disclose pursuant to law any documents or information Contractor deems confidential trade secrets or proprietary data, the City, to the extent possible, will provide Contractor with prompt written notice by certified mail, fax, email or other method that tracks delivery status of the requirement to disclose the information so Contractor may seek a protective order from a court having jurisdiction over the matter or obtain other appropriate remedies. The notice will include a time period for Contractor to seek court ordered protection or other legal remedies as deemed appropriate by Contractor. If Contractor does not obtain such court ordered protection by the expiration of said time period, the City may release the information without further notice to Contractor.

13. AUDITS AND RECORDS. Contractor must preserve the records related to this Agreement for six (6) years after completion of the Agreement. The City or its authorized agent reserves the right to inspect any records related to the performance of work specified herein. In addition, the City may inspect any and all payroll, billing or other relevant records kept by Contractor in relation to the Agreement. Contractor will permit such inspections and audits during normal business hours and upon reasonable notice by the City. The audit of records may occur at Contractor's place of business or at City offices, as determined by the City.

14. BACKGROUND CHECK. The City may conduct criminal, driver history, and all other requested background checks of Contractor personnel who would perform Services under the Agreement or who will have access to the City's information, data, or facilities in accordance with the City's current background check policies. Any officer, employee, or agent that fails the background check must be replaced immediately for any reasonable cause not prohibited by law.

15. SECURITY CLEARANCE AND REMOVAL OF CONTRACTOR PERSONNEL. The City will have final authority, based on security reasons: (i) to determine when security clearance of Contractor personnel is required; (ii) to determine the nature of the security clearance, up to and including fingerprinting Contractor personnel; and (iii) to determine whether or not any individual or entity may provide Services under this Agreement. If the City objects to any Contractor personnel for any reasonable cause not prohibited by law, then Contractor will, upon notice from the City, remove any such individual from performance of Services under this Agreement.

16. DEFAULT.
a. A party will be in default if that party:

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i. Is or becomes insolvent or is a party to any voluntary bankruptcy or receivership proceeding, makes an assignment for a creditor, or there is any similar action that affects Contractor's capability to perform under the Agreement; ii. Is the subject of a petition for involuntary bankruptcy not removed within sixty (60) calendar days;
iii. Conducts business in an unethical manner as set forth in the City Procurement Rules Article 7 or in an illegal manner; or
iv. Fails to carry out any term, promise, or condition of the Agreement. b. Contractor will be in default of this Agreement if Contractor is debarred from participating in City procurements and solicitations in accordance with Article 6 of the City's Procurement Rules.
c. Notice and Opportunity to Cure. In the event a party is in default then the other party may, at its option and at any time, provide written notice to the defaulting party of the default. The defaulting party will have thirty (30) days from receipt of the notice to cure the default; the thirty (30) day cure period may be extended by mutual agreement of the parties, but no cure period may exceed ninety (90) days. A default notice will be deemed to be sufficient if it is reasonably calculated to provide notice of the nature and extent of such default. Failure of the non-defaulting party to provide notice of the default does not waive any rights under the Agreement.
d. Anticipatory Repudiation. Whenever the City in good faith has reason to question Contractor's intent or ability to perform, the City may demand that Contractor give a written assurance of its intent and ability to perform. In the event that the demand is made and no written assurance is given within five (5) calendar days, the City may treat this failure as an anticipatory repudiation of the Agreement.

17. REMEDIES. The remedies set forth in this Agreement are not exclusive. Election of one remedy will not preclude the use of other remedies. In the event of default:
a. The non-defaulting party may terminate the Agreement, and the termination will be effective immediately or at such other date as specified by the terminating party. b. The City may purchase the Services required under the Agreement from the open market, complete required work itself, or have it completed at the expense of Contractor. If the cost of obtaining substitute Services exceeds the contract price, the City may recover the excess cost by: (i) requiring immediate reimbursement to the City; (ii) deduction from an unpaid balance due to Contractor; (iii) collection against the proposal and/or performance security, if any; (iv) collection against liquidated damages (if applicable); or (v) a combination of the aforementioned remedies or other remedies as provided by law. Costs includes any and all, fees, and expenses incurred in obtaining substitute Services and expended in obtaining reimbursement, including, but not limited to, administrative expenses, attorneys' fees, and costs.
c. The non-defaulting party will have all other rights granted under this Agreement and all rights at law or in equity that may be available to it. d. Neither party will be liable for incidental, indirect, special, or consequential damages.

18. CONTINUATION DURING DISPUTES. Contractor agrees that during any dispute between the parties, Contractor will continue to perform its obligations until the dispute is settled, instructed to cease performance by the City, enjoined or prohibited by judicial action, or otherwise required or obligated to cease performance by other provisions in this Agreement.

19. TERMINATION FOR CONVENIENCE. The City reserves the right to terminate this Agreement in part or in whole upon thirty (30) calendar days' written notice.

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20. TERMINATION FOR CONFLICT OF INTEREST (A.R.S. § 38-511 ). Pursuant to A.R.S. § 38-511 , the City may cancel this Agreement within three (3) years after its execution, without penalty or further obligation, if any person significantly involved in initiating, securing, drafting, or creating the Agreement for the City becomes an employee or agent of Contractor. 21 . TERMINATION FOR NON-APPROPRIATION AND MODIFICATION FOR BUDGETARY CONSTRAINT. The City is a governmental agency which relies upon the appropriation of funds by its governing body to satisfy its obligations. If the City reasonably determines that it does not have funds to meet its obligations under this Agreement, the City will have the right to terminate the Agreement without penalty on the last day of the fiscal period for which funds were legally available. In the event of such termination, the City agrees to provide written notice of its intent to terminate thirty (30) calendar days prior to the stated termination date.

22. PAYMENT TO CONTRACTOR UPON TERMINATION. Upon termination of this Agreement, Contractor will be entitled only to payment for those Services performed up to the date of termination, and any authorized expenses already incurred up to such date of termination. The City will make final payment within thirty (30) calendar days after the City has both completed its appraisal of the Products and Services provided and received Contractor's properly prepared final invoice.

Termination of this Agreement shall not affect the obligations of the City or Contractor under any existing Order issued under this Agreement, and such Order shall continue in effect as though this Agreement has not been terminated, and was still in effect with respect to such Order.

23. NON-WAIVER OF RIGHTS. There will be no waiver of any provision of this agreement unless approved in writing and signed by the waiving party. Failure or delay to exercise any rights or remedies provided herein or by law or in equity, or the acceptance of, or payment for, any Services hereunder, will not release the other party of any of the warranties or other obligations of the Agreement and will not be deemed a waiver of any such rights or remedies.

24. INDEMNIFICATION/LIABILITY.
a. To the fullest extent permitted by law, Contractor agrees to defend, indemnify, and hold the City, its officers, agents, and employees, harmless from and against any and all liabilities, demands, claims, suits, losses, damages, causes of action, fines or judgments, including costs, attorneys', witnesses', and expert witnesses' fees, and expenses incident thereto, relating to, arising out of, or resulting from: (i) misconduct by Contractor personnel under this Agreement; (ii) any negligent acts, errors, mistakes or omissions by Contractor or Contractor personnel; and (iii) Contractor or Contractor personnel's failure to comply with this Agreement.
b. Contractor will update the City during the course of the litigation to timely notify the City of any issues that may involve the independent negligence of the City that is not covered by this indemnification.
c. The City assumes no liability for actions of Contractor and will not indemnify or hold Contractor or any third party harmless for claims based on this Agreement or use of Contractor-provided supplies or Services.
d. IN THE EVENT OF ANY LIABILITY INCURRED BY CONTRACTOR OR ANY OF ITS

AFFILIATES HEREUNDER, INCLUDING INDEMNIFICATION OF CITY BY

CONTRACTOR, THE ENTIRE LIABILITY OF CONTRACTOR AND ITS AFFILIATES FOR DAMAGES FROM ANY CAUSE WHATSOEVER WILL NOT EXCEED $5,000,000.00 OVER THE ENTIRE TERM OF THE AGREEMENT.

25. (RESERVED)

26. THE CITY'S RIGHT TO RECOVER AGAINST THIRD PARTIES. Contractor will do nothing to prejudice the City's right to recover against third parties for any loss, destruction, or damage to City property, and will at the City's request and expense, furnish to the City reasonable assistance and

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cooperation, including assistance in the prosecution or defense of suit and the execution of instruments of assignment in favor of the City in obtaining recovery.

27. NO GUARANTEE OF WORK. Contractor acknowledges and agrees that it is not entitled to deliver any specific amount of Products or Services or any Products or Services at all under this Agreement and acknowledges and agrees that the Products or Services will be requested by the City on an as needed basis at the sole discretion of the City. Any document referencing quantities or performance frequencies represent the City's best estimate of current requirements, but will not bind the City to purchase, accept, or pay for Products or Services which exceed its actual needs.

28. OWNERSHIP. All deliverables, Services, and information provided by Contractor or the City pursuant to this Agreement (whether electronically or manually generated) including without limitation, reports, test plans, and survey results, graphics, and technical tables, originally prepared in the performance of this Agreement, are the property of the City and will not be used or released by Contractor or any other person except with prior written permission by the City. Notwithstanding the foregoing, Contractor shall retain ownership rights to (1) all of its previously existing intellectual property, including any systems, derivatives, modifications and enhancements thereto, (2) confidential information of contractor, and (3) any tools or scripting applications used, developed or created by Contractor or its third-party licensors during the performance of this Agreement.

29. USE OF NAME. Contractor will not use the name of the City of Mesa in any advertising or publicity without obtaining the prior written consent of the City.

30. PROHIBITED ACTS. Pursuant to A.RS. § 38-504, a current or former public officer or employee within the last twelve (12) months shall not represent another organization before the City on any matter for which the officer or employee was directly concerned and personally participated in during their service or employment or over which they had a substantial or material administrative discretion. Further, while employed by the City and for two (2) years thereafter, public officers or employees are prohibited from disclosing or using, without appropriate authorization, any confidential information acquired by such personnel in the course of his or her official duties at the City.

31. FOB DESTINATION FREIGHT PREPAID AND ALLOWED. All deliveries will be FOB destination freight prepaid and allowed unless otherwise agreed.

32. RISK OF LOSS. Contractor agrees to bear all risks of loss, injury, or destruction of goods or equipment incidental to providing these Services and such loss, injury, or destruction will not release Contractor from any obligation hereunder.

33. SAFEGUARDING CITY PROPERTY. Contractor will be responsible for any damage to City real property or damage or loss of City personal property when such property is the responsibility of or in the custody of Contractor or its employees.

34. WARRANTY OF RIGHTS. Contractor warrants it has title to, or the right to allow the City to use, the Products and Services being provided and that the City may use same without suit, trouble or hindrance from Contractor or third parties.

35. PROPRIETARY RIGHTS INDEMNIFICATION. Without limiting the foregoing, Contractor will without limitation, at its expense defend the City against all claims asserted by any person that anything provided by Contractor infringes a patent, copyright, trade secret or other intellectual property right and must, without limitation, pay the costs, damages and attorneys' fees awarded against the City in any such action, or pay any settlement of such action or claim. Each party agrees to notify the other promptly of any matters to which this provision may apply and to cooperate with each other in connection with such defense or settlement. If a preliminary or final judgment is obtained against the City's use or operation of the items provided by Contractor hereunder or any part thereof by reason of any alleged infringement, Contractor will, at its expense and without limitation, either: (a) modify the item so that it becomes non-infringing; (b) procure for the City the right to continue to use the item; (c) substitute for the infringing item other item(s) having at least equivalent capability; or (d) refund to the City an amount equal to the price paid, less reasonable usage, from the time of installation acceptance through cessation of use, which amount will be

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calculated on a useful life not less than five (5) years, plus any additional costs the City may incur to acquire substitute Products or Services.

36. CONTRACT ADMINISTRATION. The contract will be administered by the Purchasing Administrator and/or an authorized representative from the using department. All questions regarding the contract will be referred to the administrator for resolution. Supplements may be written to the contract for the addition or deletion of Services. Payment will be negotiated and determined by the contract administrator(s).

37. FORCE MAJEURE. Failure by either party to perform its duties and obligations will be excused by unforeseeable circumstances beyond its reasonable control, including acts of nature, acts of the public enemy, riots, fire, explosion, legislation, and governmental regulation. The party whose performance is so affected will within five (5) calendar days of the unforeseeable circumstance notify the other party of all pertinent facts and identify the force majeure event. The party whose performance is so affected must also take all reasonable steps, promptly and diligently, to prevent such causes if it is feasible to do so, or to minimize or eliminate the effect thereof. The delivery or performance date will be extended for a period equal to the time lost by reason of delay, plus such additional time as may be reasonably necessary to overcome the effect of the delay, provided however, under no circumstances will delays caused by a force majeure extend beyond one hundred-twenty (120) calendar days from the scheduled delivery or completion date of a task unless agreed upon by the parties.

38. COOPERATIVE USE OF CONTRACT. This contract is available through National IPA to agencies nationwide. The City has also entered into various cooperative purchasing agreements with other Arizona government agencies, including the Strategic Alliance for Volume Expenditures (SAVE) cooperative. Under the SAVE Cooperative Purchasing Agreement, any contract may be extended for use by other municipalities, school districts and government agencies through National IPA or SAVE in the State of Arizona with the approval of Contractor. Any such usage by other entities must be in accordance with the statutes, codes, ordinances, charter and/or procurement rules and regulations of the respective government agency.

A contractor, subcontractor or vendor or any employee of a contractor, subcontractor or vendor who is contracted to provide Services on a regular basis at an individual school shall obtain a valid fingerprint clearance card pursuant to title 41, chapter 12, article 3.1 . A school district governing board shall adopt policies to exempt a person from the requirements of this subsection if the person's normal job duties are not likely to result in independent access to or unsupervised contact with pupils. A school district, its governing board members, its school council members and its employees are exempt from civil liability for the consequences of adoption and implementation of policies and procedures pursuant to this subsection unless the school district, its governing board members, its school council members or its employees are guilty of gross negligence or intentional misconduct.

Additionally, Contractor will comply with the governing body's fingerprinting policy of each individual school district and public entity. Contractor, subcontractors, vendors and their employees will not provide Services on school district properties until authorized by the school district.

Orders placed by other agencies and payment thereof will be the sole responsibility of that agency.

The City is not responsible for any disputes arising out of transactions made by others. The City is not a party to any agreements between the Contractor and National IPA, National IPA and other agencies, the Contractor and other agencies, or any third-party contracts in any way related to this Agreement or the cooperative use of this Agreement.

39. FUEL CHARGES AND PRICE INCREASES. No fuel surcharges will be accepted. No price increases will be accepted without proper request by Contractor and response by the City's Purchasing Division.

40. NOTICES. All notices to be given pursuant to this Agreement must be delivered to the parties at their respective addresses. Notices may be (i) personally delivered; (ii) sent via certified or registered mail, postage prepaid; (iii) sent via overnight courier; or (iv) sent via email or facsimile.

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If provided by personal delivery, receipt will be deemed effective upon delivery. If sent via certified or registered mail, receipt will be deemed effective three (3) calendar days after being deposited in the United States mail. If sent via overnight courier, email or facsimile, receipt will be deemed effective two (2) calendar days after the sending thereof. 41 . GOVERNING LAW, FORUM. This Agreement is governed by the laws of the State of Arizona.

The exclusive forum selected for any proceeding or suit in law or equity arising from or incident to this Agreement will be Maricopa County, Arizona.

42. INTEGRATION CLAUSE. This Agreement, including all attachments and exhibits hereto, supersede all prior oral or written agreements, if any, between the parties and constitutes the entire agreement between the parties with respect to the work to be performed.

43. PROVISIONS REQUIRED BY LAW. Any provision required by law to be in this Agreement is a part of this Agreement as if fully stated in it.

44. SEVERABILITY. If any provision of this Agreement is declared void or unenforceable, such provision will be severed from this Agreement, which will otherwise remain in full force and effect.

The parties will negotiate diligently in good faith for such amendment(s) of this Agreement as may be necessary to achieve the original intent of this Agreement, notwithstanding such invalidity or unenforceability.

45. SURVIVING PROVISIONS. Notwithstanding any completion, termination, or other expiration of this Agreement, all provisions which, by the terms of reasonable interpretation thereof, set forth rights and obligations that extend beyond completion, termination, or other expiration of this Agreement, will survive and remain in full force and effect. Except as specifically provided in this Agreement, completion, termination, or other expiration of this Agreement will not release any party from any liability or obligation arising prior to the date of termination.

46. A.R.S. SECTIONS 1-501 and 1-502. Pursuant to Arizona Revised Statutes Sections 1-501 and 1- 502, any person who applies to the City for a local public benefit (the definition of which includes a grant, contract or loan) must demonstrate his or her lawful presence in the United States. As the Agreement is deemed a local public benefit, if Contractor is an individual (natural) person or sole proprietorship, Contractor agrees to sign and submit the necessary documentation to prove compliance with the statutes as applicable.

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OFFICE OF THE CITY CLERK

COUNCIL MINUTES
February 5, 2018
The City Council of the City of Mesa met in a Regular Council Meeting in the Council Chambers, 57 East 1st Street, on February 5, 2018 at 5:45 p.m.

COUNCIL PRESENT COUNCIL ABSENT OFFICERS PRESENT
John Giles
David Luna
Mark Freeman
Christopher Glover
Francisco Heredia
Kevin Thompson
Jeremy Whittaker
None Christopher Brady
Dee Ann Mickelsen
Jim Smith
Mayor’s Welcome.

Invocation by Pastor Ben Diaz with Palabra de Vida (Word of Life).

Pledge of Allegiance was led by Councilmember Thompson.

Awards, Recognitions and Announcements.

There were no awards, recognitions or announcements.

1. Take action on all consent agenda items.

All items listed with an asterisk (*) will be considered as a group by the City Council and will be enacted with one motion. There will be no separate discussion of these items unless a Councilmember or citizen requests, in which event the item will be removed from the consent agenda and considered as a separate item. If a citizen wants an item removed from the consent agenda, a blue card must be completed and given to the City Clerk prior to the Council’s vote on the consent agenda.

It was moved by Councilmember Thompson, seconded by Councilmember Glover, that the consent agenda items be approved.

Carried unanimously.
*2. Approval of minutes from previous meetings as written.

Minutes from the January 8, 11, and 22, 2018 Council meetings. 655
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3. Take action on the following liquor license applications:
*3-a. It Ain’t Chemo
This is a one-day event to be held on Saturday, February 10, 2018 from 9:00 A.M. to 9:00 P.M. at Riverview Park, 2100 West Rio Salado Parkway. (District 1) *3-b. AMC Superstition East 12
A multi-screen cinema is requesting a new Series 6 Bar License for American MultiCinema Inc., 1935 South Signal Butte Road - Andrea Dahlman Lewkowitz, agent. There is no existing license at this location. (District 6)
*3-c. ATL Wings
A restaurant that serves lunch and dinner is requesting a new Series 12 Restaurant License for Stapley Wings LLC, 1455 South Stapley Drive, Suites 22-24 - Andrea Dahlman Lewkowitz, agent. The existing license held by Mark Killian, sole proprietor, will revert to the State. (District 4)
*3-d. Elgin Distillery
This is a one-day craft distillery festival to be held on Saturday, March 3, 2018 from 9:00 A.M. to 4:00 P.M. at Sunland Village, 4601 East Dolphin Avenue. (District 2) *3-e. Village of Elgin Winery
This is a one-day wine festival event to be held on Saturday, March 3, 2018 from 9:00 A.M. to 4:00 P.M. at Sunland Village, 4601 East Dolphin Avenue. (District 2)

4. Take action on the following off-track betting license application:
*4-a. Turf Paradise, TP Racing LLLP
New Off-Track Betting License for Turf Paradise, TP Racing LLLP to telecast at Moose & Bear, located at 118 East McKellips Road, Suite 103, TB Concepts LLC. Applicant:

Vincent Acri Francia. (District 1)

5. Take action on the following contracts:
*5-a. One-Year Renewal to the Term Contract for Executive Physicals for Citywide Departments as requested by the Human Resources Department. (Citywide) This contract provides annual physicals for the City’s executive staff as a means of maintaining optimum health. There are approximately 65-70 positions eligible to participate in this program.

The Human Resources Department and Purchasing recommend authorizing the renewal contract with Banner Occupational Health Clinics, at $88,500, based on estimated usage.
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*5-b. One-Year Renewal to the Term Contract for Deceased Animal Collection Services for the Community Services Department. (Citywide)
This contract provides a vendor to collect and dispose of deceased animals up to 150 pounds that are reported within the City. The contractor is responsible for the proper disposal by cremation or other means in accordance with the standards and methods approved by the Maricopa County Health Department.

The Community Services Department and Purchasing recommend authorizing the renewal contract with APM/Couts Enterprises, Inc., dba Arizona Pet Mortuary, at $54,000, based on estimated usage.
*5-c. Purchase of One Replacement Fire Apparatus, an Air Light/Rehab Unit, for the Fire and Medical Department (Sole Source). (Citywide)
The apparatus being replaced has met established replacement criteria and will be sold by a sealed bid process or traded-in as part of the City's fire apparatus purchase agreement with Pierce Manufacturing. In addition, Fire and Medical will trade-in two units to further offset the price for the Air/Light Rehab unit.

The Fire and Medical Department and Purchasing recommend authorizing the purchase using the City’s five-year purchase agreement with Pierce Manufacturing Inc., through their designated local dealer, Hughes Fire Equipment Inc., at $502,264.75. This purchase is funded by the Capital-General Fund and authorized 2013 Public Safety Bonds.
*5-d. Three-Year Term Contract for Landscape Maintenance Services for Parks, Retention Basins and Sports Fields - Zones 1, 2, 3 and 4 for the Parks, Recreation and Community Facilities Department (PRCF). (Citywide)
These contracts provide landscape maintenance services for sports fields, parkways, medians, parks, retention basins or grounds adjacent to City facilities. The City has divided the landscaping into geographic areas known as Zones 1, 2, 3 and 4. PRCF has done an analysis to bring the work under this contract in-house and, at this time, contracting continues to be in the best financial interest of the City.

The evaluation committee recommends awarding the contract to the highest-scored proposal from Mariposa Landscape Arizona, Inc.; Zone 1, at $1,435,319.57 annually; Zone 2, at $959,183.45 annually; Zone 3, at $974,364.20 annually; and Zone 4, at $1,221,738.22 annually; based on estimated usage.
*5-e. Three-Year Term Contract for Plumbing Services for the Parks, Recreation and Community Facilities Department. (Citywide)
This contract will establish a list of pre-qualified plumbing contractors to perform plumbing services on various City facilities/projects on an as-needed basis.

The evaluation committee recommends awarding the contract to the four, highest-scored proposals from Mesa Energy Systems Inc.; RKS Plumbing and Mechanical Inc.; Sun Mechanical Inc.; and W.D. Manor Mechanical Contractors, Inc.; cumulatively not to exceed $100,000 annually, based on estimated usage.
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*5-f. Purchase of Furniture for the Main Library as requested by the Library Services Department. (Citywide)
This purchase will provide seating and tables for two new rooms at the Main Library, Teen Room and ThinkSpot. The Library worked with several vendors utilizing cooperative contracts specifying their needs and goals with this project.

The Library Services Department and Purchasing recommend authorizing the purchase using the Northern Arizona University cooperative contract with Atmosphere Commercial Interiors, at $50,876.25.
*5-g. Five-Year Term Contract with CDW Government, LLC and SHI International Corp. for Information Technology Solutions and Services for Various Departments throughout the City. (Citywide)
This contract will provide the City and participating agencies a full range of information technology solution products and services to meet varying requirements of governmental agencies. The scope of products and services available under these contracts include standard business and high-end workstations; laptop and notebook computers; network equipment; computer and network products and peripherals; monitors; various cloud, consulting, and technical support services; financing; various software products; and the contractors' comprehensive product offering.

Mesa, as the lead agency, has partnered with the National Intergovernmental Purchasing Alliance Company (National IPA) to lead this contract. The contract will be available to over 45,000 public agencies nationally. While no minimum volume is guaranteed to the suppliers, the estimated annual volume of IT Solutions purchased under this master agreement is approximately $500 million per year. The City will receive rebates annually for administering and awarding this contract.

A committee representing the Police, and Information Technology Departments, City Manager’s Office, Police-Information Technology, National IPA and Purchasing evaluated responses. The evaluation committee recommends awarding the contract to the highest-scored proposals from CDW Government, LLC and SHI International Corp., at $3,100,000 annually, based on estimated usage.
*5-h. One-Year Term Contract for Electrical and Lighting Supplies for the Materials and Supply Warehouse (for Citywide Departments). (Citywide) Multiple departments use this Citywide contract for their miscellaneous electrical equipment and supplies.

The Business Services Department and Purchasing recommend authorizing the purchase using the State of Arizona cooperative contract with Border States Industries, Inc., at $100,000, based on estimated usage.
*5-i. Re-Award the Three-Year Term Contract for Microfilm Conversion Services for the Police Department. (Citywide)
This contract will provide services to convert Police Department data from microfilm to digital media. Police, Records Division use microfilm that is becoming worn and damaged. The previous vendor is unable to satisfactorily fulfill the contract requirements. 658
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The Police Department and Purchasing recommend re-awarding the contract to the second highest scored proposal, ICM Conversions, at $400,000 annually, based on estimated usage.
*5-j. Purchase of Falcon District Brand Signage as requested by the Economic Development Department. (Citywide)
Continuing to build awareness and to promote the Falcon Field Economic Activity Area, this purchase for the Falcon District signage includes the installation of two branded monument signs to be located on Greenfield and Higley Roads, south of the 202.

Additionally, the City will install utility and transit signal box wraps and will mount branded banners promoting aerospace, technology, and manufacturing on light poles around the airport.

The Economic Development Department and Purchasing recommend authorizing the purchase using the City of Peoria cooperative contract with YESCO Phoenix, at $146,670.49. This purchase is funded by Local Streets Sales Tax. *5-k. Purchase of Three Replacement Rollback Trailers for the Transportation Department. (Citywide)
These trailers will replace three aging equipment trailers that are at the end of their service life. The trailers will meet the needs and safety requirements for transporting the large equipment required to perform street and right-of-way maintenance.

The Transportation Department and Purchasing recommend authorizing the purchase using the National Joint Powers Alliance contract with Empire Southwest (a Mesa business), at $176,764.77. This purchase is funded by Local Streets Sales Tax. *5-l. One-Year Renewal to the Term Contract for Radio-Based Endpoint Encoders (for Water Meter Reading) for the Water Resources Department. (Citywide) This contract provides Itron radio-based endpoint encoders and accessories purchased directly from Itron, Inc., the manufacturer. The endpoint stores 40 days of hourly reads to ensure data integrity and offers advanced customer side leak detection and reverse flow and tamper alarms. Water Utility installs approximately 540 radio-based endpoint encoders on new and existing meters annually.

The Water Resources Department and Purchasing recommend authorizing the renewal with Itron, Inc., at $100,000, based on estimated usage. *5-m. Purchase of Water Treatment Plant Shop Tools and Equipment for the New Signal Butte Water Treatment Plant as requested by the Water Resources Department. (Citywide) This purchase is for tools and equipment needed for the start-up and maintenance in the various shops at the new Signal Butte Water Treatment Plant.

The Water Resources Department and Purchasing recommend awarding the contract to the lowest, responsive and responsible bidders: Copper State Bolt & Nut Co. (a Mesa business); Glendale Industrial Supply, LLC, dba UNICOA Construction and Industrial Supply; Mallory Safety & Supply LLC; and W.W. Grainger, Inc.; cumulatively not to exceed $153,000, based on estimated usage.
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*5-n. One-Year Renewal to the Term Contract for Fire Hydrant Water Meters for the Water Resources Department. (Citywide)
This contract provides 3” fire hydrant water meters to accurately measure construction water use of fire hydrants. The meters are installed by Water Utility staff to serve contractors and other customers needing to connect to City fire hydrants for temporary construction water service and dust control purposes.

The Water Resources Department and Purchasing recommend authorizing the renewal with Badger Meter Inc., dba National Meter Automation, at $35,000, based on estimated usage.
*5-o. Greenfield Water Reclamation Plant (GWRP), Phase III Expansion Guaranteed Maximum Price (GMP) No. 2. (Citywide)
The City of Mesa, Town of Gilbert, and Town of Queen Creek seek to provide an additional 14 million gallons per day annual average day flow of liquids and solids treatment capacity at the existing GWRP, complete with the required infrastructure, technology, and environmental features to ensure a reliable, efficient, and expanded plant to meet the current and future demands.

Staff recommends awarding the contract for the completion of this project to McCarthy Building Companies in the amount of $120,302,333 and authorize a change order allowance $6,015,117 (5%) for a total project amount of $126,317,450. This project is funded by the Greenfield Water Reclamation Plant Joint Venture Fund, with contributions coming from its members based on usage. Mesa’s portion of this GMP is $72,229,521 and is funded by 2014 authorized Wastewater Bonds. *5-p. Sewer Pipe and Manhole Rehabilitation: Mesa Drive, Millet Avenue, Horne, and 6th Avenue. (District 4)
The existing sanitary sewer lines covered by this project were built during the 1950’s and 1960’s. The age of these pipes greatly increases their risk of failure and emergency repairs. This method of construction can be completed while leaving the pipe in place and without excavation. Similarly, the sewer manholes will be cleaned, repaired, and coated in place. Only the concrete adjustment rings will be removed and replaced.

Staff recommends awarding the contract for this project to the lowest, responsible bidder, B and F Contracting, Inc, in the amount of $1,394,294.67, and authorize a change order allowance in the amount of $139,430 (10%), for a total amount of $1,533,724.67. Funding for this project is available from the 2014 Wastewater Bond Program.
*5-q. Sidewalks at Railroad Crossing on Alma School. (Districts 3 and 4) To continue to meet current railroad approach and clearance standards at the Alma School Road railroad crossing, additional safety improvements will need to be made.

The project improvements for roadway and sidewalk approach at this location will facilitate greater public safety and needed clearances from railroad signals along with a smoother roadway crossing of the Union Pacific Railroad track. Mesa will participate in the federally-funded Railway-Highway Grade Crossing Program, and will be responsible 660
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for adjusting the existing concrete sidewalks around the proposed cantilevers and gates, and installing concrete medians.

This project was previously awarded by Council on July 10, 2017, however, the previously selected contractor could not comply with the federal requirements and the project was released for bid a second time.

Staff recommends awarding the contract to the lowest, responsible bidder, AJP Electric, in the amount of $149,494, plus an additional $14,949 (10%) as a change order allowance, for a total amount of $164,443. Funding is available from the Local Streets Sales Tax, of which 94.3% will be reimbursed by Arizona Department of Transportation (Federal) Grant under the Railway-Highway Grade Crossing.

6. Take action on the following resolutions:
*6-a. Approving and authorizing the City Manager to submit the Second Substantial Amendment to the Fiscal Year 2017/2018 Annual Action Plan to the U.S. Department of Housing and Urban Development related to the allocation of funding obtained under the Community Development Block Grant (CDBG) program. This Amendment will allow for reallocation of $600,000 in CDBG funds from the Senior Center Renovation Project (247 North Macdonald) to the Eagles Park Project (828 East Broadway Road). (District 4) – Resolution No. 11088.
*6-b. Approving and authorizing the City Manager to enter into a Grant Agreement with the Arizona Department of Public Safety to accept $1,335,284 in Victims of Crime Act (VOCA) grant funds. The finding will be used for salaries and expenses for the Mesa Prosecutors Office, Victim Services Unit for a three-year period. (Citywide) – Resolution No. 11089.
*6-c. Approving and authorizing the City Manager to enter into a Lease Agreement with New Cingular Wireless PCS for a cellular site on a portion of 5950 East Virginia Street, also known as Mesa Fire Station 214. (District 5) – Resolution No. 11090. *6-d. Approving and authorizing the City Manager to enter into a Development Agreement for City-Share Reimbursement with PPGN-Ray, LLLP, for the reimbursement of $100,568 for regional street and street lighting improvements that are being required by the City in conjunction with a proposed residential development known as Crismon Road at PPGN, located at 5461 South Ellsworth Road. (District 6) – Resolution No. 11091. *6-e. Approving and authorizing the City Manager to enter into an Intergovernmental Agreement with the Maricopa County, Department of Transportation for the pavement rehabilitation of Adobe Road from Higley Road to Recker Road. The City will contribute an estimated $54,417 for the portion of the project that is within City boundaries that will be funded from the 2013 Streets Bond Program. (District 5) – Resolution No. 11092. *6-f. Approving and authorizing the City Manager to enter into First Amendments to the Development Agreement, Ground and Air Lease, and License Agreement with 3W Management, LLC, to facilitate the development of, and job creation and retention at, the City-owned property generally located at the southwest corner of Main Street and South Pomeroy and 34 South Pomeroy, which is the development commonly known as The GRID. (District 4) – Resolution No. 11093.
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7. Introduction of the following ordinance and setting February 26, 2018 as the date of the public hearing on this ordinance:
*7-a. ZON17-00323 (District 5) The 8800 to 8900 blocks of East Main Street (south side).

Located west of Red Mountain Freeway on the south side of Main Street (16.4± acres).

Rezoning from RS-43 and GC to GC-PAD; and Site Plan Review. This request will allow for the development of an RV dealership and storage facility. Jeff Welker, Welker Development Resources, applicant; Roger D. Overson, owner.

Staff Recommendation: Approval with conditions
P&Z Board Recommendation: Approval with conditions (Vote: 6-0)

8. Discuss, receive public comment, and take action on the following ordinances:
*8-a. ZON17-00309 (District 2) The 5200 block of East Inverness Avenue (south side).

Located east of Higley Road south of the US60 Freeway (1.9 ± acres). Rezoning from RM-3-PAD to LC; and Site Plan Review. This request will allow for the development of a commercial building. John Schoenauer, HD Management, applicant; Sevilla, LLC, owner. – Ordinance No. 5419.

Staff Recommendation: Approval with conditions
P&Z Board Recommendation: Approval with conditions (Vote: 7-0) *8-b. ZON17-00283 (District 6) The 7100 to 7300 blocks of East Ray Road (north side).

Located east of Power Road on the north side of Ray Road (56.0± acres). Rezone from LI-AF to LI-AF-PAD. This request will allow for the development of an industrial subdivision. Omar Cervantes, XCL Engineering, LLC, applicant; Phx-Mesa Gateway Airport 193, LLC, owner. – Ordinance No. 5420.

Staff Recommendation: Approval with conditions
P&Z Board Recommendation: Approval with conditions (Vote: 7-0) *8-c. ZON17-00432 (District 3) The 800 and 900 blocks of West Southern Avenue (south side), the 1200 and 1300 blocks of South Extension Road (west side), and the 800 and 900 blocks of West Grove Avenue (north side). Located at the southwest corner of Southern Avenue and Extension Road (19.3 ± acres). PAD Amendment; Site Plan Modification. This request will allow the development of a new multiple-residence building in an existing multiple-residence complex. Reese Anderson, Pew and Lake, PLC, applicant; Edward B. Frankel, Trustee of the Frankel Family Trust, owner. – Ordinance No. 5421.

Staff Recommendation: Approval with conditions
P&Z Board Recommendation: Approval with conditions (Vote: 7-0)

9. Take action on the following subdivision plat:
*9-a. "Allred Ranch" (District 2) The 2900 to 3100 blocks of East Southern Avenue (north side), and the 900 to 1200 blocks of South Los Alamos (west side). Located east of 662
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Lindsay Road on the north side of Southern Avenue. 108 RSL-4.5 PAD lots (25± acres).

KB Home Phoenix, Inc., developer; Dan Auxier, EPS Group, engineer.

Items not on the Consent Agenda

10. Items from citizens present.

There were no items from citizens present.

11. Adjournment.

Without objection, the Regular Council Meeting adjourned at 5:57 p.m.

ATTEST:

DEE ANN MICKELSEN, CITY CLERK
~AYOR
~
I hereby certify that the foregoing minutes are a true and correct copy of the minutes of the Regular Council Meeting of the City Council of Mesa, Arizona, held on the 5th day of February, 2018. I further certify that the meeting was duly called and held and that a quorum was present.

DEE ANN MICKELSEN, CITY CLERK
js
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CONTRACT AMENDMENT
Rev. July 2017
Contract Title: Information Technology Solutions
Contract Number: 2018011 MA Number: 19000009
Amendment Number: Four (4)
Description of Change: Contract renewal. Term of contract March 1, 2023 through February 28, 2025.

Effective Date of Change: March 1, 2023
Acceptance: On behalf of the undersigned Contractor, I have given careful consideration to this Contract Amendment and hereby agree to the change(s) and except that as amended herein, all provisions of the Contract remain in full force and effect.

SHI International Corp.: City of Mesa:

Signature Signature
Printed Name City Manager Designee
______________________________________
Date Date
Reviewed by:

Ted Stallings, Procurement Officer II
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CITY OF MURRIETA
City Council Meeting Agenda
Report
5/7/2024
Agenda Item No. 7.

TO: HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL
FROM: Kristen Crane, Assistant City Manager
PREPARED BY: Bryce Wilson, Management Analyst
SUBJECT:

Award a Contract to Pramira, Inc. for the Replacement of Emergency Generators at the City of Murrieta City Hall and Fire Station 1

RECOMMENDATION
Award a construction contract for the installation of Emergency Generators at the City of Murrieta City Hall & Fire Station 1 Project, CIP 10044, to Pramira, Inc. in the amount of $524,522, with a 20% contingency; and Authorize the City Manager to execute the agreement with Pramira, Inc.

PRIOR ACTION/VOTE
On June 1, 2021, the City Council of the City of Murrieta adopted Resolution No. 21-4405, approving the Operating Budget for Fiscal Years 2021/22 and 2022/23 (Operating Budget) (Vote: 5-0).

On August 16, 2022, the City Council of the City of Murrieta adopted Resolution No. 22-4601, approving the Capital Improvement Plan Budget for Fiscal Years 2022/23 (CIP Budget) (Vote: 5-0).

On February 7, 2023, the City Council adopted Resolution 23-4638, accepting the Fiscal Year 2023 Hazard Mitigation Assistance Grant Award and Amending the Fiscal Year 2022/23 Operating Budget to Allocate and Appropriate the Grant Funds and the Local Match Funds, including CIP No. 10044 (Vote: 5-0).

CITY COUNCIL GOAL
Plan, program and create infrastructure development.

BACKGROUND
The backup generator for City Hall was installed in 2006. The generator is configured only to power critical network infrastructure, including servers. Since 2006, City Hall has grown in the number of employees, powered equipment, and available resident services provided. With the existing generator, a sustained power outage would greatly hinder the staff’s ability to continue operations and serve the citizens of Murrieta. In addition, the backup generator for Fire Station 1 was manufactured in June 1989. The generator’s only CITY OF MURRIETA Page 1 of 2 Printed on 5/2/2024
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5/7/2024
Agenda Item No. 7.
addition, the backup generator for Fire Station 1 was manufactured in June 1989. The generator’s only purpose is to power the station alerting system. The generator does not provide any support to the Fire Administration Building. Both generators need to be upgraded based on their age and limited capacity. In the case of the City Hall generator, while the equipment needs to be replaced, the existing concrete slab and enclosure can be reused. Fire Station 1 will require minimal reconfiguration of the current concrete pad with minimal alteration to the loft area where the current generator is located, and additional wiring work will be needed.

To offset the cost, staff applied for the Hazard Mitigation Grant Program from the California Office of Emergency Services (CalOES) to replace the generators with a projected project cost of $410,000. On September 13, 2022, the City of Murrieta received the CalOES grant award letter for $327,957.84, with a required local match of $102,500.

On January 17, 2024, the City publicly advertised a notice inviting bids for the City of Murrieta Installation of Replacement Emergency and Transfer Switch for Murrieta City Hall and Fire Station 1 Project. 12 potential bidders attended the mandatory walk-through on February 13, 2024. On March 4, 2024, six (6) vendors submitted bid proposals. Pramira Incorporated was the lowest responsible bidder (See table below for a list of bidders). The agreement with Pramira Incorporated will provide Emergency Generator Installation services, including installing generators, gensets, and enclosure construction, not exceeding $524,521 plus a 20% contingency.

Vendor Bid Amount
Pramira, Inc. $524,521.80
Global Power $534,565.00
AMTEK Construction $548,844.00
California Bldg. Evaluation Construction $621,253.00
PC, Inc $758,000.00
MBrey Electric $863,000.00

FISCAL IMPACT
The total Agreement amount is $629,425 ($524,522 + 20% contingency) for these services. There is $430,457.84 available in the Fiscal Year 2022/23 CIP budget in Project No. 10044, $327,957.84 in grant funding, and $102,500 from the General Fund. Staff is actively seeking additional grant funds for the shortfall of $198,967.16. If additional grant funding is unavailable, staff will evaluate funding availability during FY 2024/25 to establish the remaining contract balance.

ATTACHMENTS

1. Pramira, Inc. Construction Agreement
CITY OF MURRIETA Page 2 of 2 Printed on 5/2/2024
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CITY OF MURRIETA, DEPARTMENT OF PUBLIC WORKS
CONTRACT C-1 5/1/2024
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CONTRACT

REPLACEMENT OF EMERGENCY GENERATOR AND TRANSFER SWITCH FOR CITY HALL/FIRE STATION 1
City Hall/Fire Station 1 Generator Replacement Project
CITY PROJECT NO. 10044
THIS CONTRACT, made and entered into the _________ day of ______________, 2024__, by and between the City of Murrieta, a municipal corporation, hereinafter referred to as "CITY," and Pramira, Incorporated, hereinafter referred to as "CONTRACTOR." WITNESSETH:

That CITY and CONTRACTOR, for the consideration hereinafter named, mutually agree as follows:

CONTRACT DOCUMENTS. The complete Contract includes all of the Contract Documents, to wit: Notice Inviting Bids, Instructions to Bidders, Proposal, Performance Bond, Labor and Materials Bond, Plans and Special Provisions entitled, “City Hall/Fire Station 1 Generator Replacement Project,” CITY PROJECT NO. 10044.

1. Insurance Forms, this Contract, and all modifications and amendments thereto, and the latest version of the Standard Specifications for Public Works Construction, Parts 1 through 6, with the exception of Section 307, "Street Lighting and Traffic Signals," and the addition of the Standard Specifications, Department of Transportation, State of California State Standard Specifications, Section 86, "Signals, Lighting and Electrical Systems," and Section 56, "Signs," dated May 2010.

The Plans consist of:

Generator Replacement for City Hall and Fire Station 1
Copies of the Standard Specifications for Public Works Construction are available from the publisher:

Building News, Inc. (BNi)
990 Park Center Drive, Suite E
Vista, CA 92081
(760) 734-1113
www.bnibooks.com
The aforementioned Standard Specifications will control the general provisions, construction materials, and construction methods for this Contract except as amended by the Plans and Specifications of this Contract.

In case of conflict between the Standard Specifications for Public Works Construction or State Standard Specifications, and the remaining Contract Documents, the remaining 667

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CONTRACT C-2 5/1/2024
C:\Users\ufc-prod\AppData\Local\Temp\BCL Technologies\easyPDF 8\@BCL@F413FFD4\@[email protected] rev 201501 Contract Documents shall take precedence over and be used in lieu of such conflicting portions.

Where the Plans or Specifications describe portions of the work in general terms, but not in complete detail, it is understood that the item is to be furnished and installed completed and in place and that only the best general practice is to be used. Unless otherwise specified, CONTRACTOR shall furnish all labor, materials, tools, equipment, and incidentals, and do all the work involved in executing the Contract.

The Contract Documents are complementary, and what is called for by anyone shall be as binding as if called for by all. Any conflict between this Contract and any other Contract Document shall be resolved in favor of this Contract.

2. SCOPE OF WORK. CONTRACTOR shall perform the work as shown on the Contract Drawings, shall furnish all the labor, materials, necessary tools, expendable equipment, and all utility and transportation services required for the completion of the following project:

REPLACEMENT OF EMERGENCY GENERATOR AND TRANSFER SWITCH FOR CITY HALL/FIRE STATION 1
City Hall/Fire Station 1 Generator Replacement Project
All of said work to be performed and materials to be furnished shall be in strict accordance with the Drawings and Specifications and the provisions of the Contract Documents hereinabove enumerated and adopted by CITY.

3. CITY APPROVAL. All labor, materials, tools, equipment, and services shall be furnished and work performed and completed under the direction and supervision and subject to the approval of CITY or its authorized representatives.

4. CONTRACT AMOUNT AND SCHEDULE. CITY agrees to pay and Contractor agrees to receive and accept the prices set forth in the proposal as full compensation for furnishing all materials, performing all work, and fulfilling all obligations hereunder.

Said compensation shall cover all expenses, losses, damages, and consequences arising out of the nature of the work during its progress or prior to its acceptance, including those for well and faithfully completing the work and the whole thereof in the manner and time specified in the aforesaid contract documents and also including those arising from actions of the elements, unforeseen difficulties or obstructions encountered in the prosecution of the work, suspension or discontinuance of the work, and all other unknowns or risks of any description connected with the work.

CONTRACTOR agrees to complete the work on City Hall/Fire Station 1 Generator Replacement Project in a period not to exceed Thirty (30) working days per facility per Section 6-7 of the Standard Specifications for Public Works Construction, commencing upon the date stated in the Notice to Proceed by CITY. Construction shall not commence until bonds and insurance are approved by CITY.

5. CHANGE ORDERS. All change orders shall be approved by the City Council, except that the City Manager or his/her designee is hereby authorized by the City Council to make, by written order, changes or additions to the work in an amount not to exceed 668

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C:\Users\ufc-prod\AppData\Local\Temp\BCL Technologies\easyPDF 8\@BCL@F413FFD4\@[email protected] rev 201501 fifteen (15) percent of this Contract amount and the City Manager or his/her designee shall notify City Council in a public meeting if changes or additions to the work exceed ten (10) percent of this Contract amount.

6. PAYMENTS/ACCEPTANCE OF WORK. The text of Subsection 9-3.2 of the Standard Specifications for Public Works Construction is hereby deleted and replaced with the following:

The closure date for the purpose of making partial progress payments will be the last day of each month. CONTRACTOR shall prepare the approximate measurement of the work performed through the closure date and submit it to CITY for approval by the tenth (10th) day of the following month. Payments will be withheld pending receipt of any outstanding reports required by the Contract Documents. A full five percent (5%) retention will be deducted from all progress payments. Partial payments on the Contract price shall not be considered as an acceptance of any part of the work.

Upon completion of the work, CONTRACTOR shall so notify Engineer, in writing, submit satisfactory evidence of payment for equipment, materials and labor, submit "CONTRACTOR'S AFFIDAVIT." Upon receipt of the notification, Engineer shall promptly, by personal inspection, determine the actual status of the work in accordance with the terms of the Contract. If he finds materials, equipment, or workmanship that do not meet the terms of the Contract, he shall prepare a preliminary punch list of such items and submit it to CONTRACTOR. Final determination of acceptability shall be made by CITY. Upon acceptance of the work, CITY shall file a Notice of Completion.

The conditions of the guarantee shall commence on the date that CITY files a Notice of Completion. CITY shall make final payment to CONTRACTOR in the manner provided by law following the expiration of thirty-five (35) days after filing the Notice of Completion.

The final payment shall include the entire sum found to be due hereunder after deducting all previous payments and such other lawful amounts as the terms of this Contract describe.

7. LIQUIDATED DAMAGES; EXTENSION OF TIME. In accordance with Government Code Section 53069.85, CONTRACTOR agrees to forfeit and pay to CITY the sum of Five hundred dollars ($500) per day for each calendar day completion is delayed beyond the time allowed pursuant to paragraph 4 of this Contract.

Such sum shall be deducted from any payments due to or to become due to CONTRACTOR. CONTRACTOR will be granted an extension of time and will not be assessed liquidated damages for unforeseeable delays beyond the control of and without the fault or negligence of CONTRACTOR, including delays caused by CITY.

CONTRACTOR is required to promptly notify CITY of any such delay.

8. WAIVER OF CLAIMS. Unless a shorter time is specified elsewhere in this Contract, on or before making final request for payment under paragraph 6 above, CONTRACTOR shall submit to CITY, in writing, all claims for compensation under or arising out of this Contract; the acceptance by CONTRACTOR of the final payment shall constitute a waiver of all claims against CITY under or arising out of this Contract except those previously made in writing and request for payment. CONTRACTOR 669

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CONTRACT C-4 5/1/2024
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9. PREVAILING WAGES. Pursuant to provisions of Section 1773 of the Labor Code of the State of California, the City Council has obtained the general prevailing rate of per diem wages and the general rate for holiday and overtime work in this locality for each craft, classification, or type of workman needed to execute this Contract, from Director of the Department of Industrial Relations. These rates are on file with the City Clerk. Copies may be obtained at cost at the City Clerk's office of Murrieta.

CONTRACTOR shall post a copy of such rates at the job site and shall pay the adopted prevailing wage rates as a minimum. CONTRACTOR shall comply with the provisions of Sections 1725.5, 1771, 1773.8, 1774, 1775, 1776, 1777.5, 1777.6, 1813, and 1815 of the Labor Code.

Pursuant to the provisions of 1775 of the Labor Code, CONTRACTOR shall forfeit to CITY, as a penalty, the sum of fifty dollars ($50.00) for each calendar day, or portion thereof, for each laborer, worker, or mechanic employed, paid less than the stipulated prevailing rates for any work done under this Contract, by him or by any subcontractor under him, in violation of the provisions of the Contract.

10. WORKERS' COMPENSATION LIABILITY INSURANCE. CONTRACTOR, by executing this Agreement, hereby certifies:
"I am aware of the provision of Section 3700 of the Labor Code that requires every employer to be insured against liability for Workers' Compensation or undertake selfinsurance in accordance with the provisions of that Code, and I will comply with such provisions before commencing the performance of the work of this Contract."

11. TIME OF THE ESSENCE. Time is of the essence in this Contract.

12. INDEMNIFICATION. All work covered by this Contract done at the site of construction or in preparing or delivering materials to the site shall be at the risk of CONTRACTOR alone. CONTRACTOR agrees to save, indemnify, hold harmless, and defend CITY, its officers, employees, and agents against any and all liability, injuries, or death of persons (CONTRACTOR's employees included) and damage to property, arising directly or indirectly out of the obligations herein undertaken or out of the operations conducted by CONTRACTOR, save and except claims or litigations arising through the sole active negligence or sole willful misconduct of CITY.

CITY OF MURRIETA, DEPARTMENT OF PUBLIC WORKS
CONTRACT C-5 5/1/2024
C:\Users\ufc-prod\AppData\Local\Temp\BCL Technologies\easyPDF 8\@BCL@F413FFD4\@[email protected] rev 201501 reliance on initial investigations or reports prepared by CITY for purposes of letting this Contract out to bid will be accepted as an excuse for any failure or omission on the part of CONTRACTOR to fulfill in every detail all requirements of this Contract. Nor will such reasons be accepted as a basis for any claims whatsoever for extra compensation or for an extension of time.

14. GRATUITIES. CONTRACTOR warrants that neither it nor any of its employees, agents, or representatives has offered or given any gratuities or promises to CITY's employees, agents, or representatives with a view toward securing this Contract or securing favorable treatment with respect thereto.

15. CONFLICT OF INTEREST. CONTRACTOR warrants that he has no blood or marriage relationship, and that he is not in any way associated with any City officer or employee, or any architect, engineer, or other preparer of the Drawings and Specifications for this project.

CONTRACTOR further warrants that no person in his employ has been employed by CITY within one (1) year of the date of Notice Inviting Bids.

16. CONTRACTOR'S AFFIDAVIT. After completion of the work contemplated by this Contract, CONTRACTOR shall file with the City Manager his affidavit stating that all workmen and persons employed, all firms supplying materials, and all subcontractors upon the project have been paid in full, and that there are no claims outstanding against the project for either labor or materials, except certain items, if any, to be set forth in an affidavit covering disputed claims or items in connection with a Stop Notice that has been filed under the provisions of the laws of the State of California.

17. SIGNATURE OF CONTRACTOR
Corporations:

The signature must contain the name of the corporation, must be signed by the President and Secretary or Assistant Secretary, and the corporate seal must be affixed. Other persons may sign for the corporation in lieu of the above if a certified copy of a resolution of the corporate board of directors so authorizing them to do so is on file in the City Clerk's office.

Partnerships:

Names of all persons comprising the partnership or co-partnership must be stated. Bid must be signed by all partners comprising the partnership unless proof in the form of a certified copy of a certificate of partnership acknowledging signer to be a general partner is presented to the City Clerk, in which case the general partner may sign.

Joint Ventures:

Bids submitted as joint ventures must so state and be signed by each joint venturer.

Individuals:
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CONTRACT C-6 5/1/2024
C:\Users\ufc-prod\AppData\Local\Temp\BCL Technologies\easyPDF 8\@BCL@F413FFD4\@[email protected] rev 201501 Bids submitted by individuals must be signed by the bidder, unless an up-to-date power of attorney is on file in the City Clerk's office, in which case said person may sign for the individual.

The above rules also apply in the case of the use of a fictitious firm name. In addition, however, where the fictitious name is used, it must be so indicated in the signature.

18. SUBSTITUTED SECURITY. In accordance with Section 22300 of the Public Contracts Code, CONTRACTOR may substitute securities for any monies withheld by CITY to ensure performance under the Contract. At the request and expense of CONTRACTOR, securities equivalent to the amount withheld shall be deposited with CITY or with a State or Federally chartered bank or an escrow agent who shall pay such monies to CONTRACTOR upon notification by CITY of CONTRACTOR's satisfactory completion of the Contract. The type of securities deposited and the method of release shall be approved by the City Attorney's office.

19. RESOLUTION OF CLAIMS. In the event of any dispute or controversy with the City over any matter whatsoever, the Contractor shall not cause any delay or cessation in or of work, but shall proceed with the performance of the work in dispute. The Contractor shall retain any and all rights provided that pertain to the resolution of disputes and protests between the Parties. The disputed work will be categorized as an “unresolved dispute” and payment, if any, shall be as later determined as set forth below. The Contractor shall keep accurate, detailed records of all disputed work, claims and other disputed matters.

Section 20104 et seq. of the California Public Contract Code prescribes a process utilizing informal conferences, non-binding judicial-supervised mediation, and judicial arbitration to resolve disputes on construction claims of $375,000 or less. Section 9204 of the Public Contract Code prescribes a process for negotiation and mediation to resolve disputes on construction claims. The intent of this Section is to implement Sections 20104 et seq. and Section 9204 of the California Public Contract Code. This Section shall be construed to be consistent with said statutes.

For purposes of these procedures, “claim” means a separate demand by the Contractor, after the City has denied Contractor’s timely and duly made request for payment for extra work and/or a time extension, for (A) a time extension, (B) payment of money or damages arising from work done by or on behalf of the Contractor pursuant to the Contract and payment of which is not otherwise expressly provided for or the Contractor is not otherwise entitled to, or (C) an amount the payment of which is disputed by the City.

CITY OF MURRIETA, DEPARTMENT OF PUBLIC WORKS
CONTRACT C-7 5/1/2024
C:\Users\ufc-prod\AppData\Local\Temp\BCL Technologies\easyPDF 8\@BCL@F413FFD4\@[email protected] rev 201501 requirements shall bar any claims or subsequent lawsuits for compensation or payment thereon.
(b) Supporting Documentation. The Contractor shall submit all claims in the following format:
(i) Summary of the claim, including references to the specific Contract Document provisions upon which the claim is based.
(ii) List of documents relating to claim: (a) Specifications, (b) Drawings, (c) Clarifications (Requests for Information), (d) Schedules, and (e) Other. (iii) Chronology of events and correspondence related to the claim. (iv) Statement of grounds for the claim.
(v) Analysis of the claim’s cost, if any.
(vi) Analysis of the claim’s time/schedule impact, if any. (c) City’s Response. Upon receipt of a claim pursuant to this section, City shall conduct a reasonable review of the claim and, within a period not to exceed 45 calendar days, shall provide the Contractor a written statement identifying what portion of the claim is disputed and what portion is undisputed. Any payment due on an undisputed portion of the claim will be processed and made within 60 calendar days after the City issues its written statement.
(i) If the City needs approval from the City Council to provide the Contractor a written statement identifying the disputed portion and the undisputed portion of the claim, and the City Council does not meet within the 45 calendar days or within the mutually agreed to extension of time following receipt of a claim sent by registered mail or certified mail, return receipt requested, the City shall have up to three days following the next duly publicly noticed meeting of the City Council after the 45-day period, or extension, expires to provide the Contractor a written statement identifying the disputed portion and the undisputed portion.
(ii) Within 30 calendar days of receipt of a claim, the City may request in writing additional documentation supporting the claim or relating to defenses or claims the City may have against the Contractor. If additional information is thereafter required, it shall be requested and provided pursuant to this subdivision, upon mutual Contract of City and the Contractor.
(iii) The City’s written response to the claim, as further documented, shall be submitted to the Contractor within 30 calendar days (if the claim is less than $50,000, within 15 calendar days) after receipt of the further documentation, or within a period of time no greater than that taken by the Contractor in producing the additional information or requested documentation, whichever is greater. (d) Meet and Confer. If the Contractor disputes the City’s written response, or the City fails to respond within the time prescribed, the Contractor may so notify the City, in writing, either within 15 calendar days of receipt of the City’s response or within 15 calendar days of the City’s failure to respond within the time prescribed, respectively, and demand an informal conference to meet and confer for settlement of the issues in dispute. Upon receipt of a demand, the City shall schedule a meet and confer conference within 30 calendar days for settlement of the dispute.
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CITY OF MURRIETA, DEPARTMENT OF PUBLIC WORKS
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C:\Users\ufc-prod\AppData\Local\Temp\BCL Technologies\easyPDF 8\@BCL@F413FFD4\@[email protected] rev 201501 (e) Mediation. Within 10 business days following the conclusion of the meet and confer conference, if the claim or any portion of the claim remains in dispute, the City shall provide the Contractor a written statement identifying the portion of the claim that remains in dispute and the portion that is undisputed. Any payment due on an undisputed portion of the claim shall be processed and made within 60 calendar days after the City issues its written statement. Any disputed portion of the claim, as identified by the Contractor in writing, shall be submitted to nonbinding mediation, with the City and the Contractor sharing the associated costs equally. The City and Contractor shall mutually agree to a mediator within 10 business days after the disputed portion of the claim has been identified in writing, unless the Parties agree to select a mediator at a later time. (i) If the Parties cannot agree upon a mediator, each Party shall select a mediator and those mediators shall select a qualified neutral third Party to mediate with regard to the disputed portion of the claim. Each Party shall bear the fees and costs charged by its respective mediator in connection with the selection of the neutral mediator. (ii) For purposes of this section, mediation includes any nonbinding process, including, but not limited to, neutral evaluation or a dispute review board, in which an independent third party or board assists the Parties in dispute resolution through negotiation or by issuance of an evaluation. Any mediation utilized shall conform to the timeframes in this section.
(iii) Unless otherwise agreed to by the City and the contractor in writing, the mediation conducted pursuant to this section shall excuse any further obligation under Public Contract Code Section 20104.4 to mediate after litigation has been commenced. (iv) All unresolved claims shall be considered jointly in a single mediation, unless a new unrelated claim arises after mediation is completed. (f) City’s Responses. The City’s failure to respond to a claim from the Contractor within the time periods described in this section or to otherwise meet the time requirements of this section shall result in the claim being deemed rejected in its entirety. A claim that is denied by reason of the City’s failure to have responded to a claim, or its failure to otherwise meet the time requirements of this section, shall not constitute an adverse finding with regard to the merits of the claim or the responsibility of qualifications of the Contractor. City’s failure to respond shall not waive City’s rights to any subsequent procedures for the resolution of disputed claims.
(g) Government Code Claims. If following the mediation, the claim or any portion remains in dispute, the Contractor must comply with the claim procedures set forth in Government Code section 900 et seq. prior to filing any lawsuit against the City. Such Government Code claims and any subsequent lawsuit based upon the Government Code claims shall be limited to those matters that remain unresolved after all procedures pertaining to extra work, disputed work, construction claims, and/or changed conditions, including any required mediation, have been followed by Contractor. If no such Government Code claim is submitted, or if the prerequisite contractual requirements are not satisfied, no action against the City may be filed. A Government Code claim must be filed no earlier than the date that Contractor completes all contractual prerequisites to filing a Government Code claim, including any required mediation. A Government Code claim shall be inclusive of all unresolved claims unless a new unrelated claim 674

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C:\Users\ufc-prod\AppData\Local\Temp\BCL Technologies\easyPDF 8\@BCL@F413FFD4\@[email protected] rev 201501 arises after the Government Code claim is submitted. For purposes of Government Code section 900 et seq., the running of the period of time within which a claim must be filed shall be tolled from the time the Contractor submits his or her written claim to the City until the time the claim is denied, including any period of time utilized by the meet and confer conference or mediation that does not result in a complete resolutions of all claims.
(h) Civil Actions for Claims of $375,000 or Less. The following procedures are established for all civil actions filed to resolve claims totaling $375,000 or less:
(i) Within 60 calendar days, but no earlier than 30 calendar days, following the filing or responsive pleadings, the court shall submit the matter to non-binding mediation unless waived by mutual stipulation of both Parties or unless mediation was held prior to commencement of the action in accordance with Public Contract Code section 9204 and the procedures in this Section. The mediation process shall provide for the selection within 15 calendar days by both Parties of a disinterested third person as mediator, shall be commenced within 30 calendar days of the submittal, and shall be concluded within 15 calendar days from the commencement of the mediation unless a time requirement is extended upon a good cause showing to the court or by stipulation of both Parties. If the Parties fail to select a mediator within the 15-day period, either Party may petition the court to appoint the mediator.
(ii) If the matter remains in dispute, the case shall be submitted to judicial arbitration pursuant to Chapter 2.5 (commencing with Section 1141.10) of Title 3 of Part 3 of the Code of Civil Procedure, notwithstanding Section 1141.11 of that code.

The Civil Discovery Act (Title 4 (commencing with Section 2016.010) of Part 4 of the Code of Civil Procedure) shall apply to any proceeding brought under this subdivision consistent with the rules pertaining to judicial arbitration. (iii) Upon stipulation of the Parties, arbitrators appointed for these purposes shall be experienced in construction law, and, upon stipulation of the Parties, mediators and arbitrators shall be paid necessary and reasonable hourly rates of pay not to exceed their customary rate, and such fees and expenses shall be paid equally by the Parties, except in the case of arbitration where the arbitrator, for good cause, determines a different division.
(iv) In addition to Chapter 2.5 (commencing with Section 1141.10) of Title 3 of Part 3 of the Code of Civil Procedure, any Party who after receiving an arbitration award requests a trial de novo but does not obtain a more favorable judgment shall, in addition to payment of costs and fees under that chapter, pay the attorney’s fees of the other Party arising out of the trial de novo.

20. NOTICE TO CITY OF LABOR DISPUTES. Whenever CONTRACTOR has knowledge that any actual or potential labor dispute is delaying or threatens to delay the timely performance of the Contract, CONTRACTOR shall immediately give notice thereof, including all relevant information with respect thereto, to CITY.

21. BOOKS AND RECORDS. CONTRACTOR's books, records, and plans or such part thereof as may be engaged in the performance of this Contract, shall at all reasonable times be subject to inspection and audit by any authorized representative of CITY. 675

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22. UTILITY LOCATION. CITY acknowledges its responsibilities with respect to locating utility facilities pursuant to California Government Code Section 4215.

23. REGIONAL NOTIFICATION CENTERS. CONTRACTOR agrees to contact the appropriate regional notification center in accordance with Government Code Section 4216.2.

24. TRENCH PROTECTION AND EXCAVATION. CONTRACTOR shall submit its detailed plan for worker protection during the excavation of trenches required by the scope of the work in accordance with Labor Code Section 6705.

A. CONTRACTOR shall, without disturbing the condition, notify CITY, in writing, as soon as CONTRACTOR, or any of CONTRACTOR's
subcontractors, agents, or employees have knowledge and reporting is possible, of the discovery of any of the following conditions:
(1) The presence of any material that CONTRACTOR believes is hazardous waste, as defined in Section 25117 of the Health and Safety Code;
(2) Subsurface or latent physical conditions at the site differing from those indicated in the specifications; or
(3) Unknown physical conditions at the site of any unusual nature, different materially for those ordinarily encountered and generally recognized as inherent in work of the character provided for in this Contract.

B. Pending a determination by CITY of appropriate action to be taken, CONTRACTOR shall provide security measures (e.g., fences) adequate to prevent the hazardous waste or physical conditions from causing bodily injury to any person.

C. CITY shall promptly investigate the reported conditions. If CITY, through and in the exercise of its sole discretion, determines that the conditions do materially differ or do involve hazardous waste, and will cause a decrease or increase in CONTRACTOR's cost of, or time required for, performance of any part of the work, then CITY shall issue a change order.

D. In the event of a dispute between CITY and CONTRACTOR as to whether the conditions materially differ, or involve hazardous waste, or cause a decrease or increase in CONTRACTOR's cost of, or time required for, performance of any part of the work, CONTRACTOR shall not be excused from any scheduled completion date and shall proceed with all work to be performed under the contract. CONTRACTOR shall retain any and all rights that pertain to the resolution of disputes and protests between the parties.

CITY OF MURRIETA, DEPARTMENT OF PUBLIC WORKS
CONTRACT C-11 5/1/2024
C:\Users\ufc-prod\AppData\Local\Temp\BCL Technologies\easyPDF 8\@BCL@F413FFD4\@[email protected] rev 201501 shall be performed in such manner as to not unduly delay the work. The work shall be subject to final inspection and acceptance notwithstanding any payments or other prior inspections. Such final inspection shall be made within a reasonable time after completion of the work.

26. DISCRIMINATION. CONTRACTOR represents that it has not, and agrees that it will not, discriminate in its employment practices on the basis of race, creed, religion, national origin, color, sex, age, or handicap.

27. GOVERNING LAW. This Contract and any dispute arising hereunder shall be governed by the law of the State of California.

28. WRITTEN NOTICE. Any written notice required to be given in any part of the Contract Documents shall be performed by depositing the same in the U.S. Mail, postage prepaid, directed to the address of CONTRACTOR as set forth in the Contract Documents, and to CITY addressed as follows:

Robert K. Moehling, P.E.

City Engineer
City of Murrieta
1 Town Square
Murrieta, CA 92562
677

CITY OF MURRIETA, DEPARTMENT OF PUBLIC WORKS
CONTRACT C-12 5/1/2024
C:\Users\ufc-prod\AppData\Local\Temp\BCL Technologies\easyPDF 8\@BCL@F413FFD4\@[email protected] rev 201501 IN WITNESS WHEREOF, the parties hereto have caused this Contract to be executed on the date first above written.

DATED:__________________ CONTRACTOR:

By:_____________________________________________
_______________________________________________
Omar Houari
________________________________________________
President
201-658-5707__________________________________
Phone Number
By:_____________________________________________
________________________________________________
Print or type NAME
________________________________________________
Print or type TITLE
________________________________________________
Phone Number
DATED:__________________ CITY OF MURRIETA
By:_____________________________________________
Kim Summers, City Manager
APPROVED AS TO FORM:
___________________________
Tiffany Israel, City Attorney
ATTEST:
___________________________
Cristal McDonald, City Clerk
678

CITY OF MURRIETA, DEPARTMENT OF PUBLIC WORKS
APPENDIX A 4/19/2021
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NOTICE INVITING BIDS

INSTALLATION OF REPLACEMENT EMERGENCY GENERATOR AND TRANSFER SWITCH FOR MURRIETA CITY HALL AND FIRE STATION 1
City Hall/Fire Station 1 Generator Replacement Project
CITY PROJECT NO. 10044

1. NOTICE IS HEREBY GIVEN that the City of Murrieta, Riverside County, California, will receive electronic sealed bids up to 2:00 p.m., on Monday, the 26th day of February 2024, on the City of Murrieta Vendor Portal through PlanetBids upon which time the bids will be opened electronically. The link to register as a bidder and electronically bid on this project can be found at the following address: www.MurrietaCA.gov/planetbids.

2. All of said work is to be performed in accordance with the Plans and Specifications entitled “City Hall/Fire Station 1 Generator Replacement Project”, City Project No. 10044” which are available for purchase online at www.MurrietaCA.gov/planetbids. The cost is fifty-dollars ($50.00) (non-refundable) per set of Plans, Specifications, and Contract Documents which must be purchased online. They cannot be purchased or mailed from City Hall. The bid package may be viewed at the Engineer Counter of City Hall located at 1 Town Square, Murrieta, California, 92562. For questions regarding the purchase of Plans, Specifications, and Contract Documents please call: (951) 461-6070. For all other questions, please contact Bryce Wilson, Project Manager at (562) 461-6429 or at, [email protected].

3. The contractor shall be licensed in accordance with the provisions of Chapter 9, Division 3, of the Business and Professions Code. The classification of Contractor's license required in the performance of this Contract is: C-10.

4. All contractors and subcontractors must be registered with the Department of Industrial Relations, State of California (DIR) prior to submitting a bid on any public works project, pursuant to Labor Code section 1725.5. Bids from contractors or subcontractors that are not currently registered as required will be deemed nonresponsive. This project is subject to compliance monitoring and enforcement by the DIR.

5. Pursuant to the provisions of Section 1773 of the Labor Code of the State of California, City has obtained the general prevailing rate of per diem wages and the general prevailing rate for holiday and overtime work in this locality for each craft, classification, or type of workman needed to execute the contract from the Director of the Department of Industrial Relations. These rates are on file with the City Clerk. Copies may be obtained at cost at the City Clerk's Office, City of Murrieta.
679

6. The successful bidder shall be required to furnish labor and material bonds and faithful performance bonds to the City of Murrieta in the amount of one hundred percent (100%) of the amount of the Contract.

7. Pursuant to Section 22300 of the Public Contract Code of the State of California, the Contract will contain provisions permitting the successful bidder to substitute securities for any monies withheld by the City of Murrieta to ensure performance under the Contract.

8. Each bidder must scan and submit the following documents with its electronic bid prior to the bid date and time listed above: Proposal, Bid Bond at Ten Percent (10%) of the Base Bid, and Executed Contract. The bidder can utilize a cashier’s check in lieu of a bid bond in the amount of ten percent (10%) of the base bid. If a cashier’s check is used, it shall be delivered to the City Clerk in a sealed envelope at 1 Town Square, Murrieta, CA 92562 prior to the bid date and time listed above.

9. The work to be done consists of furnishing all materials, equipment, tools, labor, and incidentals as required by the Plans, Specifications, and Contract Documents for the above-stated project. The general items of work to be done hereunder consist of: REPLACEMENT OF EMERGENCY GENERATORS AND TRANSFER SWITCHES FOR CITY HALL/FIRE STATION 1.

10. The City Council reserves the right to reject any or all bids, to delete portions of the work, or to waive any defect or informality in any bid received.

11. Prospective bidders are to attend a mandatory pre-bid conference at 8:00 a.m., on Tuesday, the 6th day of February 2024, at the City of Murrieta City Hall, 1 Town Square, Murrieta, California, 92562. Fire Station 1 at 41825 Juniper St, pre-bid meeting will follow City Hall meeting.

12. The final day and time to submit questions will be Thursday, February 15, 2024, at 2 PM, via the PlanetBids Vendor Portal. The City will not be responsible for any oral instructions.

13. The Engineer’s Estimate for this project is $ 450,000. 680

LIST OF UTILITY CONTACTS
681

ELECTRIC/POWER & GAS
Southern California Edison (SCE):

Inquiries - P.O. Box 11982, Santa Ana, CA 92711-1982
Phone: (714) 796-9932, Fax: (714) 796-9999, Attn: Map Requests Bldg DPlanning Department - 26100 Menifee Road, Romoland, CA 92588 Phone: 1-800-655-4555, Attn: Ms. Katie Chaney
Southern California Gas Company:
1981 West Lugonia, Redlands, CA 92374, Phone: (909) 335-7507, Attn: Mr. Bruce Waddell

TELEPHONE & CABLE
AT & T California (Pacific Bell):

Engineering Department - 27402 Camino Capistrano, Rm 105, Laguna Niguel, CA 92677Phone: (949) 855-5091, Attn: Ms. Sandy Walters
Inquiries - 1265 Van Buren Street, Room 180, Anaheim, CA 92807Phone: (714) 666-5501, Attn: Ms. Susan Morgan
AT & T Core:

Inquiries - 22311 Brookhurst Street, Suite 203, Huntington Beach, CA 92646Phone: (925) 977-2413, Attn: Ms. Rosemary Hamill
Level 3:
1025 El Dorado Blvd, Broomfield, CO 80021, Phone: (720) 888-3813, Attn: Mr. Matt Williams Media One:
556 Birch Street, Lake Elsinore, CA 92530, Phone: (951) 270-3415, Attn: Mr. Brian Caton Time Warner (Adelphia):
4077 W. Stetson Avenue, Hemet, CA 92545, Phone: (951) 766-4270, Attn: Mr. Ron Moore, Ext 260 Time Warner (Comcast):
1581 Commerce Street, Corona, CA 92880, Phone: (951) 549-3977, Attn: Mr. Billy Merino Time Warner Telecom:

Phone: (916) 806-1038, Attn: Mr. Mike Long
Verizon/General Telephone Electronics:
150 S. Juanita Street, Hemet, CA 92543, Phone: (951) 929-9492, Attn: Ms. Linda Quartararo

WATER & SEWER
Eastern Municipal Water District (EMWD):
2270 Trumble Rd., Perris, CA 92570, Mail: P. O. Box 8300, Perris, CA 92572-8300 Phone: (951) 928-3777, Attn: Mr. John Foster
682

CITY OF MURRIETA, DEPARTMENT OF PUBLIC WORKS
APPENDIX A A-1 4/19/2021
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Elsinore Valley Municipal Water District (EVMWD):
31315 Chaney Street, Mail: P.O. Box 3000, Lake Elsinore, CA 92531Phone: (951) 674-3146, Attn: Mr. Loren Sorber
Rancho California Water District (RCWD):
42135 Winchester Road, Temecula, CA 92590, Mail: P.O. Box 9017, Temecula, CA 92589- 9017Phone: (951) 296-6900, Attn: Mr. Bud Jones
Western Municipal Water District (WMWD):
42290 Ivy Street, Murrieta, CA 92562, Mail: P.O. Box 949, Lake Elsinore, CA 92564 Phone: (951) 677-7667, Attn: Utility Contact

FLOOD CONTROL
Riverside County Flood Control District & Water Conservation District (RCFC&WCD):
1995 Market Street, Riverside, CA 92501, Phone: (951) 955-1200, Fax: (951) 788-9965, Attn: Mr. Bob Cullen 683

CITY OF MURRIETA, DEPARTMENT OF PUBLIC WORKS
APPENDIX B 4/19/2021
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INSURANCE FORMS
684
EXHIBIT "A" - INSURANCE ENDORSEMENTS & CERTIFICATE
GENERAL LIABILITY ENDORSEMENT – Continued (Revised
3/17/87)
APPENDIX B B194/19/2021
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GENERAL LIABILITY ENDORSEMENT (Revised 3/17/87)
City of Murrieta ("the
Agency")1 Town Square
24601 Jefferson Avenue
Murrieta, CA 92562
Attn: Engineering Manager
A. POLICY INFORMATION Endorsement No.

1. Insurance Company
Policy No.

2. Policy Term: From: To:

Endorsement Effective Date:

3. Named Insured:

4. Address of Named Insured

5. Limit of LiabilityAny One Occurrence/Aggregate $

6. Deductible or Self-Insured Retention (Nil unless otherwise specified):

7. Coverage is equivalent to:

Comprehensive General Liability form GL-0002 (Ed 1/73)
Commercial General Liability "occurrence" form CG-0001
Commercial General Liability "claims-made" form CG-0002

8. Bodily Injury and Property Damage Coverage is:
"claims-made"
"occurrence"
If claims-made, the retroactive date is
NOTE: The Agency's standard insurance requirements specify "occurrence" coverage. "Claims-made" coverage requires special approval.

B. POLICY AMENDMENTS
This endorsement is issued in consideration of the policy premium. Notwithstanding any inconsistent statement in the policy to which this endorsement is attached or any other endorsement attached thereto, it isagreed as follows:

1. INSURED. The Agency, its elected or appointed officers, officials, employees and volunteers areincluded as insureds with regard to damages and defense of claims arising from: (a) activities performed by or on behalf of the Named Insured, (b) products and completed operations of the NamedInsured, or (c) premises owned, leased or used by the Named Insured.
685
EXHIBIT "A" - INSURANCE ENDORSEMENTS & CERTIFICATE
GENERAL LIABILITY ENDORSEMENT – Continued (Revised
3/17/87)
APPENDIX B B204/19/2021
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2. CONTRIBUTION NOT REQUIRED. As respects: (a) work performed by the Named Insured foror on behalf of the Agency; or (b) products sold by the Named Insured to the Agency; or (c) premisesleased by the Named Insured from the Agency, the insurance afforded by this policy shall be primaryinsurance as respects the Agency, its elected or appointed officers, officials, employees or volunteers;or stand in an unbroken chain of coverage excess of the Named Insured's scheduled underlying primary coverage. In either event, any other insurance maintained by the Agency, its elected or appointed officers, officials, employees or volunteers shall be in excess of this insurance and shall notcontribute with it.

3. SCOPE OF COVERAGE. This policy, if primary, affords coverage at least as broad as:
a. Insurance Services Office form number GL-0002 (Ed. 1/73), Comprehensive General LiabilityInsurance and Insurance Services Office form number GL-0404 Broad Form comprehensive General Liability endorsement; or
b. Insurance Services Office Commercial General Liability Coverage, "occurrence" form CG 0001or "claims-made" form CG-0002; or
c. If excess, affords coverage which is at least as broad as the primary insurance forms referencedin the preceding sections (1) and (2).

4. SEVERABILITY OF INTEREST. The insurance afforded by this policy applies separately to eachinsured who is seeking coverage or against whom a claim is made or a suit is brought, except withrespects to the Company's limit of liability.

5. PROVISIONS REGARDING THE INSURED'S DUTIES AFTER ACCIDENT OR LOSS.

Any failure to comply with reporting provisions of the policy shall not affect coverage provided tothe Agency, its elected or appointed officers, officials, employees or volunteers.

6. CANCELLATION NOTICE. The insurance afforded by this policy shall not be suspended, voided,canceled, reduced in coverage or in limits except after thirty (30) days' prior written notice by certifiedmail return receipt requested has been given to the Agency. Such notice shall be addressed as shownin the heading of this endorsement.

C. INCIDENT AND CLAIM REPORTING PROCEDURE
Incidents and claims are to be reported to the insurer at:

ATTN:
(Title) (Department)
(Company)
(Street Address)
(City) (State) (Zip Code)
(Telephone Number)
686
EXHIBIT "A" - INSURANCE ENDORSEMENTS & CERTIFICATE
GENERAL LIABILITY ENDORSEMENT – Continued (Revised
3/17/87)
APPENDIX B B214/19/2021
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D. SIGNATURE OF INSURER OR AUTHORIZED REPRESENTATIVE OF THE INSURER I, (print/type name), warrant that I
haveauthority to bind the below listed insurance company and by my signature hereon do so bind this company.

SIGNATURE OFAUTHORIZED REPRESENTATIVE
(original signature required on endorsement furnished to the Agency) ORGANIZATION: TITLE:

ADDRESS:

TELEPHONE:
687
EXHIBIT "A" - INSURANCE ENDORSEMENTS & CERTIFICATE
AUTOMOBILE LIABILITY ENDORSEMENT (Revised
3/17/87)
APPENDIX B B224/19/2021
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City of Murrieta ("the
Agency")1 Town Square
24601 Jefferson Avenue
Murrieta, CA 92562
Attn: Engineering Manager
A. POLICY INFORMATION Endorsement No.

1. Insurance Company
Policy No.

2. Policy Term: From: To:

Endorsement Effective Date:

3. Named Insured

4. Address of Named Insured

5. Limit of LiabilityAny One Occurrence/Aggregate $

6. Deductible or Self-Insured Retention (Nil unless otherwise specified):

1. INSURED. The Agency, its elected or appointed officers, officials, employees and volunteers areincluded as insureds with regard to damages and defense of claims arising from: the ownership, operation, maintenance, use, loading or unloading of any auto owned, leased, hired or borrowed by the Named Insured, regardless of whether liability is attributable to the Named Insured or a combination of the Named Insured and the Agency, its elected or appointed officers, officials, employees or volunteers.

2. CONTRIBUTION NOT REQUIRED. As respects work performed by the Named Insured for oron behalf of the Agency, the insurance afforded by this policy shall: (a) be primary insurance as respects the Agency, its elected or appointed officers, officials, employees or volunteers; or (b) standin an unbroken chain of coverage excess of the Named Insured's primary coverage. In either event,any other insurance maintained by the Agency, its elected or appointed officers, officials, employeesor volunteers shall be in excess of this insurance and shall not contribute with it.

3. SCOPE OF COVERAGE. This policy, if primary, affords coverage to the Named Insured at leastas broad as:
a. Insurance Services Office form number CA-0001 (Ed. 1/78), Code 1 ("any auto") an endorsementCA-0025.
b. If excess, affords coverage which is at least as broad as the primary insurance forms referencedin the preceding section (1).
688
EXHIBIT "A" - INSURANCE ENDORSEMENTS & CERTIFICATE
AUTOMOBILE LIABILITY ENDORSEMENT – Continued (Revised
3/17/87)
APPENDIX B B234/19/2021
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5. PROVISIONS REGARDING THE INSURED'S DUTIES AFTER ACCIDENT OR LOSS.

Any failure to comply with reporting provisions of the policy shall not affect coverage provided tothe Agency, its elected or appointed officers, officials, employees or volunteers.

C. INCIDENT AND CLAIM REPORTING PROCEDURE
Incidents and claims are to be reported to the insurer at:

ATTN:
(Title) (Department)
(Company)
(Street Address)
(City) (State) (Zip Code)
(Telephone Number)
D. SIGNATURE OF INSURER OR AUTHORIZED REPRESENTATIVE OF THE INSURER I, (print/type name), warrant that I have authority to
bind thebelow listed insurance company and by my signature hereon do so bind this company.

SIGNATURE OFAUTHORIZED REPRESENTATIVE
(original signature required on endorsement furnished to the Agency) ORGANIZATION: TITLE:

ADDRESS:

TELEPHONE:
689
EXHIBIT "A" - INSURANCE ENDORSEMENTS & CERTIFICATE
WORKERS’ COMPENSATION/EMPLOYERS LIABILITY ENDORSEMENT
APPENDIX B B244/19/2021
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City of Murrieta ("the
Agency")1 Town Square
24601 Jefferson Avenue
Murrieta, CA 92562
Attn: Engineering Manager
A. POLICY INFORMATION Endorsement No.

1. Insurance Company ("the
Company")Policy No.

2. Endorsement Effective Date:

3. Named Insured

4. Employer's Liability Limit (Coverage B)
B. POLICY AMENDMENTS
In consideration of the policy premium and notwithstanding any inconsistent statement in the policy to whichthis endorsement is attached or any other endorsement attached thereto, it is agreed as follows:

1. CANCELLATION NOTICE. The insurance afforded by this policy shall not be suspended, voided,canceled, reduced in coverage or in limits except after thirty (30) days' prior written notice by certifiedmail return receipt requested has been given to the Agency. Such notice shall be addressed as shownin the heading of this endorsement.

2. WAIVER OF SUBROGATION. The Insurance Company agrees to waive all rights of subrogation against the Agency, its elected or appointed officers, officials, agents and employees for losses paidunder the terms of this policy which arise from work performed by the Named Insured for theAgency.

C. SIGNATURE OF INSURER OR AUTHORIZED REPRESENTATIVE OF THE INSURER I, (print/type name), warrant that I have
authority tobind the below listed insurance company and by my signature hereon do so bind this company.

SIGNATURE OFAUTHORIZED REPRESENTATIVE
(original signature required on endorsement furnished to the Agency) ORGANIZATION: TITLE:

ADDRESS:
690
EXHIBIT "A" - INSURANCE ENDORSEMENTS & CERTIFICATE
WORKERS’ COMPENSATION/EMPLOYERS LIABILITY ENDORSEMENT
APPENDIX B B254/19/2021
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TELEPHONE:
(Revised 3/17/87)
691
EXHIBIT "A" - INSURANCE ENDORSEMENTS & CERTIFICATE

CERTIFICATE OF INSURANCE
APPENDIX B B264/19/2021
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Return Completed Certificate to
City of Murrieta (Agency)
1 Town Square
24601 Jefferson Avenue
Murrieta, CA 92562
Attn: Engineering Manager

CERTIFICATE OF INSURANCE
TO

CITY OF MURRIETA
("Agency")
(Revised 5/28/87)
Only this Certificate
of Insurance form
will be accepted
This certifies to theAgency that the following described policies have been issued to the Insured named belowand are in force at this time.

Insured
Address
Description of operations/locations/products insured (show City Project name and/or number, if any):

POLICIES

AND INSURERS
LIMITS
Bodily Injury/Property Damage
POLICY
NUMBER

EXPIRATION
DATE
Workers' Compensation
(Name of Insurer)
Best's Rating
Employers Liability $
Check policy type:

Comprehensive General Liability
or
Commercial General Liability
"Claims-made"
"Occurrence"
(Name of Insurer)
Each Occurrence $
Aggregate $
Best's Rating
or
Combined Single Limit $
Aggregate $
692
EXHIBIT "A" - INSURANCE ENDORSEMENTS & CERTIFICATE

CERTIFICATE OF INSURANCE
APPENDIX B B274/19/2021
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Business Auto Policy
Liability Coverage Symbol
(Name of Insurer)
Best's Rating
Each Person $
Each Accident $
or
Combined Single Limit $
Umbrella Liability
"Claims-made"
(Name of Insurer) "Occurrence"
Best's Rating Occurrence/
Aggregate $
Self-Insured Retention $
693
EXHIBIT "A" - INSURANCE ENDORSEMENTS & CERTIFICATE

CERTIFICATE OF INSURANCE
APPENDIX B B284/19/2021
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The following coverage or conditions are in effect: Yes No The Agency, its officials, and employees are named on all liability policies described above as insureds as respects: (a) activities performed for the Agency by or on behalf of the Named Insured, (b) products and completed operations of the Named Insured, and (c) premises, owned, leased or used by the Named Insured.

Products and Completed Operations
The undersigned will mail to the Agency 30 days' written notice of cancellation or reduction of coverage or limits.

Cross Liability Clause (or equivalent wording)
Personal Injury, Perils, A, B and C
Broad Form Property Damage
X, C, U Hazards included
Contractual Liability Coverage applying to this Contract Liquor Liability
Coverage afforded the Agency, its officials, employees and volunteers as Insureds applies as primary and not excess or contributing to any insurance issued in the name of the Agency.

Waiver ofsubrogation from Workers' Compensation insurer.

This certificate is issued as a matter of information. This certificate is not an insurance policy and does notamend, extend or alter the coverage afforded by the policies listed herein. Notwithstanding any requirement,term or condition of any contract or other document with respect to which this certificate of insurance may be issued or may pertain, the insurance afforded by the policies described herein is subject to all the terms, exclusions and conditions of such policies.

Agency or Brokerage Insurance Company
Address Home Office
Name of Person to be Contacted Authorized Signature Date Telephone Number
Note: Authorized signatures may be the agent's if agent has placed insurance through an agency agreementwith the insurer. If insurance is brokered, authorized signature must be that of official insurer.
694

CITY OF MURRIETA
City Council Meeting Agenda
Report
5/7/2024
Agenda Item No. 8.

TO: HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL
FROM: Kim Summers, City Manager
PREPARED BY: Bryce Wilson, Management Analyst
SUBJECT:

On-Call Consulting Services for Vertical Construction

RECOMMENDATION
Approve Agreements for On-Call Vertical Construction/Project Management Consulting Services between the City of Murrieta and RWBID Construction Management LLC, Griffin Structures, and Transtech Engineer; and Authorize the City Manager to execute all agreements.

PRIOR ACTION/VOTE
None.

CITY COUNCIL GOAL
Maintain a high performing organization that values fiscal sustainability, transparency, accountability and organizational efficiency.

BACKGROUND
The City of Murrieta (City) operates multiple facilities, including City Hall, five (5) Fire Stations, a Police Station, 53 parks, various recreation facilities, 1,350 acres of trails, a Library, and a Public Works Maintenance Facility. The City has plans to construct or renovate several facilities in the coming years, such as renovating the Public Works Maintenance Facility, expansion of the library, construction of a new fire station, fire station tenant improvements, and building of a public safety training center. Since facility construction projects are highly specialized and to ensure that the City realizes the most competitive and favorable business terms available in its varied facility construction projects, the City desired to engage the services of one or more firms to act as the City’s representative and participate in project design/construction processes as needed for various upcoming facility projects.

On October 30, 2023, the City publicly advertised a request for proposals for On-Call Vertical Construction/Project Management Services. On December 4, 2023, the City received 13 proposals (see table below). Five of the thirteen firms attended interviews with staff during the week of March 4, 2024. After those interviews, City staff chose for further evaluation, including reference checks, the three firms whose CITY OF MURRIETA Page 1 of 3 Printed on 5/2/2024
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Agenda Item No. 8.
interviews, City staff chose for further evaluation, including reference checks, the three firms whose experience most closely matches the services the City is seeking through this solicitation. The three firms chosen have extensive expertise in facility construction project management, cost estimation, value engineering, construction budget management, evaluation of options for construction delivery methods, and design experience for various types of vertical construction projects.

Proposers Interviewed Selected Firms
Griffin Structures Griffin Structures Griffin Structures RWBID Construction
Management, LLC.

RWBID Construction
Management, LLC.

Transtech Engineers Transtech Engineers Transtech Engineers Cumming Management Group Cumming Management Group
NV5 NV5
Anser Advisory
CSG Consultants, Inc.

Hoch Consulting, APC.

Interwest Consulting Group
Marrs Services, Inc.

Ogee Building
TKE Engineering, Inc.

Willdan Engineering
Staff recommends that the City enter into an agreement with each of these three firms for on-call, as-needed services. As specific projects and needs are determined, each firm would be invited to submit a proposal, and the City would then choose the most suitable firm for the necessary work and issue a purchase order. Each specific City project would fund the cost for these services.

Having this type of specialized consulting resource available to staff will provide much-needed expertise associated with construction of buildings, including public safety and recreation facilities, for the City to maximize both cost-effectiveness and efficiency for the overall project(s).

FISCAL IMPACT
Funding for on-call vertical construction/project management consulting services will be funded through the various Capital Improvement projects that utilize the consultant services.

ENVIRONMENTAL IMPACT
None.

ATTACHMENTS

1. Agreement with RWBID Construction Management, LLC.

2. Agreement with Griffin Structures

3. Agreement with Transtech Engineers
CITY OF MURRIETA Page 2 of 3 Printed on 5/2/2024
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Agenda Item No. 8.

CITY OF MURRIETA Page 3 of 3 Printed on 5/2/2024
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AGREEMENT FOR ON-CALL PROFESSIONAL SERVICES
WITH THE CITY OF MURRIETA ("CITY")
Project Name/Description ("Project"): On-Call Vertical Construction/Project Management Services
Contract Number: Click or tap here to enter text.

Consultant Name ("Consultant"): RWBID Construction Management Consultant Business Type: Limited Liability Company (LLC) Consultant Address:139 Hermosa Avenue, Hermosa Beach, CA, 90254 Consultant Representative Name and Title ("Consultant Representative"): Matthew Feldhaus, President
Consultant Representative Work Phone and Email: 626-888-9411, [email protected] Termination Date: 06/01/2027
Total Not-To-Exceed Contract Amount ("Contract Sum"): Each Project will have a Project Specific Quote in compliance with the fees outlined in Exhibit C-1.

City Department Contact ("Department Contact"): Bryce Wilson Department Contact Work Phone and Email: 951-461-6429,[email protected] Is Federal Funding Being Used to Fund Any Part of The Project (Yes/No): No 698

RECITALS
The City desires to contract with a Consultant to provide professional services on an oncall basis as more further set forth herein.

The City circulated a Request for Proposalsfor the above-described professional services.

Consultant submitted a proposal to City to provide the above-described professional services.

City Staff has reviewed all the proposals and after considering the demonstrated competence of Consultant, the professional qualifications of Consultant, and the fairness and reasonableness of Consultant's proposed cost, staff has determined that an agreement to provide the required services should be awarded to Consultant.
699

AGREEMENT FOR PROFESSIONAL SERVICES
WITH THE CITY OF MURRIETA ("CITY")
THIS AGREEMENT FOR SERVICES ("Agreement") is made and entered into as of the effective on the date executed by the City by and between CITY OF MURRIETA, a California municipal corporation ("City") and ("Consultant"). City and Consultant may be referred to individually as "Party" or collectively as "Parties." In consideration of the mutual promises and covenants made by the Parties and contained herein and other consideration, the value and adequacy of which are hereby acknowledged, the Parties agree as follows:

ARTICLE 1. SERVICES OF CONSULTANT

1.1 Scope of Services. In compliance with all terms and conditions of this Agreement, Consultant shall provide those services specified in the "Scope of Services" attached hereto as Exhibit A and incorporated herein by this reference, which may be referred to herein as the "services" or "work" hereunder. As a material inducement to City entering into this Agreement, Consultant represents and warrants: a) it has the qualifications, experience, and facilities necessary to properly perform the Services required under this Agreement b) all services set forth in the Scope of Services will be performed in a competent and satisfactory manner; c) all materials used for services will be both of good quality as well as fit for the purpose intended; and, d) Consultant shall follow the highest professional standards and practices in performing the services required hereunder. Individual tasks under the Scope of Services shall be established on a per project basis. Upon request by City, the Consultant shall provide a detailed task proposal including pricing consistent with those hourly rates as provided in Article II, below. Consultant shall not commence work until an Task Order is issued by the City authorizing the Consultant to perform such work.

1.2 Consultant's Proposal. The Scope of Services shall include the scope of services or work included in Consultant's proposal or bid, which shall be incorporated herein by this reference as though fully set forth herein. In the event of any inconsistency between the terms of such proposal or bid, and this Agreement, the terms of this Agreement shall govern. No other terms and conditions from Consultant's proposal or bid, other than description of scope of services or work, shall apply to this Agreement, unless specifically agreed to by City in writing.

1.3 Compliance with Law. All services rendered hereunder shall be provided in accordance with all ordinances, resolutions, statutes, rules and regulations of City and any federal, State or local governmental agency having jurisdiction in effect at the time services are rendered. City, and its officers, employees and agents, shall not be liable at law or in equity for failure of Consultant to comply with this Section.

1.4 Licenses, Permits, Fees and Assessments. Consultant shall obtain at its sole cost and expense such licenses, permits and approvals as may be required by law for the performance of the services required by this Agreement. Consultant shall have the sole obligation to pay for any fees, assessments and taxes, plus applicable penalties and interest, which may be imposed by law and arise from or are necessary for 700
Consultant's performance of the services required by this Agreement, and shall indemnify, defend and hold harmless City against any such fees, assessments, taxes, penalties or interest levied, assessed or imposed against City hereunder.

1.5 Familiarity with Work. By executing this Agreement, Consultant represents and warrants Consultant: a) has thoroughly investigated and considered services to be performed, b) has carefully considered how services should be performed, and c) fully understands the facilities, difficulties and restrictions attending performance of services under this Agreement.

1.6 Software and Computer Services. If the Scope of Services includes the provision and/or installation of any software, computer system, or other computer technology, Consultant represents and warrants that it is familiar with and/or has inspected City's current infrastructure, equipment, computer system and software and that the software, computer system, or other computer technology provided and/or installed by Consultant under this Agreement is compatible, and shall be fully functional, with such infrastructure, equipment, computer system and software of City. Consultant acknowledges that City is relying on this representation by Consultant as a material consideration in entering into this Agreement.

1.7 Prevailing Wages. If services include any "public work" or "maintenance work," as those terms are defined in California Labor Code section 1720 et seq. and California Code of Regulations, Title 8, section 16000 et seq., and if the total compensation is $1,000 or more, Consultant shall pay prevailing wages for such work and comply with the requirements in California Labor Code section 1770 et seq. and 1810 et seq., and all other applicable laws.

1.8 Special Requirements. Additional terms and conditions of this Agreement, if any, which are made a part hereof are set forth in the "Special Requirements" attached hereto as Exhibit B and incorporated herein by this reference. In the event of a conflict between the provisions of Exhibit B and any other provisions of this Agreement, the provisions of Exhibit B shall govern.

ARTICLE 2. COMPENSATION AND METHOD OF PAYMENT

2.1 Contract Sum. Subject to any limitations set forth in this Agreement, City agrees to pay Consultant the rates specified in the "Schedule of Compensation" attached hereto as Exhibit C and incorporated herein by this reference. The total compensation for all work, including reimbursement for actual expenses, shall not exceed the Contract Sum set forth above. Compensation may include reimbursement, for actual and necessary expenditures, if both are specified in the Schedule of Compensation or upon a Task Order, as well as approved by City in advance.

2.2 Invoices. Unless some other method of payment is specified in Exhibit C, Schedule of Compensation, in any month in which Consultant wishes to receive payment, no later than the first business day of such month, Consultant shall submit to City, in 701
a form approved by City's Finance Director, an invoice for services rendered prior to the date of the invoice. By submitting an invoice for payment under this Agreement, Consultant is certifying compliance with all provisions of this Agreement. Except as provided in Sections 7.3, 7.4 and 7.5, City shall pay Consultant for all expenses stated thereon which are approved by City pursuant to this Agreement generally within thirty (30) days, and City will use its best efforts to make payment no later than forty-five (45) days, from the submission of an invoice in an approved form. In the event any charges or expenses are disputed by City, the original invoice shall be returned by City to Consultant for correction and resubmission. Review and payment by City for any invoice provided by Consultant shall not constitute a waiver of any rights or remedies provided herein or any applicable law. Each invoice is to include (unless otherwise specified by City): 1) line items for all personnel describing the work performed, the number of hours worked, and the hourly rate; 2) line items for all materials and equipment properly charged to the Services; 3) line items for all other approved reimbursable expenses claimed, with supporting documentation; and 4) line items for all approved subcontractor labor, supplies, equipment, materials, and travel properly charged to the Services.

ARTICLE 3. PERFORMANCE SCHEDULE

3.0 Time of Essence. Time is of the essence in the performance of this Agreement.

3.1 Term. The Agreement shall commence and become effective on the date excuted by the City and will continue until the Termination Date, June 30, 2027. This Agreement may be extended for up to two, additional one-year periods upon the mutual agreement in writing of both parties.

Unless earlier terminated in accordance with Article 7 of this Agreement, this Agreement shall continue in full force and effect until completion of any ongoing services, which shall be no later than the Termination Date set forth above.

Notwithstanding the foregoing, the Indemnification and Insurance provisions set forth in Article 5 shall survive the termination of this Agreement.

3.2 Schedule of Performance. Consultant shall commence the services pursuant to this Agreement upon receipt of a written Task Order and shall perform all services within the time period(s) established in the Task Order or generally within the time periods established in the "Schedule of Performance" attached hereto as Exhibit D and incorporated herein by this reference.

3.3 Force Majeure. The time period(s) specified in the Schedule of Performance for performance of the services rendered pursuant to this Agreement shall be extended because of any delays due to unforeseeable causes beyond the control and without the fault or negligence of Consultant, including, but not restricted to, acts of God or of the public enemy, unusually severe weather, fires, earthquakes, floods, epidemics, quarantine restrictions, riots, strikes, freight embargoes, wars, litigation, and/or acts of any governmental agency, including City, if Consultant shall within ten (10) days of the commencement of such delay notify City in writing of the 702
causes of the delay. City shall ascertain the facts and the extent of delay, and extend the time for performing the services for the period of the enforced delay when and if in the judgment of City such delay is justified. City's determination shall be final and conclusive upon the Parties to this Agreement. In no event shall Consultant be entitled to recover damages against City for any delay in the performance of this Agreement, however caused, Consultant's sole remedy being extension of this Agreement pursuant to this Section.

ARTICLE 4. COORDINATION OF WORK

4.1 Representative of Consultant. The Consultant Representative is authorized to act on Consultant's behalf with respect to the work or services specified herein and to make all decisions in connection therewith. It is expressly understood that the experience, knowledge, capability and reputation of the representative was a substantial inducement for City to enter into this Agreement. Therefore, the representative shall be responsible during the term of this Agreement for directing all activities of Consultant and devoting sufficient time to personally supervise the services hereunder. For purposes of this Agreement, the representative may not be replaced nor may their responsibilities be substantially reduced by Consultant without the express written approval of City.

4.2 Department Contact for City. The Department Contact (or other person designated by the City Manager) shall be the primary person on behalf of City responsible for the administration of the Agreement. It shall be Consultant's responsibility to assure that the Department Contact is kept informed of both the progress of the performance of the services as well as any decisions which must be made by City.

4.3 Approvals from City. City approvals or actions, pursuant to the authority of this Agreement, are to be made (unless otherwise specified) either by the Contract Manager, City Manager or by their delegate as provided for in writing.

4.4 Independent Contractor. Neither City, nor any of its officers, employees or agents, shall have any control over the manner or means by which Consultant, or its officers, employees, agents or subcontractors, perform the services required herein, except as otherwise set forth herein. Consultant shall perform all services required herein as an independent contractor of City and shall remain under only such obligations as are consistent with that role. Consultant shall not at any time or in any manner represent that it, or any of its officers, employees, agents or subcontractors, are officers, employees or agents of City. City shall not in any way or for any purpose become or be deemed to be a partner of Consultant in its business or otherwise or a joint venturer or a member of any joint enterprise with Consultant.

Consultant shall not incur or have the power to incur any debt, obligation or liability whatever against City, or bind City in any manner. Consultant represents and warrants that the personnel used to provide services to City pursuant to this Agreement shall at all times be under Consultant's exclusive control and direction.

No City employee benefits shall be available to Consultant, its officers, employees, agents or subcontractors, in connection with the performance of this Agreement. 703
City shall not be liable for compensation or indemnification to Consultant, its officers, employees, agents or subcontractors, for injury or sickness arising out of performing services hereunder. In the event that Consultant or any officer, employee, agent, or subcontractor of Consultant providing services under this Agreement claims or is determined by a federal or state agency, a court of competent jurisdiction, or the California Public Employees' Retirement System, to be classified as other than an independent contractor for City, then Consultant shall indemnify, defend, and hold harmless City for the payment of any and all assessed fines, penalties,judgments, employee and/or employer contributions, and any other damages and costs assessed to City as a consequence of, or in any way attributable to, the assertion that Consultant, or any officer, employee, agent, or subcontractor Consultant used to provide services under this Agreement, is/are employees of City.

4.5 Subcontracting or Assignment. The experience, knowledge, capability and reputation of Consultant, its principals and employees were a substantial inducement for City to enter into this Agreement. Therefore, without express written approval of City, Consultant shall not contract with any other City to perform in whole or in part services required hereunder without express written approval of City, and neither this Agreement nor any interest herein may be transferred or assigned. No approved transfer shall release Consultant, or any surety or insured of Consultant, of any liability hereunder without express written consent of City.

ARTICLE 5. INSURANCE AND INDEMNIFICATION

5.1 Insurance Coverages. Prior to commencement of any services under this Agreement, and without limiting Consultant's indemnification obligation to City, Consultant shall procure and maintain, at its sole cost and expense, in a form and content satisfactory to City, for the duration of the Agreement, primary policies of insurance of the type and amounts set forth in the "Insurance Requirements" attached hereto as Exhibit E and incorporated herein by this reference.

5.2 Indemnification.
(a) General Obligations. Consultant agrees, to the full extent permitted by law, to indemnify, defend and hold harmless City and its elected and appointed officers, employees and agents (each an "Indemnitee" and collectively, "lndemnitees") against, and will hold and save them and each of them harmless from, whether actual or threatened, any and all actions, either judicial, administrative, arbitration or regulatory claims, damages to persons or property, losses, costs, penalties, obligations, errors, omissions or liabilities (herein "Claims or Liabilities") that may be asserted or claimed by any person, firm or City arising out of or in connection with the negligent performance of the work, operations or activities provided herein of Consultant, its officers, employees, agents, subcontractors, or invitees, or any individual or City for which Consultant is legally liable (each an "lndemnitor" and collectively, "Indemnitors"), or arising from Indemnitors' reckless or willful misconduct, or arising from Indemnitors' negligent performance of or failure to perform any term, provision, covenant or condition of this 704
Agreement, and in connection therewith: 1) Consultant will defend any action or actions filed or threatened in connection with any such Claims or Liabilities, or at option oflndemnitee(s) will reimburse and pay for all costs and expenses, including legal costs and attorneys' fees, incurred by Indemnitee(s) in connection therewith; and, 2) Consultant will promptly pay any judgment rendered against Indemnitee(s) for any such Claims or Liabilities, and will save and hold Indemnitee(s) harmless therefrom.
(b) Further Provisions. The indemnity obligation herein shall be binding on successors, assigns and heirs of Consultant and shall survive termination of this Agreement. Consultant shall incorporate similar indemnity agreements as provided herein with its subcontractors, and if Consultant fails to do so Consultant shall be fully responsible to indemnify City hereunder therefor. Failure of City and/or City Parties (collectively "City" for solely this Section 5.2(b)) to monitor compliance with any of the indemnification provisions herein shall not be a waiver hereof The indemnification provisions herein do not apply to claims or liabilities occurring as a result of City's sole negligence or willful misconduct, but, to the fullest extent permitted by law, shall apply to claims and liabilities resulting in part from City's negligence, except that design professionals' indemnity hereunder shall be limited to claims and liabilities arising out of the negligence, recklessness or willful misconduct of the design professional. The indemnification provided herein includes Claims or Liabilities arising from any negligent or wrongful act, error or omission, or reckless or willful misconduct of Indemnitors in the performance of professional services hereunder. Payment of invoices by City is not a condition precedent to enforcement of the indemnity obligation herein. In the event of any dispute between Consultant and City, as to whether liability arises from the sole negligence or willful misconduct of City, Consultant will be obligated to pay for City's defense until such time as a final judgment has been entered adjudicating City as solely negligent or responsible for willful misconduct. Consultant will not be entitled in the absence of such a determination to any reimbursement of defense costs including but not limited to attorney's fees, expert fees and costs of litigation. (c) Pursuant to the full language of California Civil Code §2782, Design Professionals agrees to indemnify, including the cost to defend, City and its officers, officials, employees, and volunteers from and against any and all claims, demands, costs, or liability that arise out of, or pertain to, or relate to the negligence, recklessness, or willful misconduct of Design Professional and its employees or agents in the performance of services under this contract, but this indemnity does not apply to liability for damages arising from the sole negligence, active negligence, or willful acts of the City; and does not apply to any passive negligence of the City unless caused at least in part by the Design Professional. The City agrees that in no event shall the cost to defend charged to the Design Professional exceed that professional's proportionate percentage of fault. This duty to indemnify shall not be waived or modified by contractual agreement or acts of the parties.

5.3 Professional Liability. When the law establishes a professional standard of care for Consultant's services, to the fullest extent permitted by law, Consultant shall indemnify, defend and hold harmless Indemnitees against, and will hold and save 705
them and each of them harmless from, whether actual or threatened, any and all Claims and Liabilities, consistent with all obligations provided for in this Section

5.3, to the extent same are caused in whole or in part by any negligent or wrongful act, error or omission, or reckless or willful misconduct of Indemnitors in the performance of professional services under this Agreement.

ARTICLE 6. RECORDS, REPORTS AND RELEASE OF INFORMATION

6.1 Records. Consultant shall keep, and require subcontractors to keep, such ledgers, books of accounts, invoices, vouchers, canceled checks, reports, studies or other documents relating to the disbursements charged to City and services performed hereunder ("books and records") as shall be necessary to perform the services required by this Agreement and enable City to evaluate the performance of such services. Any and all such books and records shall be maintained in accordance with generally accepted accounting principles, shall be complete and detailed, and shall be readily accessible. City shall have full and free access to such books and records at all times during normal business hours of City, including the right to inspect, copy, audit and make records and transcripts. Such books and records shall be maintained for a period of three (3) years following completion of the services hereunder. City shall have access to such books and records in the event any audit is required. Consultant shall fully cooperate with City in providing access to any and all Consultant records and documents if a public records request is made and disclosure is required by law including but not limited to the California Public Records Act.

6.2 Ownership of Documents. All drawings, specifications, maps, designs, photographs, studies, surveys, data, notes, computer files, reports, records, documents and other materials ("documents and materials") prepared by Consultant, its officers, employees, agents and subcontractors in the performance of this Agreement shall be the property of City and shall be delivered to City upon request of City and/or upon the termination of this·Agreement, and Consultant shall have no claim for further employment or additional compensation as a result of the exercise by City of its full rights of ownership, use, reuse, or assignment of the documents and materials hereunder. Consultant may retain copies of such documents and materials for its own use. Consultant shall have the right to use the concepts embodied therein. All subcontractors shall provide for assignment to City of any documents and materials prepared by them, and in the event Consultant fails to secure such assignment, Consultant shall indemnify City for all damages resulting therefrom. Moreover, with respect to any Consultant documents and materials that may qualify as "works made for hire" as defined in 17 U.S.C. § 101, such documents and materials are hereby deemed "works made for hire" for City.

6.3 Confidentiality and Release of Information. All information gained or work product produced by Consultant in its performance of this Agreement shall be considered confidential, unless such information is in the public domain or already known to Consultant. Consultant shall not release or disclose any such information or work product to persons or entities other than City without prior written authorization from City. Consultant, its officers, employees, agents or 706
subcontractors, shall not, without prior written authorization from City or unless requested by the City Attorney, voluntarily provide documents, declarations, letters of support, testimony at depositions, response to interrogatories or other information concerning the work performed under this Agreement. Response to a subpoena or court order shall not be considered "voluntary" provided Consultant immediately gives City notice of such court order or subpoena. If Consultant, or any officer, employee, agent or subcontractor of Consultant, provides any information or work product in violation of this Agreement, then City shall have the right to reimbursement and indemnity from Consultant for any damages, costs and fees, including attorney's fees, caused by or incurred as a result of Consultant's conduct. As concerning, regarding or related to, in any way, this Agreement and the work performed thereunder: a) Consultant shall immediately notify City should Consultant, its officers, employees, agents or subcontractors be served with any summons, complaint, subpoena, notice of deposition, request for documents, interrogatories, request for admissions or other discovery request, court order or subpoena from any party; b) City retains the right, but has no obligation, to represent Consultant or be present at any deposition, hearing or similar proceeding; and, c) Consultant agrees to cooperate fully with City and to provide City with the opportunity to review any response to discovery requests provided by Consultant, however, this right to review any such response does not imply or mean the right by·City" to control, diicct, or rc-vv'ritc said response.

ARTICLE 7. ENFORCEMENT OF AGREEMENT AND TERMINATION

7.1 California Law. This Agreement shall be interpreted, construed and governed both as to validity and to performance of the Parties in accordance with the laws of the State of California. Legal actions concerning any dispute, claim or matter arising out of or in relation to this Agreement shall be instituted in the Superior Court of the County of Riverside, State of California, or any other appropriate court in such county, and Consultant agrees to submit to the personal jurisdiction of such court in the event of such action. In the event oflitigation in a U.S. District Court, venue shall lie exclusively in the Central District of California, in the County of Riverside, State of California.

7.2 Suspension, or Termination, Prior to Expiration of Term. This Section shall govern any termination of this Agreement except asspecifically provided in Section

7.4 for termination for cause. City reserves the right to terminate or suspend this Agreement, or any portion hereof, at any time, for any reason, with or without cause, upon ten (10) days' notice to Consultant, except that where termination or suspension is due to the fault of Consultant, the period of notice may be such shorter time as determined by City. Upon receipt of any notice of termination or suspension, Consultant shall immediately cease all services hereunder, unless the notice provides otherwise, or except such as specifically approved by City. Upon submittal of an invoice consistent with Section 2.2, Consultant shall be entitled to compensation for all services rendered prior to the effective date of the notice of termination or suspension and for any services authorized by City thereafter in accordance with the Schedule of Compensation, or such as may be approved by City, except as provided in Section 7.5. In event of termination, or suspension, 707
without cause pursuant to this Section, there is no need to provide opportunity to cure pursuant to Section 7.3.

7.3 Default of Consultant and Opportunity to Cure. In the event that Consultant is in default under the terms of this Agreement, City shall not have any obligation or duty to continue compensating Consultant for any work performed after the date of default. Instead, City may give notice to Consultant of the default and the reasons for the default. The notice shall include the timeframe in which Consultant may cure the default. This timeframe is presumptively ten (10) days, but may be extended, or reduced, if circumstances warrant, as determined by City. During the period of time that Consultant is in default, City shall hold all invoices and shall, when the default is cured, proceed with payment on the invoices, without liability for interest. In the alternative, City may, in its sole discretion, elect to pay some or all of the outstanding invoices during the period of default. If Consultant does not cure the default by conclusion of noticed timeframe, City may immediately both terminate this Agreement with notice to Consultant as well as pursue the remedy in Section 7.4, without prejudice to any other remedy to which City may be entitled at law, in equity or under this Agreement. Any failure on the part of City to give notice of Consultant's default shall not be deemed to result in a waiver of City's legal rights or any rights arising out of any provision of this Agreement.

7.4 Termination for Default of Consultant. If termination is due to the failure of Consultant to fulfill its obligations under this Agreement, City may, after compliance with the provisions of Section 7.3, take over the work and prosecute the same to completion by contract or otherwise, and Consultant shall be liable to the extent that the total cost for completion of the services required hereunder exceeds the compensation herein stipulated (provided that City shall use reasonable efforts to mitigate such damages), and City may withhold any payments to Consultant for the purpose of set-off or partial payment of the amounts owed City therefor.

7.5 Retention of Funds. Consultant hereby authorizes City to deduct from any amount payable to Consultant (whether or not arising out of this Agreement) (i) any amounts the payment of which may be in dispute hereunder or which are necessary to compensate City for any losses, costs, liabilities, or damages suffered by City, • and (ii) all amounts for which City may be liable to third parties, by reason of Consultant's acts or omissions in performing or failing to perform Consultant's obligation under this Agreement. In the event that any claim is made by a third party, the amount or validity of which is disputed by Consultant, or any indebtedness shall exist which shall appear to be the basis for a claim of lien, City may withhold from any payment due, without liability for interest because of such withholding, an amount sufficient to cover such claim. The failure of City to exercise such right to deduct or to withhold shall not, however, affect the obligations of Consultant to insure, indemnify, and protect City as elsewhere provided herein.
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7.6 Waiver. Waiver by any Party to this Agreement of any term, condition, or covenant of this Agreement shall not constitute a waiver of any other term, condition, or covenant. Waiver by any Party of any breach of the provisions of this Agreement shall not constitute a waiver of any other provision or a waiver of any subsequent breach or violation of any provision of this Agreement. Acceptance by City of any work or services by Consultant shall not constitute a waiver of any of the provisions of this Agreement. No delay or omission in the exercise of any right or remedy by a non-defaulting Party on any default shall impair such right or remedy or be construed as a waiver. Any waiver by either Party of any default must be in writing and shall not be a waiver of any other default concerning the same or any other provision of this Agreement. Consultant acknowledges and agrees that any actual or alleged failure on the part of City to inform Consultant of non-compliance with any requirement of this Agreement imposes no additional obligations on City nor does it waive any rights hereunder. Payment to Consultant for work performed pursuant to this Agreement shall not be deemed to waive any defects in work performed by Consultant.

7.7 Rights and Remedies are Cumulative. Except with respect to rights and remedies expressly declared to he exclusive in this Agreement, the rights and remedies of the Parties are cumulative and the exercise by either Party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other Party.

7.8 Legal Action. In addition to any other rights or remedies, either Party may take legal action, in law or in equity, to cure, correct or remedy any default, to recover damages for any default, to compel specific performance of this Agreement, to obtain declaratory or injunctive relief, or to obtain any other remedy consistent with the purposes of this Agreement. Notwithstanding any contrary provision herein, Consultant shall file a statutory claim pursuant to Government Code sections 905 et seq. and 910 et seq., in order to pursue a legal action under this Agreement.

7.9 Attorneys' Fees. If either Party to this Agreement is required to initiate or defend or made a party to any action or proceeding in any way connected with this Agreement, the prevailing party in such action or proceeding, in addition to any other relief which may be granted, whether legal or equitable, shall be entitled to reasonable attorneys' fees. Attorneys' fees shall include attorneys' fees on any appeal, and a Party entitled to attorneys' fees shall be entitled to all other reasonable costs for investigating such action, consultants' fees, taking depositions and discovery and all other necessary costs the court allows which are incurred in such 709
litigation. Such fees and costs shall be enforceable whether or not such action is prosecuted to judgment.

ARTICLE 8. INDIVIDUAL LIABILITY, CONFLICTS AND NON-DISCRIMINATION

8.1 Non-liability of City Officers and Employees. No officer or employee of City shall be personally liable to Consultant, or any successor in interest, in the event of any default or breach by City or for any amount which may become due to Consultant or to its successor, or for breach of any obligation of the terms of this Agreement.

8.2 Conflict of Interest. Consultant covenants that neither it, nor any officer or principal of its firm, has or shall acquire any interest, directly or indirectly, which would conflict in any manner with the interests of City or which would in any way hinder Consultant's performance of services under this Agreement. Consultant further covenants that in the performance of this Agreement, no person having any such interest shall be employed by it as an officer, employee, agent or subcontractor without the express written consent of City. Consultant agrees to at all times avoid conflicts of interest or the appearance of any conflicts of interest with the interests of City in the performance of this Agreement. City, in its sole discretion, shall determine the existence of a conflict of interest and may terminate this Agreement in the event such a conflict of interest exists upon sending Consultant written notice describing the conflict. No officer or employee of City shall have any financial interest, direct or indirect, in this Agreement nor shall any such officer or employee participate in any decision relating to this Agreement which affects their financial interest or the financial interest of any corporation, partnership or association in which they are, directly or indirectly, interested, in violation of any State statute or regulation. Consultant warrants that it has not paid or given and will not pay or give any third party any money or other consideration for obtaining this Agreement.

8.3 Covenant Against Discrimination. Consultant covenants that, by and for itself, its heirs, executors, assigns, and all persons claiming under or through them, that there shall be no discrimination against or segregation of, any person or group of persons on account of race, color, creed, religion, sex, gender, sexual orientation, marital status, national origin, ancestry or other protected class in the performance of this Agreement. Consultant shall take affirmative action to insure that applicants are employed and that employees are treated during employment without regard to their race, color, creed, religion, sex, gender, sexual orientation, marital status, national origin, ancestry or other protected class.

ARTICLE 9. MISCELLANEOUS PROVISIONS

9.1 Notices. Any notice or other communication either Party desires or is required to give to the other Party or any other person in regards to this Agreement must be in writing and may be given either by (i) personal service, (ii) delivery by a reputable document delivery service, such as but not limited to, Federal Express, which provides a receipt showing date and time of delivery, or (iii) mailing in the United States Mail, certified mail, postage prepaid, return receipt requested, in the case of 710
City addressed to City Clerk at City of Murrieta, 1 Town Square, Murrieta California 92562, and in the case of Consultant, to the person(s) at the address designated on the cover page of this Agreement. Either Party may change its address by notifying the other Party of the change of address in writing. Notice shall be deemed communicated at the time personally delivered or in seventy-two (72) hours from the time of mailing if mailed as provided in this Section.

9.2 Interpretation. The terms of this Agreement shall be construed in accordance with the meaning of the language used and shall not be construed for or against either Party by reason of the authorship of this Agreement, headings used, or any other rule of construction which might otherwise apply.

9.3 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, and such counterparts shall constitute one and the same instrument.

9.4 Integration; Amendment. This Agreement including the attachments hereto is the entire, complete and exclusive expression of the understanding of the Parties as to the Agreement. It is understood that there are no oral agreements between the Parties hereto affecting this Agreement, and this Agreement supersedes and cancels any and all prior and contemporaneous negotiations, arrangements, agreements and understandings, if any, between the Parties, concerning this Agreement, and none shall be used to interpret this Agreement. No amendment to or modification of this Agreement shall be valid unless made in writing and approved by Consultant and by City.

9.5 Severability. Should a portion of this Agreement be declared invalid or unenforceable by a judgment or decree of a court of competent jurisdiction, such invalidity or unenforceability shall not affect any of the remaining portions of this Agreement which are hereby declared as severable and shall be interpreted to carry out the intent of the Parties unless the invalid provision is so material that its invalidity deprives either Party of the basic benefit of their bargain or renders this Agreement meaningless.

9.6 No Undue Influence. Consultant declares and warrants that no undue influence or pressure was used against or in concert with any officer or employee of City in connection with the award, terms or implementation of this Agreement, including any method of coercion, confidential financial arrangement, or financial inducement. No officer or employee of City has or will receive compensation, directly or indirectly, from Consultant, or from any officer, employee or agent of Consultant, in connection with the award of this Agreement or any work to be conducted as a result of this Agreement. Violation of this Section shall be a material breach of this Agreement entitling City to remedies in Section 7.4 and any and all remedies at law or equity.

9.7 Corporate Authority. The persons executing this Agreement on behalf of the Parties hereto warrant that (i) such Party is duly organized and existing, (ii) they are duly authorized to execute and deliver this Agreement on behalf of said Party, 711
(iii) by so executing this Agreement, such Party is formally bound to the provisions of this Agreement, and (iv) entering into this Agreement does not violate any provision of any other agreement to which said Party is bound. This Agreement shall be binding upon the heirs, executors, administrators, successors and assigns of the Parties.

9.8 Federal Funding. If federal funding is being utilized to fund any part of the Project, as indicated on the Cover Page of this Agreement, the terms of Exhibit Fare hereby incorporated herein by this reference. If no federal funding is being utilized, Exhibit F may be omitted.
[SIGNATURES ON FOLLOWING PAGE]
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IN WITNESS WHEREOF, the Parties hereto have executed this Agreement on the date and year first-above written.

CITY:

CITY OF MURRIETA, a California municipal
corporation
ATTEST:

Kim Summers, City Manager
Effective Date:

Cristal McDonald, City Clerk
Date:

APPROVED AS TO FORM:

ALESHIRE & WYNDER, LLP
Tiffany Israel, City Attorney
Date:

CONSULTANT:

Two corporate officer signatures required when Consultant is a corporation, with one signature required from each of the following groups: 1) Chairperson of the Board,
President or any Vice President; and 2) Secretary, any
Assistant Secretary, Chief Financial Officer or any
Assistant Treasurer. (Cal. Corp. Code§ 313.) Appropriate attestations shall be included as may be required by the bylaws, articles of incorporation or other rules or
regulations applicable to Consultant's business City.

By: -
Name: Matthew Feldhaus
Title: President
Date:

By: _
Name:Click or tap here to enter text.

Title:Click or tap here to enter text.

Date:
01375.0001/964368. I -15-
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EXHIBIT "A"

SCOPE OF SERVICES
I. Consultant will perform the following types of Services associated with vertical construction and project management services on an on-call basis:

Scope of Work
Design and Consulting Services
Facility Master planning-including initial planning, needs assessment, space requirements, budgets, and phasing plans.

City facility program management
Provide, analyze, and evaluate various construction delivery methods for City considerations Assist with development of project budgets
Bidding/ Design-Build Request For Qualifications and Proposals assistance Develop project schedules
Identify and analyze possible project financing options Construction project cost estimates (hard and soft costs) Value engineering
Review of building systems
Formal constructability review and consultation
Consideration of life cycle costs
Stimulate bid / proposal interest
Pre-qualify / Qualify bids/ proposals including evaluation of bonds, insurance coverage and financial capability
Clarify scope of each trade
Assistance with possible pre-purchase of long lead materials Assist in the conduct of pre-bid/ pre-proposal and pre-construction meetings Construction Management
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As-needed pre-construction services
Project Management - including scheduling, project budgeting, and providing reporting via project management information systems.

Work with Owner, Architect, and General Contractor to clearly define roles and responsibilities during construction and develop a construction management plan.

Coordinate the work of the General Contractor without interfering in the progress of the project and make them a part of the project team.

Manage and conduct meetings with Owner, Architect, and General Contractor and produce minutes from each meeting. Assure that the project is on schedule and if not, develop recovery plans with General Contractor.

Establish notification procedures for any shutdowns of utilities for the progress of the work.

Coordinate the testing and inspection of the project and review test reports and make recommendations as necessary.

Assist the City with preparing any RFPs/request for quotes/bids for other types of vendor needs that may be required. Examples included but are not limited to, specialty design subconsultants, and fixtures, furnishings and equipment needs.

Coordinate the activities of the multiple contracts between projects to assure that they are not interfering with each other.

Produce monthly cost reports to monitor the current and project final costs of the project. Prepare cash flow projections as needed.

Provide administrative assistance to manage the filing systems, meeting minutes and the office.

Develop and maintain correspondence logs.

Review and make recommendations on change order requests from the General Contractor. Determine if the requests are legitimate, and/or negotiate as appropriate.

Review any Owner or design team document changes and prepare cost estimates for each.

Maintain a change order log reflecting the status of each change order and the total cost of changes.

Develop and maintain submittal and shop drawing logs. Review both as they are received before transmittal to the design teams to assure that they are complete and accurate.

Develop and maintain a Request for Information (RFI) logs. Coordinate and track responses with the design teams.

Produce weekly management report summary defining the progress of the work including change orders, RFI's, submittals, schedule and potential claims. Produce a more detailed monthly report of the same items.
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Review the monthly payment requests for completeness and accuracy including proper payroll documentation and lien releases and make recommendation for payment to Owner.

Monitor the construction schedule provided by the General Contractor.

Provide progress photos and video taping of the project on a regular basis.

Review any potential claims. If any are received, review them, and make recommendations.

Field inspection to evaluate work in progress to confirm that it conforms to the contract documents.

City seeks generalist inspection skills related to building systems such as mechanical, electrical, plumbing and telecommunications. City may also want the Construction Manager to satisfy the inspection requirements for essential service facility rating of the buildings.

Schedule City and special inspections.

Work with all local and government agencies to keep them informed of the progress of the project.

Meet with them as required.

Monitor the General Contractors' safety program.

Labor compliance reporting/documentation review.

Prepare, in conjunction with the design team and Owner, all punch-lists. Monitor the completion of the punch-lists by the General Contractor.

Coordinate and receive all close-out items including as-built drawings, operation and maintenance manuals, and warranties as required.

Assist with resolving all contract issues, warranties, bonds, etc. at closeout of project.

Maintain any and all records to ensure labor compliance.

Prepare a final close out report with recommendation as to final payment to contractor, notice of completion, and file system for retrieval of closeout documentation.

Assist with commissioning the building and owner training.

I. Consultant must perform all on-call Services in compliance with the following requirements:

A. Each task shall be indicated by a written request ("Task Order") produced by the Department Contact with a description of the work to be performed, and the time desired for completion. All tasks shall be carried out in conformity with all provisions of this Agreement.
01375.0001/964368.l 145610
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B. Consultant must prepare a written description of the requested tasks including all components and subtasks; the costs to perform the task ("Task Budget"), using the itemized fees in Exhibit C, Schedule of Compensation, whenever a requested task is provided for in Exhibit C; explain how the cost was determined; and, a schedule for completion of the task ("Task Completion Date"); which shall all collectively be referred to as the "Task Proposal".

C. Department Contact shall in writing approve, modify or reject the Task Proposal, and may issue a Task Order.

D. The task shall be performed at a cost not to exceeding the Task Budget.

E. Consultant shall complete the task and deliver all deliverables to Department Contact by the Task Completion Date.

II. In addition to any other requirements of this Agreement, during performance of the Services, Consultant will keep the City appraised of the status of performance by delivering the following status reports:

Bi-weekly status reports
III.All work product is subject to review and acceptance by the City, and must be revised by the Consultant without additional charge to the City until found satisfactory and accepted by City.

IV. Consultant will utilize the following personnel to accomplish the Services:

TBD
01375.0001/964368.1 145610
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EXHIBIT "B"

SPECIAL REQUIREMENTS
(Superseding Contract Boilerplate)
NIA
718
EXHIBIT "C"

SCHEDULE OF COMPENSATION
I. Consultant shall establish a Task Budget for each Task identifying the subtasks, based on the time and rates of the personnel performing the subtasks, and itemizing all materials and equipment utilized and the costs thereof. If payment is to be made other than at completion of the services, then the phases of the performance and percentage of payment due shall also be shown in the Task Proposal.

II. City will compensate Consultant for the Services performed upon submission of a valid invoice. Each invoice is to include
A. Line items for all personnel describing the work performed, the number of hours worked, and the hourly rate.

B. Line items for all materials and equipment properly charged to the Services.

C. Line items for all other approved reimbursable expenses claimed, with supporting documentation.

D. Line items for all approved subcontractor labor, supplies, equipment, materials, and travel properly charged to the Services.

III. The total compensation for all Services during the entire term of this Agreement shall not exceed the Contract Sum as provided in the Cover Page of this Agreement.

IV. Consultant's billing rates for any hourly Services are attached as Exhibit C-1.

In connection with the services provided pursuant to the terms of this Agreement, City will pay Consultant upon City's receipt of a written invoice provided by Consultant no more than monthly. City will pay Consultant for work completed, billed in increments of six minutes (0.1 hours), not to exceed the Contract Sum. The City will reimburse the Consultant for reasonable out-of-pocket expenses related to performing services on behalf of the Client that are approved in advance in writing by the City such as mileage, copies, binding costs, postage, parking, travel, and lodging expenses as part of the not to exceed Contract Sum. To receive reimbursements, the Consultant must provide the City with a receipt and a description of the expense incurred along with the invoice.

No mark up on expenses may be added.
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EXHIBIT C-1
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- CONSTRUCTION

MANAGEMENT

RWBID CONSTRUCTION MANAGEMENT
139 Hermosa Avenue
Hermosa Beach, CA 90254
T 626.888.9411
www.rwbid.com
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07 POSITION
Principal Project Manager
Project Manager Ill
Project Manager II
Project Manager I
Construction Manager Ill
Construction Manager II
Construction Manager I
-- -

RWBID PROPOSED RATE
$230
$205
$180
$170
$205
--- -· ---
$190
$165

RWBID FINAL RATE
$220
$195
. - - --
$170
- -- -
$160
$195
$180
$160
' Assistant Project Manager $150 $145
Project Engineer II $145 $140
, Project Engineer I $135 $130
Scheduler II $170 $160
, Scheduler I $150 $145
Estimator II $185 $175
Estimator I $175 $170
, Cost Control II $175 $170
Cost Control I $160 $155
Document Control II $105 $100
Document Control I $95 $90
, Secretary $85 $80
Clerk $75 $75

RWBID CONSTRUCTION MANAGEMENT
139 Hermosa Avenue Hermosa Beach, CA 90254 T 626.888.9411 www.rwbid.com
RWBID
722
EXHIBIT "D"

SCHEDULE OF PERFORMANCE
I. Consultant shall perform Services on an on-call basis as set forth in Exhibit A.

II. Consultant shall deliver the following tangible work products to the City by the following dates.

TBD based on Project Specific Quote
Ill. The Department Contact may approve extensions for performance of the Services under any specific Task Order in accordance with Section 3.2. 01375.0001/964368.l
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EXHIBIT E

INSURANCE REQUIREMENTS
Consultant shall procure and maintain for the duration of the contract insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder by the Consultant, its agents, representatives, or employees.

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

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

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

3. Workers' Compensation insurance as required by the State of California, with Statutory Limits, and Employer's Liability Insurance with limit of no less than $1,000,000 per accident for bodily injury or disease. (Not required if consultant provides written verification it has no employees)

4. Professional Liability (Errors and Omissions) Insurance appropriates to the Consultant's profession, with limit no less than $2,000,000 per occurrence or claim, $2,000,000 aggregate.

5. Cyber: Vendor/Consultant shall procure and maintain for the duration of the contract insurance against claims for security breaches, system failures, injuries to persons, damages to software, or damages to property (including computer equipment) which may arise from or in connection with the performance of the work hereunder by the Vendor, its agents, representatives, or employees. Vendor shall procure and maintain for the duration of the contract insurance claims arising out of their services and including, but not limited to loss, damage, theft or other misuse of data, infringement of intellectual property, invasion of privacy and breach of data.

Cyber Liability Insurance, with limits not less than $2,000,000 per occurrence or claim, $2,000,000 aggregate. Coverage shall be sufficiently broad to respond to the duties and obligations as is undertaken by Vendor in this agreement and shall include, but not be 0l 375.0001/964368.l
724
limited to, claims involving security breach, system failure, data recovery, business interruption, cyber extortion, social engineering, infringement of intellectual property, including but not limited to infringement of copyright, trademark, trade dress, invasion of privacy violations, information theft, damage to or destruction of electronic information, release of private information, and alteration of electronic information. The policy shall provide coverage for breach response costs, regulatory fines and penalties as well as credit monitoring expenses.

6. Technology Professional Liability Errors & Omissions (Only if vendor is providing a technology service (data storage, website designers, etc.,) or product (software providers)
Technology Professional Liability Errors and Omissions Insurance appropriate to the Consultant's profession and work hereunder, with limits not less than $2,000,000 per occurrence. Coverage shall be sufficiently broad to respond to the duties and obligations as is undertaken by the Vendor in this agreement and shall include, but not be limited to, claims involving security breach, system failure, data recovery, business interruption, cyber extortion, social engineering, infringement of intellectual property, including but not limited to infringement of copyright, trademark, trade dress, invasion of privacy violations, information theft, damage to or destruction of electronic information, release of private information, and alteration of electronic information. The policy shall provide coverage for breach response costs, regulatory fines and penalties as well as credit monitoring expenses. a. The Policy shall include, or be endorsed to include, property damage liability coverage for damage to, alteration of, loss of, or destruction of electronic data and/or information "property" of the Agency in the care, custody, or control of the Vendor.

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

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

Additional Insured Status
The City, its officers, officials, employees, and volunteers are to be covered as additional insureds on the CGL policy with respect to liability arising out of work or operations performed by or on behalf of the Consultant including materials, parts, or equipment furnished in connection with such work or operations. General liability coverage can be provided in the form of an endorsement to the Consultant's insurance (at least as broad as ISO Form CG 20 10 11 85 or if not available, through the addition of both CG 20 10, CG 20 26, CG 20 33, or CG 20 38; and CG 20 37 if a later edition is used).

Primary Coverage
For any claims related to this contract, the Consultant's insurance coverage shall be primary and non-contributory and at least as broad as ISO CG 20 01 04 13 as respects the City, its officers, officials, employees, and volunteers. Any insurance or self-insurance maintained by the City, its officers, officials, employees, or volunteers shall be excess of the Consultant's insurance 0\375.0001/964368.l
725
and shall not contribute with it. This requirement shall also apply to any Excess or Umbrella liability policies.

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

Notice of Cancellation
Each insurance policy required above shall provide that coverage shall not be canceied, except with notice to the City.

Waiver of Subrogation
Consultant hereby grants to City a waiver of any right to subrogation which any insurer of said Consultant may acquire against the City by virtue of the payment of any loss under such insurance.

Consultant agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not the City has received a waiver of subrogation endorsement from the insurer.

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

Acceptability of Insurers
Insurance is to be placed with insurers authorized to conduct business in the state with a current A.M. Best's rating of no less than A:VII, unless otherwise acceptable to the City. 01375.0001/964368.I
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Claims Made Policies (note - should be applicable only to professional liability, see below) If any of the required policies provide claims-made coverage:

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

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

3. If coverage is canceled or non-renewed, and not replaced with another claims-made policy form with a Retroactive Date prior to the contract effective date, the Consultant must purchase "extended reporting" coverage for a minimum of five (5) years after completion of work.

Verification of Coverage
Consultant shall furnish the City with original certificates and amendatory endorsements or copies of the applicable policy language effecting coverage required by this clause and a copy of the Declarations and Endorsements Pages of the CGL and any Excess policies listing all policy endorsements. All certificates and endorsements and copies of the Declarations & Endorsements pages are to be received and approved by the City before work commences. However, failure to obtain the required documents prior to the work beginning shall not waive the Consultant's obligation to provide them. The City reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time.

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

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

Duration of Coverage
CGL & Excess liability policies for any construction related work, including, but not limited to, maintenance, service, or repair work, shall continue coverage for a minimum of 5 years for Completed Operations liability coverage. Such Insurance must be maintained, and evidence of insurance must be provided for at least five (5) years after completion of the contract of work.

Special Risks or Circumstances
City reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances. 01375.0001/964368.1
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EXHIBIT F

FEDERAL REQUIREMENTS
(Only applicable if required on cover page of agreement) 01375.0001/964368.1
728

Consultant Name ("Consultant"): Griffin Structures
Consultant Business Type: Corporation
Consultant Address:1 Technology Drive, Bldg. Suite #829, Irvine, CA 92618 Consultant Representative Name and Title ("Consultant Representative"): Jon Hughes, President
Consultant Representative Work
[email protected]
Termination Date:06/01/2027
Phone and Email: 949-497-9000 x208,
Total Not-To-Exceed Contract Amount ("Contract Sum"): Each Project will have a Project Specific Quote in compliance with the fees outlined in Exhibit C-1.

City Department Contact ("Department Contact"): Bryce Wilson Department Contact Work Phone and Email: 951-461-6429, [email protected] Is Federal Funding Being Used to Fund Any Part of The Project (Yes/No):No 729

RECITALS
The City desires to contract with a Consultant to provide professional services on an oncall basis as more further set forth herein.

The City circulated a Request for Proposals for the above-described professional services.

Consultant submitted a proposal to City to provide the above-described professional services.

ARTICLE 1. SERVICES OF CONSULTANT

1.4 Licenses, Permits, Fees and Assessments. Consultant shall obtain at its sole cost and expense such licenses, permits and approvals as may be required by law for the performance of the services required by this Agreement. Consultant shall have the sole obligation to pay for any fees, assessments and taxes, plus applicable penalties and interest, which may be imposed by law and arise from or are necessary for 731
Consultant's performance of the services required by this Agreement, and shall indemnify, defend and hold harmless City against any such fees, assessments, taxes, penalties or interest levied, assessed or imposed against City hereunder.

1.6 Software and Computer Services. If the Scope of Services includes the provision and/or installation of any software, computer system, or other computer technology, Consultant represents ,mci warrants that it is familiar with and/or has inspected City's current infrastructure, equipment, computer system and software and that the software, computer system, or other computer technology provided and/or installed by Consultant under this Agreement is compatible, and shall be fully functional, with such infrastructure, equipment, computer system and software of City. Consuitant acknowiedges that City is relying on this representation by Consultant as a material consideration in entering into this Agreement.

1.7 Prevailing Wages. lf services inciude any "pubiic work" or "maintenance work," as those terms are defined in California Labor Code section 1720 et seq. and California Code of Regulations, Title 8, section 16000 et seq., and if the total compensation is $1,000 or more, Consultant shall pay prevailing wages for such work and comply with the requirements in California Labor Code section 1770 et seq. and 1810 et seq., and all other applicable laws.

ARTICLE 2. COMPENSATION AND METHOD OF PAYMENT

2.2 Invoices. Unless some other method of payment is specified in Exhibit C, Schedule of Compensation, in any month in which Consultant wishes to receive payment, no later than the first business day of such month, Consultant shall submit to City, in 732
a form approved by City's Finance Director, an invoice for services rendered prior to the date of the invoice. By submitting an invoice for payment under this Agreement, Consultant is certifying compliance with all provisions of this Agreement. Except as provided in Sections 7.3, 7.4 and 7.5, City shall pay Consultant for all expenses stated thereon which are approved by City pursuant to this Agreement generally within thirty (30) days, and City will use its best efforts to make payment no later than forty-five (45) days, from the submission of an invoice in an approved form. In the event any charges or expenses are disputed by City, the original invoice shall be returned by City to Consultant for correction and resubmission. Review and payment by City for any invoice provided by Consultant shall not constitute a waiver of any rights or remedies provided herein or any applicable law. Each invoice is to include (unless otherwise specified by City): 1) line items for all personnel describing the work performed, the number of hours worked, and the hourly rate; 2) line items for all materials and equipment properly charged to the Services; 3) line items for all other approved reimbursable expenses claimed, with supporting documentation; and 4) line items for all approved subcontractor labor, supplies, equipment, materials, and travel properly charged to the Services.

ARTICLK 3. PERFORMANCE SCHEDULE

3.0 Time of Essence. Time is of the essence in the performance of this Agreement.

Notwithstanding the foregoing, the Indemnification and Insurance provisions set forth in Article 5 shall survive the termination of this Agreement.

3.3 Force Majeure. The time period(s) specified in the Schedule of Performance for performance of the services rendered pursuant to this Agreement shall be extended because of any delays due to unforeseeable causes beyond the control and without the fault or negligence of Consultant, including, but not restricted to, acts of God or of the public enemy, unusually severe weather, fires, earthquakes, floods, epidemics, quarantine restrictions, riots, strikes, freight embargoes, wars, litigation, ancf/or acts of any governmental agency, including City, if Consultant shall within ten (10) days of the commencement of such delay notify City in writing of the 733
causes of the delay. City shall ascertain the facts and the extent of delay, and extend the time for performing the services for the period of the enforced delay when and if in the judgment of City such delay is justified. City's determination shall be final and conclusive upon the Parties to this Agreement. In no event shall Consultant be entitled to recover damages against City for any delay in the performance of this Agreement, however caused, Consultant's sole remedy being extension of this Agreement pursuant to this Section.

ARTICLE 4. COORDINATION OF WORK

4.1 Representative of Consultant. The Consultant Representative is authorized to act on Consultant's behalf with respect to the work or services specified herein and to make all decisions in connection therewith. It is expressly understood that the experience, knowledge, capability and reputatiop of the representative was a substantial inducement for City to enter into this Agreement. Therefore, the representative shall be responsible during the term of this Agreement for directing all activities of Consultant and devoting sufficient time to personally supervise the services hereunder. For purposes of this Agreement, the representative may not be replaced nor may their responsibilities be substantially reduced by Consultant without the express written approval of City.

No City employee benefits shall be available to Consultant, its officers, employees, agents or subcontractors, in connection with the performance of this Agreement. 734
City shall not be liable for compensation or indemnification to Consultant, its officers, employees, agents or subcontractors, for injury or sickness arising out of performing services hereunder. In the event that Consultant or any officer, employee, agent, or subcontractor of Consultant providing services under this Agreement claims or is determined by a federal or state agency, a court of competent jurisdiction, or the California Public Employees' Retirement System, to be classified as other than an independent contractor for City, then Consultant shall indemnify, defend, and hold harmless City for the payment of any and all assessed fines, penalties, judgments, employee and/or employer contributions, and any other damages and costs assessed to City as a consequence of, or in any way attributable to, the assertion that Consultant, or any officer, employee, agent, or subcontractor Consultant used to provide services under this Agreement, is/are employees of City.

ARTICLE 5. INSURANCE AND INDEMNIFICATION

5.2 Indemnification.
(a) General Obligations. Consultant agrees, to the full extent permitted by law, to indemnify, defend and hold harmless City and its elected and appointed officers, employees and agents (each an "lndemnitee" and collectively, "lndemnitees") against, and will hold and save them and each of them harmless from, whether actual or threatened, any and all actions, either judicial, administrative, arbitration or regulatory claims, damages to persons or property, losses, costs, penalties, obligations, errors, omissions or liabilities (herein "Claims or Liabilities") that may be asserted or claimed by any person, firm or City arising out of or in connection with the negligent performance of the work, operations or activities provided herein of Consultant, its officers, employees, agents, subcontractors, or invitees, or any individual or City for which Consultant is legally liable (each an "Indemnitor" and collectively, "lndemnitors"), or arising from Indemnitors' reckless or willful misconduct, or arising from Indemnitors' negligent performance of or failure to perform any term, provision, covenant or condition of this 735
Agreement, and in connection therewith: 1) Consultant will defend any action or actions filed or threatened in connection with any such Claims or Liabilities, or at option oflndemnitee(s) will reimburse and pay for all costs and expenses, including legal costs and attorneys' fees, incurred by Indemnitee(s) in connection therewith; and, 2) Consultant will promptly pay any judgment rendered against Indemnitee(s) for any such Claims or Liabilities, and will save and hold Indemnitee(s) harmless therefrom.
(b) Further Provisions. The indemnity obligation herein shall be binding on successors, assigns and heirs of Consultant and shall survive termination of this Agreement. Consultant shall incorporate similar indemnity agreements as provided herein with its subcontractors, and if Consultant fails to do so Consultant shall be fully responsible to indemnify City hereunder therefor. Failure of City and/or City Parties (collectively "City" for solely this Section 5.2(b)) to monitor compliance with any of the indemnification provisions herein shall not be a waiver hereof. The indemnification provisions herein do not apply to claims or liabilities occurring as a result of City's sole negligence or willful misconduct, but, to the fullest extent permitted by law, shall apply to claims and liabilities resulting in part from City's negligence, except that design professionals' indemnity hereunder shall be limited to claims and liabilities arising out of the negiigence, recklessness or willful misconduct of the design professional. The indemnification provided herein includes Claims or Liabilities arising from any negligent or wrongful act, error or omission, or reckless or willful misconduct of Indemnitors in the performance of professional services hereunder. Payment of invoices by City is not a condition precedent to enforcement of the indemnity obligation herein. In the event of any dispute between Consultant and City, as to whether liability arises from the sole negligence or willful misconduct of City, Consultant will be obligated to pay for City's defense until such time as a final judgment has been entered adjudicating City as solely negligent or responsible for willful misconduct. Consultant will not be entitled in the absence of such a determination to any reimbursement of defense costs including but not limited to attorney's fees, expert fees and costs oflitigation. (c) Pursuant to the full language of California Civil Code §2782, Design Professionals agrees to indemnify, including the cost to defend, City and its officers, officials, employees, and volunteers from and against any and all claims, demands, costs, or liability that arise out of, or pertain to, or relate to the negligence, recklessness, or willful misconduct of Design Professional and its employees or agents in the performance of services under this contract, but this indemnity does not apply to liability for damages arising from the sole negligence, active negligence, or willful acts of the City; and does not apply to any passive negligence of the City unless caused at least in part by the Design Professional. The City agrees that in no event shall the cost to defend charged to the Design Professional exceed that professional' s proportionate percentage of fault. This duty to indemnify shall not be waived or modified by contractual agreement or acts of the parties.

5.3 Professional Liability. When the law establishes a professional standard of care for Consultant's services, to the fullest extent permitted by law, Consultant shall indemnify, defend and hold harmless Indemnitees against, and will hold and save 736
them and each of them harmless from, whether actual or threatened, any and all Claims and Liabilities, consistent with all obligations provided for in this Section

ARTICLE 6. RECORDS, REPORTS AND RELEASE OF INFORMATION

6.1 Records. Consultant shall keep, and require subcontractors to keep, such ledgers, books of accounts, invoices, vouchers, canceled checks, reports, studies or other documents relating to the disbursements charged to City and services performed hereunder ("books and records") as shall be necessary to perform the services required by this Agreement and enable City to evaluate the performance of such services. Any and all such books and re ords shall be maintained in accordance with generally accepted accounting principles, shall be complete and detailed, and shall be readily accessible. City shall have full and free access to such books and records at all times during normal business hours of City, including the right to inspect, copy, audit and make records and transcripts. Such books and records shall be maintained for a period of three (3) years following completion of the services hereunder. City shall have access to such books and records in the event any audit is required. Consultant shall fully cooperate with City in providing access to any and all Consultant records and documents if a public records request is made and disclosure is required by law including but not limited to the California Public Records Act.

6.2 Ownership of Documents. All drawings, specifications, maps, designs, photographs, studies, surveys, data, notes, computer files, reports, records, documents and other materials ("documents and materials") prepared by Consultant, its officers, employees, agents and subcontractors in the performance of this Agreement shall be the property of City and shall be delivered to City upon request of City and/or upon the termination of this Agreement, and Consultant shall have no claim for further employment or additional compensation as a result of the exercise by City of its full rights of ownership, use, reuse, or assignment of the documents and materials hereunder. Consultant may retain copies of such documents and materials for its own use. Consultant shall have the right to use the concepts embodied therein. All subcontractors shall provide for assignment to City of any documents and materials prepared by them, and in the event Consultant fails to secure such assignment, Consultant shall indemnify City for all damages resulting therefrom. Moreover, with respect to any Consultant documents and materials that may qualify as "works made for hire" as defined in 17 U.S.C. § 101, such documents and materials are hereby deemed "works made for hire" for City.

6.3 Confidentiality and Release of Information. All information gained or work product produced by Consultant in its performance of this Agreement shall be considered confidential, unless such information is in the public domain or already known to Consultant. Consultant shall not release or disclose any such information or work product to persons or entities other than City without prior written authorization from City. Consultant, its officers, employees, agents or 737
subcontractors, shall not, without prior written authorization from City or unless requested by the City Attorney, voluntarily provide documents, declarations, letters of support, testimony at depositions, response to interrogatories or other information concerning the work performed under this Agreement. Response to a subpoena or court order shall not be considered "voluntary" provided Consultant immediately gives City notice of such court order or subpoena. If Consultant, or any officer, employee, agent or subcontractor of Consultant, provides any information or work product in violation of this Agreement, then City shall have the right to reimbursement and indemnity from Consultant for any damages, costs and fees, including attorney's fees, caused by or incurred as a result of Consultant's conduct. As concerning, regarding or related to, in any way, this Agreement and the work performed thereunder: a) Consultant shall immediately notify City should Consullanl, ils offict:rs, t:rnployt:t:s, agt:nls or subconlradurs bt: st:rved with any summons, complaint, subpoena, notice of deposition, request for documents, interrogatories, request for admissions or other discovery request, court order or subpoena from any party; b) City retains the right, but has no obligation, to represent Consultant or be present at any deposition, hearing or similar proceeding; and, c) Consultant agrees to cooperate fully with City and to provide City with the opportunity to review any response to discovery requests provided by Consultant, however, this right to review any such response does not imply or mean the right hy City to control, direct, or rewrite said response.

ARTICLE 7. ENFORCEMENT OF AGREEMENT AND TERMINATION

7.2 Suspension, or Termination, Prior to Expiration of Term. This Section shall govern any termination of this Agreement except asspecifically provided in Section

7.4 for termination for cause. City reserves the right to terminate or suspend this Agreement, or any portion hereof, at any time, for any reason, with or without cause, upon ten (10) days' notice to Consultant, except that where termination or suspension is due to the fault of Consultant, the period of notice may be such shorter time as determined by City. Upon receipt of any notice of termination or suspension, Consultant shall immediately cease all services hereunder, unless the notice provides otherwise, or except such as specifically approved by City. Upon submittal of an invoice consistent with Section 2.2, Consultant shall be entitled to compensation for all services rendered prior to the effective date of the notice of termination or suspension and for any services authorized by City thereafter in accordance with the Schedule of Compensation, or such as may be approved by City, except as provided in Section 7.5. In event of termination, or suspension, 738
without cause pursuant to this Section, there is no need to provide opportunity to cure pursuant to Section 7.3.

7.5 Retention of Funds. Consultant hereby authorizes City to deduct from any amount payable to Consultant (whether or not arising out of this Agreement) (i) any amounts the payment of which may be in dispute hereunder or which are necessary to compensate City for any losses, costs, liabilities, or damages suffered by City, and (ii) all amounts for which City may be liable to third parties, by reason of Consultant's acts or omissions in performing or failing to perform Consultant's obligation under this Agreement. In the event that any claim is made by a third party, the amount or validity of which is disputed by Consultant, or any indebtedness shall exist which shall appear to be the basis for a claim of lien, City may withhold from any payment due, without liability for interest because of such withholding, an amount sufficient to cover such claim. The failure of City to exercise such right to deduct or to withhold shall not, however, affect the obligations of Consultant to insure, indemnify, and protect City as elsewhere provided herein.
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7.6 Waiver. Waiver by any Party to this Agreement of any term, condition, or covenant of this Agreement shall not constitute a waiver of any other term, condition, or covenant. Waiver by any Party of any breach of the provisions of this Agreement shall not constitute a waiver of any other provision or a waiver of any subsequent breach or violation of any provision of this Agreement. Acceptance by City of any work or services by Consultant shall not constitute a waiver of any of the provisions of this Agreement. No delay or omission in the exercise of any right or remedy by a non-defaulting Party on any default shall impair such right or remedy or be construed as a waiver. Any waiver by either Party of any default must be in writing and shall not be a waiver of any other default concerning the same or any other provision of this Agreement. Consultant acknowledges und agrees that any actual or alleged failure on the part of City to inform Consultant of non-compliance with any requirement of this Agreement imposes no additional obligations on City nor does it waive any rights hereunder. Payment to Consultant for work performed pursuant to this Agreement shall not be deemed to waive any defects in work performed by Consultant.

7.7 Rights and Remedies are Cumulative. Except with respect to rights and remedies expressly declared to be exclusive in this Agreement, the rights and remedies of the Parties are cumulative and the exercise by either Party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other Party.

7.9 Attorneys' Fees. If either Party to this Agreement is required to initiate or defend or made a party to any action or proceeding in any way connected with this Agreement, the prevailing party in such action or proceeding, in addition to any other relief which may be granted, whether legal or equitable, shall be entitled to reasonable attorneys' fees. Attorneys' fees shall include attorneys' fees on any appeal, and a Party entitled to attorneys' fees shall be entitled to all other reasonable costs for investigating such action, consultants' fees, taking depositions and discovery and all other necessary costs the court allows which are incurred in such 740
litigation. Such fees and costs shall be enforceable whether or not such action is prosecuted to judgment.

ARTICLE 8. INDIVIDUAL LIABILITY, CONFLICTS AND NON-DISCRIMINATION

ARTICLE 9. MISCELLANEOUS PROVISIONS

9.1 Notices. Any notice or other communication either Party desires or is required to give to the other Party or any other person in regards to this Agreement must be in writing and may be given either by (i) personal service, (ii) delivery by a reputable document delivery service, such as but not limited to, Federal Express, which provides a receipt showing date and time of delivery, or (iii) mailing in the United States Mail, certified mail, postage prepaid, return receipt requested, in the case of 741
City addressed to City Clerk at City of Murrieta, 1 Town Square, Murrieta California 92562, and in the case of Consultant, to the person(s) at the address designated on the cover page of this Agreement. Either Party may change its address by notifying the other Party of the change of address in writing. Notice shall be deemed communicated at the time personally delivered or in seventy-two (72) hours from the time of mailing if mailed as provided in this Section.

9.3 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, and such counterparts shall constitute one and the same instrument.

9.4 Integration; Amendment. This Agreement including the attachments hereto is the entire, compiete and exciusive expression of the understanding of the Parties as to the Agreement. It is understood that there are no oral agreements between the Parties hereto affecting this Agreement, and this ,A._greement supersedes and cancels any and all prior and contemporaneous negotiations, arrangements, agreements and understandings, if any, between the Parties, concerning this Agreement, and none shall be used to interpret this Agreement. No amendment to or modification of this Agreement shall be valid unless made in writing and approved by Consultant and by City.

9.7 Corporate Authority. The persons executing this Agreement on behalf of the Parties hereto warrant that (i) such Party is duly organized and existing, (ii) they are duly authorized to execute and deliver this Agreement on behalf of said Party, 742
(iii) by so executing this Agreement, such Party is formally bound to the provisions of this Agreement, and (iv) entering into this Agreement does not violate any provision of any other agreement to which said Party is bound. This Agreement shall be binding upon the heirs, executors, administrators, successors and assigns of the Parties.

9.8 Federal Funding. If federal funding is being utilized to fund any part of the Project, as indicated on the Cover Page of this Agreement, the terms of Exhibit Fare hereby incorporated herein by this reference. If no federal funding is being utilized, Exhibit F may be omitted.
[SIGNATURES ON FOLLOWING PAGE]
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IN WITNESS WHEREOF, the Parties hereto have executed this Agreement on the date and year first-above written.

CITY:

CITY OF MURRIETA, a California municipal
corporation
ATTEST:

Kim Summers, City Manager
Effective Date:

Cristal McDonald, City Clerk
Date:

APPROVED AS TO FORM:

ALESHIRE & \VYNDER, LLP
Tiffany Israel, City Attorney
Date:

CONSULTANT:

Two corporate officer signatures required when Consultant is a corporation, with one signature required from each of the following groups: 1) Chairperson of the Board,
President or any Vice President; and 2) Secretary, any
Assistant Secretary, Chief Financial Officer or any
Assistant Treasurer. (Cal. Corp. Code § 313.) Appropriate attestations shall be included as may be required by the bylaws, articles of incorporation or other rules or
regulations applicable to Consultant's business City.

By: _
Name: Click or tap here to enter text.

Title: Click or tap here to enter text.

Date:

By: _
Name:Click or tap here to enter text.

Title:Click or tap here to enter text.

Date:
01375.0001/964368.1 -15-
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EXHIBIT "A"

SCOPE OF SERVICES
I. Consultant will perform the following types of Services associated with vertical construction and project management services on an on-call basis:

Scope of Work
Design and Consulting Services
Facility Master planning-including initial planning, needs assessment, space requirements, budgets, and phasing plans.

City facility program management
Provide, analyze, and evaluate various construction delivery methods for City consideration Assist with development of project budgets
Bidding I Design-Build Request For Qualifications and Proposals assistance Develop project schedules
Identify and analyze possible project financing options Construction project cost estimates (hard and soft costs) Value engineering
Review of building systems
Formal constructability review and consultation and value engineering Consideration of life cycle costs
Stimulate bid / proposal interest
Pre-qualify / Qualify bids/ proposals including evaluation of bonds, insurance coverage and financial capability
Clarify scope of each trade
Assistance with possible pre-purchase of long lead time materials 01375.0001/964368.l
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Assist in the conduct of pre-bid / pre-proposal and pre-construction meetings Construction Management
As-needed pre-construction services
Project Management- including scheduling, project budgeting, and providing reporting via project management information systems.

Work with Owner, Architect, and General Contractor to clearly define roles and responsibilities during construction and develop a construction management plan.

Coordinate the work of the General Contractor without interfering in the progress of the project and make them a part of the project team.

Establish notification procedures for any shutdowns of utilities for the progress of the work.

Coordinate the testing and inspection of the project and review test reports and make recommendations as necessary.

Coordinate the activities of the multiple contracts between projects to assure that they are not interfering with each other.

Produce monthly cost reports to monitor the current and project final costs of the project. Prepare cash flow projections as needed.

Provide administrative assistance to manage the filing systems, meeting minutes and the office.

Develop and maintain correspondence logs.

Review and make recommendations on change order requests from the General Contractor.

Determine if the requests are legitimate, and/or negotiate as appropriate.

Review any Owner or design team document changes and prepare cost estimates for each.

Maintain a change order log reflecting the status of each change order and the total cost of changes. 01375.0001/964368.l 145610
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Develop and maintain submittal and shop drawing logs. Review both as they are received before transmittal to the design teams to assure that they are complete and accurate.

Develop and maintain a Request for Information (RFI) logs. Coordinate and track responses with the design teams.

Review the monthly payment requests for completeness and accuracy including proper payroll documentation and lien releases and make recommendation for payment to Owner.

Monitor the construction schedule provided by the General Contractor.

Provide progress photos and video taping of the project on a regular basis.

Review any potential claims. If any are received, review them, and make recommendations.

Field inspection to evaluate work in progress to confirm that it conforms to the contract documents.

Schedule City and special inspections.

Work with all local and government agencies to keep them informed of the progress of the project.

Meet with them as required.

Monitor the General Contractors' safety program.

Labor compliance reporting/documentation review.

Prepare, in conjunction with the design team and Owner, all punch-lists. Monitor the completion of the punch-lists by the General Contractor.

Coordinate and receive all close-out items including as-built drawings, operation and maintenance manuals, and warranties as required.

Assist with resolving all contract issues, warranties, bonds, etc. at closeout of project.

Maintain any and all records to ensure labor compliance.

Prepare a final close out report with recommendation as to final payment to contractor, notice of 01375.0001/964368.l 145610
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completion, and file system for retrieval of closeout documentation.

Assist with commissioning the building and owner training.

II. Consultant must perform all on-call Services in compliance with the following requirements:

B. Consultant must prepare a written description of the requested tasks including all components and subtasks; the costs to perform the task ("Task Budget"), using the itemized fees in Exhibit C, Schedule of Compensation; whenever a requested task is provided for in Exhibit C; explain how the cost was determined; and, a schedule for completion of the task ("Task Completion Date"); which shall all collectively be referred to as the "Task Proposal".

C. Department Contact shall in writing approve, modify or reject the Task Proposal, and may issue a Task Order.

D. The task shall be performed at a cost not to exceeding the Task Budget.

E. Consultant shall complete the task and deliver all deliverables to Department Contact by the Task Completion Date.

III. In addition to any other requirements of this Agreement, during performance of the Services, Consultant will keep the City appraised of the status of performance by delivering the following status reports:

Biweekly status reports
IV. All work product is subject to review and acceptance by the City, and must be revised by the Consultant without additional charge to the City until found satisfactory and accepted by City.

V. Consultant will utilize the following personnel to accomplish the Services:

TBD
01375.0001/964368.1 145610
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EXHIBIT "B"

SPECIAL REQUIREMENTS
(Superseding Contract Boilerplate)
NIA
01375.0001/964368.l 145610
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EXHIBIT "C"

II. •City will compensate Consultant for the Services performed upon submission of a valid invoice. Each invoice is to include
A. Line items for all personnel describing the work performed, the number of hours worked, and the hourly rate.

B. Line items for all materials and equipment properly charged to the Services.

C. Line items for all other approved reimbursable expenses claimed, with supporting documentation.

D. Line items for all approved subcontractor labor, supplies, equipment, materials, and travel properly charged to the Services.

III. The total compensation for all Services during the entire term of this Agreement shall not exceed the Contract Sum as provided in the Cover Page of this Agreement.

IV. Consultant's billing rates for any hourly Services are attached as Exhibit C-1.

No mark up on expenses may be added.
01375.0001/964368.1 1456 IO
750
EXHIBIT C-1
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6 FEE PROPOSAL
Pricing Information Structure
11 The hourly rate(s) to be paid to the selected firm for general consultation will be for staff hours and expenses accrued in producing the required services, up to a maximum annual compensation to be determined by the City. Identify any annual incremental increases for the hourly rate(s), in percentage form, if applicable. The City will not reimburse the selected firm for mileage nor the use of computer equipment."

PROGRAM & CONSTRUCTION MANAGEMENT
TITLE 2024 2025 2026 2027 2028 BLENDED
CEO $290 $305 $320 $320 $345 $316
CFO $275 $290 $305 $305 $330 $301
President $265 $280 $295 $295 $320 $291
Project Executive $250 $265 $280 $280 $305 $276
Predevelopment Manager $250 $265 $280 $280 $305 $276
Sr. Program & Construction Manager $240 $250 $265 $265 $290 $262 Program & Construction Manager $235 $245 $260 $260 $285 $257 Inspector $220 $230 $240 $240 $260 $238
Sr. Program Analyst $220 $230 $240 $240 $260 $238
Estimator $220 $230 $240 $240 $260 $238
Program Analyst $215 $225 $235 $235 $255 $233
Accounting $210 $220 $230 $230 $250 $228
-GRIFFIN

STRUCTURES
Griffin Structures
752
EXHIBIT "D"

SCHEDULE OF PERFORMANCE
I. Consultant shall perform Services on an on-call basis as set forth in Exhibit A.

II. Consultant shall deliver the following tangible work products to the City by the following dates.

EXHIBITE

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

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

4. Professional Liability (Errors and Omissions) Insurance appropriates to the Consultant's profession, with limit no less than $2,000,000 per occurrence or claim, $2,000,000 aggregate.

Cyber Liability Insurance, with limits not less than $2,000,000 per occurrence or claim, $2,000,000 aggregate. Coverage shall be sufficiently broad to respond to the duties and obligations as is undertaken by Vendor in this agreement and shall include, but not be 01375.0001/964368.I
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limited to, claims involving security breach, system failure, data recovery, business interruption, cyber extortion, social engineering, infringement of intellectual property, including but not limited to infringement of copyright, trademark, trade dress, invasion of privacy violations, information theft, damage to or destruction of electronic information, release of private information, and alteration of electronic information. The policy shall provide coverage for breach response costs, regulatory fines and penalties as well as credit monitoring expenses.

6.Technology Professional Liability Errors & Omissions
(Only if vendor is providing a technology service (data storage, website designers, etc.,) or product (software providers)
Technology Professional Liability Errors and Omissions Insurance appropriate to the Consultant's profession and work hereunder, with limits not less than $2,000,000 per occurrence. Coverage shall be sufficiently broad to respond to the duties and obligations as is undertaken by the Vendor in this agreement and shall include, but not be limited to, claims involving security breach, system failure, data recovery, business interruption, cyber extortion, social engineering, infringement of intellectual property, including but not limited to infringement of copyright, trademark, trade dress, invasion of privacy violations, information theft, damage to or destruction of electronic information, release of private information, and alteration of electronic information. The policy shall provide coverage for breach response costs, regulatory fines and penalties as well as credit monitoring expenses. a. The Policy shall include, or be endorsed to include, property damage liability coverage for damage to, alteration of, loss of, or destruction of electronic data and/or information "property" of the Agency in the care, custody, or control of the Vendor.

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

Primary Coverage
For any claims related to this contract, the Consultant's insurance coverage shall be primary and non-contributory and at least as broad as ISO CG 20 01 04 13 as respects the City, its officers, officials, employees, and volunteers. Any insurance or self-insurance maintained by the City, its officers, officials, employees, or volunteers shall be excess of the Consultant's insurance 0 l375.000l/964368. l
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and shall not contribute with it. This requirement shall also apply to any Excess or Umbrella liability policies.

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

Notice of Cancellation
Each insurance policy required above shaU provide that coverage shali not be canceled, except with notice to the City.

Acceptability of Insurers
Insurance is to be placed with insurers authorized to conduct business in the state with a current A.M. Best's rating of no less than A:VII, unless otherwise acceptable to the City. 01375.0001/964368.l
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Claims Made Po.licies (note - should be applicable onJy to professional liability, see below) If any of the required policies provide claims-made coverage:

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

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

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

EXHIBIT F

FEDERAL REQUIREMENTS
(Only applicable if required on cover page of agreement) 01375.0001/964368.I
758

Consultant Name ("Consultant"): Transtech Engineers
Consultant Business Type: Corporation
Consultant Address:13367 Benson Ave, Chino, CA, 91710
Consultant Representative Name and Title ("Consultant Representative"): Okan Demirci, Principal Project Manager
Consultant Representative Work Phone and Email: 855-595-2495, [email protected] Termination Date:06/01/2027
Total Not-To-Exceed Contract Amount ("Contract Sum"): Each Project will have a Project Specific Quote in compliance with the fees outlined in Exhibit C-1.

City Department Contact ("Department Contact"): Bryce Wilson Department Contact Work Phone and Email: 951-461-6429, [email protected] Is Federal Funding Being Used to Fund Any Part of The Project (Yes/No): No 759

RECITALS
The City desires to contract with a Consultant to provide professional services on an oncall basis as more further set forth herein.

The City circulated a Request for Proposalsfor the above-described professional services.

Consultant submitted a proposal to City to provide the above-described professional services.

City Staff has reviewed all the proposals and after considering the demonstrated competence of Consultant, the professional qualifications of Consultant, and the fairness and reasonableness of Consultant's proposed cost, staff has determined that an agreement to provide, the required services should be awarded to Consultant.
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ARTICLE 1. SERVICES OF CONSULTANT

1.3 Compliance with Law. All services rendered hereunder shall be provided in accordance with all ordinances, resolutions, statutes, rules and regulations of City and any federal, State or local governmental agency having jurisdiction in effect at the time services are rendered. City, and its officers, employees and agents, shall not be liable at law orin equity for failure of Consultant to comply with this Section.

1.4 Licenses, Permits, Fees and Assessments. Consultant shall obtain at its sole cost and expense such licenses, permits and approvals as may be required by law for the performance of the services required by this Agreement. Consultant shall have the sole obligation to pay for any fees, assessments and taxes, plus applicable penalties and interest, which may be imposed by law and arise from or are necessary for 761
Consultant's performance of the services required by this Agreement, and shall indemnify, defend and hold harmless City against any such fees, assessments, taxes, penalties or interest levied, assessed or imposed against City hereunder.

ARTICLE 2. COMPENSATION AND METHOD OF PAYMENT

2.2 Invoices. Unless some other method of payment is specified in Exhibit C, Schedule of Compensation, in any month in which Consultant wishes to receive payment, no later than the first business day of such month, Consultant shall submit to City, in 762
a form approved by City's Finance Director, an invoice for services rendered prior to the date of the invoice. By submitting an invoice for payment under this Agreement, Consultant is certifying compliance with all provisions of this Agreement. Except as provided in Sections 7.3, 7.4 and 7.5, City shall pay Consultant for all expenses stated thereon which are approved by City pursuant to this Agreement generally within thirty (30) days, and City will use its best efforts to make payment no later than forty-five (45) days, from the submission of an invoice in an approved form. In the event any charges or expenses are disputed by City, the original invoice shall be returned by City to Consultant for correction and resubmission. Review and payment by City for any invoice provided by Consultant shall not constitute a waiver of any rights or remedies provided herein or any applicable law. Each invoice is to include (unless otherwise specified by City): 1) line items for all personnel describing the work performed, the number of hours worked, and the hourly rate; 2) line items for all materials and equipment properly charged to the Services; 3) line items for all other approved reimbursable expenses claimed, with supporting documentation; and 4) line items for all approved subcontractor labor, supplies, equipment, materials, and travel properly charged to the Services.

ARTICLE 3. PERFORMANCE SCHEDULE

3.0 Time of Essence. Time is of the essence in the performance of this Agreement.

3.1 Term. The Agreement shall commence and become effective on the date executed by the City and will continue until the Termination Date, June 30, 2027.

This Agreement may be extended for up to two, additional one-year periods upon the mutual agreement in writing of both parties.

Notwithstanding the foregoing, the Indemnification and Insurance provisions set forth in Article 5 shall survive the termination of this Agreement.

3.3 Force Majeure. The time period(s) specified in the Schedule of Performance for performance of the services rendered pursuant to this Agreement shall be extended because of any delays due to unforeseeable causes beyond the control and without the fault or negligence of Consultant, including, but not restricted to, acts of God or of the public enemy, unusually severe weather, fires, earthquakes, floods, epidemics, quarantine restrictions, riots, strikes, freight embargoes, wars, litigation, and/or acts of any governmental agency, including City, if Consultant shall within ten (10) days of the commencement of such delay notify City in writing of the 763
causes of the delay. City shall ascertain the facts and the extent of delay, and extend the time for performing the services for the period of the enforced delay when and if in the judgment of City such delay is justified. City's determination shall be final and conclusive upon the Parties to this Agreement. In no event shall Consultant be entitled to recover damages against City for any delay in the performance of this Agreement, however caused, Consultant's sole remedy being extension of this Agreement pursuant to this Section.

ARTICLE 4. COORDINATION OF WORK

No City employee benefits shall be available to Consultant, its officers, employees, agents or subcontractors, in connection with the performance of this Agreement. 764
City shall not be liable for compensation or indemnification to Consultant, its officers, employees, agents or subcontractors, for injury or sickness arising out of performing services hereunder. In the event that Consultant or any officer, employee, agent, or subcontractor of Consultant providing services under this Agreement claims or is determined by a federal or state agency, a court of competent jurisdiction, or the California Public Employees' Retirement System, to be classified as other than an independent contractor for City, then Consultant shall indemnify, defend, and hold harmless City for the payment of any and all assessed fines, penalties, judgments, employee and/or employer contributions, and any other damages and costs assessed to City as a consequence of, or in any way attributable to, the assertion that Consultant, or any officer, employee, agent, or subcontractor Consultant used to provide services under this Agreement, is/are employees of City.

ARTICLE 5. INSURANCE AND INDEMNIFICATION

5.2 Indemnification.
(a) General Obligations. Consultant agrees, to the full extent permitted by law, to indemnify, defend and hold harmless City and its elected and appointed officers, employees and agents (each an "Indemnitee" and collectively, "lndemnitees") against, and will hold and save them and each of them harmless from, whether actual or threatened, any and all actions, either judicial, administrative, arbitration or regulatory claims, damages to persons or property, losses, costs, penalties, obligations, errors, omissions or liabilities (herein "Claims or Liabilities") that may be asserted or claimed by any person, firm or City arising out of or in connection with the negligent performance of the work, operations or activities provided herein of Consultant, its officers, employees, agents, subcontractors, or invitees, or any individual or City for which Consultant is legally liable (each an "lndemnitor" and collectively, "lndemnitors"), or arising from Indemnitors' reckless or willful misconduct, or arising from Indemnitors' negligent performance of or failure to perform any term, provision, covenant or condition of this 765
Agreement, and in connection therewith: 1) Consultant will defend any action or actions filed or threatened in connection with any such Claims or Liabilities, or at option oflndemnitee(s) will reimburse and pay for all costs and expenses, including legal costs and attorneys' fees, incurred by Indemnitee(s) in connection therewith; and, 2) Consultant will promptly pay any judgment rendered against Indemnitee(s) for any such Claims or Liabilities, and will save and hold Indemnitee(s) harmless therefrom.
(b) Further Provisions. The indemnity obligation herein shall be binding on successors, assigns and heirs of Consultant and shall survive termination of this Agreement. Consultant shall incorporate similar indemnity agreements as provided herein with its subcontractors, and if Consultant fails to do so Consultant shall be fully responsible to indemnify City hereunder therefor. Failure of City and/or City Parties (collectively "City" for solely this Section 5.2(b)) to monitor compliance with any of the indemnification provisions herein shall not be a waiver hereof. The indemnification provisions herein do not apply to claims or liabilities occurring as a result of City's sole negligence or willful misconduct, but, to the fullest extent permitted by law, shall apply to claims and liabilities resulting in part from City's negligence, except that design professionals' indemnity hereunder shall be limited to claims and liabilities arising out of the negligence, recklessness or willful ,,.,..;,,,..,._,,.,.'l,,,..t .n+' th,,. ,'l,,c,;(tt"'I nrnf,c,cc,nn,;il Th,, intl,c,n,nifi,. tirm nr"viriPri hPrPin .1.1.ll..:J'-"V.1.J."-L\A.'-"l. VJ. ".1.1.'V "-1.Vul.J.E,J.1. y.1.'-J..L-UU..l.'-.1.I._. _. ..1..1..1....., .L.1..L'--1,- ............ _. ._ .., .. '-".._.._ .t".._...,.• .._ ....-·.-.-·...... includes Claims or Liabilities arising from any negligent or wrongful act, error or omission, or reckless or willful misconduct of Indemnitors in the performance of professional services hereunder. Payment of invoices by City is not a condition precedent to enforcement of the indemnity obligation herein. In the event of any dispute between Consultant and City, as to whether liability arises from the sole negligence or willful misconduct of City, Consultant will be obligated to pay for City's defense until such time as a final judgment has been entered adjudicating City as solely negligent or responsible for willful misconduct. Consultant will not be entitled in the absence of such a determination to any reimbursement of defense costs including but not limited to attorney's fees, expert fees and costs oflitigation. (c) Pursuant to the full language of California Civil Code §2782, Design Professionals agrees to indemnify, including the cost to defend, City and its officers, officials, employees, and volunteers from and against any and all claims, demands, costs, or liability that arise out of, or pertain to, or relate to the negligence, recklessness, or willful misconduct of Design Professional and its employees or agents in the performance of services under this contract, but this indemnity does not apply to liability for damages arising from the sole negligence, active negligence, or willful acts of the City; and does not apply to any passive negligence of the City unless caused at least in part by the Design Professional. The City agrees that in no event shall the cost to defend charged to the Design Professional exceed that professional's proportionate percentage of fault. This duty to indemnify shall not be waived or modified by contractual agreement or acts of the parties.

5.3 Professional Liability. When the law establishes a professional standard of care for Consultant's services, to the fullest extent permitted by law, Consultant shall indemnify, defend and hold harmless Indemnitees against, and will hold and save 766
them and each of them harmless from, whether actual or threatened, any and all Claims and Liabilities, consistent with all obligations provided for in this Section

ARTICLE 6. RECORDS, REPORTS AND RELEASE OF INFORMATION

6.2 Ownership of Documents. All drawings, specifications, maps, designs, photographs, studies, surveys, data, notes, computer files, reports, records, documents and other materials ("documents and materials") prepared by Consultant, its officers, employees, agents and subcontractors in the performance of this Agreement shall be the property of City and shall be delivered to City upon request of City and/or upon the termination of this Agreement, and Consultant shall have no claim for further employment or additional compensation as a result of the exercise by City of its full rights of ownership, use, reuse, or assignment of the documents and materials hereunder. Consultant may retain copies of such documents and materials for its own use. Consultant shall have the right to use the concepts embodied therein. All subcontractors shall provide for assignment to City of any documents and materials prepared by them, and in the event Consultant fails to secure such assignment, Consultant shall indemnify City for all damages resulting therefrom. Moreover, with respect to any Consultant documents and materials that may qualify as "works made for hire" as defined in 17 U.S.C. § 101, such documents and materials are hereby deemed "works made for hire" for City.

6.3 Confidentiality and Release of Information. All information gained or work product produced by Consultant in its performance of this Agreement shall be considered confidential, unless such information is in the public domain or already known to Consultant. Consultant shall not release or disclose any such information or work product to persons or entities other than City without prior written authorization from City. Consultant, its officers, employees, agents or 767
subcontractors, shall not, without prior written authorization from City or unless requested by the City Attorney, voluntarily provide documents, declarations, letters of support, testimony at depositions, response to interrogatories or other information concerning the work performed under this Agreement. Response to a subpoena or court order shall not be considered "voluntary" provided Consultant immediately gives City notice of such court order or subpoena. If Consultant, or any officer, employee, agent or subcontractor of Consultant, provides any information or work product in violation of this Agreement, then City shall have the right to reimbursement and indemnity from Consultant for any damages, costs and fees, including attorney's fees, caused by or incurred as a result of Consultant's conduct. As concerning, regarding or related to, in any way, this Agreement and the work performed thereunder: a) Consultant shall immediately notify City should Consultant, its officers, employees, agents or subcontractors be served with any summons, complaint, subpoena, notice of deposition, request for documents, interrogatories, request for admissions or other discovery request, court order or subpoena from any party; b) City retains the right, but has no obligation, to represent Consultant or be present at any deposition, hearing or similar proceeding; and, c) Consultant agrees to cooperate fully with City and to provide City with the opportunity to review any response to discovery requests provided by Consultant, however, this right to review any such response does not imply or mean the right by City to control, direct, or rewrite said response.

ARTICLE 7. ENFORCEMENT OF AGREEMENT AND TERMINATION

7.1 California Law. This Agreement shall be interpreted, construed and governed both as to validity and to performance of the Parties in accordance with the laws of the State of California. Legal actions concerning any dispute, claim or matter arising out of or in relation to this Agreement shall be instituted in the Superior Court of the County of Riverside, State of California, or any other appropriate court in such county, and Consultant agrees to submit to the personal jurisdiction of such court in the event of such action. In the event of litigation in a U.S. District Court, venue shall lie exclusively in the Central District of California, in the County of Riverside, State of California.

7.2 Suspension, or Termination, Prior to Expiration of Term. This Section shall govern any termination of this Agreement except asspecifically provided in Section

7.4 for termination for cause. City reserves the right to terminate or suspend this Agreement, or any portion hereof, at any time, for any reason, with or without cause, upon ten (10) days' notice to Consultant, except that where termination or suspension is due to the fault of Consultant, the period of notice may be such shorter time as determined by City. Upon receipt of any notice of termination or suspension, Consultant shall immediately cease all services hereunder, unless the notice provides otherwise, or except such as specifically approved by City. Upon submittal of an invoice consistent with Section 2.2, Consultant shall be entitled to compensation for all services rendered prior to the effective date of the notice of termination or suspension and for any services authorized by City thereafter in accordance with the Schedule of Compensation, or such as may be approved by City, except as provided in Section 7.5. In event of termination, or suspension, 768
without cause pursuant to this Section, there is no need to provide opportunity to cure pursuant to Section 7.3.

7.5 Retention of Funds. Consultant hereby authorizes City to deduct from any amount payable to Consultant (whether or not arising out of this Agreement) (i) any amounts the payment of which may be in dispute hereunder or which are necessary to compensate City for any losses, costs, liabilities, or damages suffered by City, and (ii) all amounts for which City may be liable to third parties, by reason of Consultant's acts or omissions in performing or failing to perform Consultant's obligation under this Agreement. In the event that any claim is made by a third party, the amount or validity of which is disputed by Consultant, or any indebtedness shall exist which shall appear to be the basis for a claim of lien, City may withhold from any payment due, without liability for interest because of such withholding, an amount sufficient to cover such claim. The failure of City to exercise such right to deduct or to withhold shall not, however, affect the obligations of Consultant to insure, indemnify, and protect City as elsewhere provided herein.
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7.7 Rights and Remedies are Cumulative. Except with respect to rights and remedies PvprP-:<::!y rlPrbrPrl tn hPPY<'.h1 ivP. in thi AgrP.P.ment; the rights and remedies of the Parties are cumulative and the exercise by either Party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other Party.

7.9 Attorneys' Fees. If either Party to this Agreement is required to initiate or defend or made a party to any action or proceeding in any way connected with this Agreement, the prevailing party in such action or proceeding, in addition to any other relief which may be granted, whether legal or equitable, shall be entitled to reasonable attorneys' fees. Attorneys' fees shall include attorneys' fees on any appeal, and a Party entitled to attorneys' fees shall be entitled to all other reasonable costs for investigating such action, consultants' fees, taking depositions and discovery and all other necessary costs the court allows which are incurred in such 770
litigation. Such fees and costs shall be enforceable whether or not such action is prosecuted to judgment.

ARTICLE 8. INDIVIDUAL LIABILITY, CONFLICTS AND NON-DISCRIMINATION

ARTICLE 9. MISCELLANEOUS PROVISIONS

9.1 Notices. Any notice or other communication either Party desires or is required to give to the other Party or any other person in regards to this Agreement must be in writing and may be given either by (i) personal service, (ii) delivery by a reputable document delivery service, such as but not limited to, Federal Express, which provides a receipt showing date and time of delivery, or (iii) mailing in the United States Mail, certified mail, postage prepaid, return receipt requested, in the case of 771
City addressed to City Clerk at City of Murrieta, 1 Town Square, Murrieta California 92562, and in the case of Consultant, to the person(s) at the address designated on the cover page of this Agreement. Either Party may change its address by notifying the other Party of the change of address in writing. Notice shall be deemed communicated at the time personally delivered or in seventy-two (72) hours from the time of mailing if mailed as provided in this Section.

9.3 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, and such counterparts shall constitute one and the same instrument.

9.7 Corporate Authority. The persons executing this Agreement on behalf of the Parties hereto warrant that (i) such Party is duly organized and existing, (ii) they are duly authorized to execute and deliver this Agreement on behalf of said Party, 772
(iii) by so executing this Agreement, such Party is formally bound to the provisions of this Agreement, and (iv) entering into this Agreement does not violate any provision of any other agreement to which said Party is bound. This Agreement shall be binding upon the heirs, executors, administrators, successors and assigns of the Parties.

9.8 Federal Funding. lffederal funding is being utilized to fund any part of the Project, as indicated on the Cover Page of this Agreement, the terms of Exhibit Fare hereby incorporated herein by this reference. If no federal funding is being utilized, Exhibit F may be omitted.
[SIGNATURES ON FOLLOWING PAGE]
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IN WITNESS WHEREOF, the Parties hereto have executed this Agreement on the date and year first-above written.

CITY:

CITY OF MURRIETA, a California municipal
corporation
ATTEST:

Kim Summers, City Manager
Effective Date:

Cristal McDonald, City Clerk
Date:

APPROVED AS TO FORM:

ALESHIRE & WYNDER, LLP
Tiffany Israel, City Attorney
Date:

CONSULTANT:

By: _
Name: Okan Demirci
Title: Principal Manager
Date:

By: _
Name:Click or tap here to enter text
Title:Click or tap here to enter text.

Date:
01375.0001/964368.l -15-
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EXHIBIT “ A ”

SCOPE OF SERVICES
I. Consultant will perform the following types of Services associated with vertical construction and project management services on an on-call basis:

Scope of Work
Design and Consulting Services
Facility Master planning-including initial planning, needs assessment, space requirements, budgets, and phasing plans.

City facility program management
Provide, analyze, and evaluate various construction delivery methods for City consideration Assist with development of project budgets
Bidding/ Design-Build Request For Qualifications and Proposals assistance Develop project schedules
Identify and analyze possible project financing options Construction project cost estimates (hard and soft costs) Value engineering
Review of building systems
Formal constructability review and consultation
Consideration of life cycle costs
Stimulate bid/ proposal interest
Pre-qualify I Qualify bids/ proposals including evaluation of bonds, insurance coverage and financial capability
Clarify scope of each trade
Assistance with possible pre-purchase of long lead time materials 775
Assist in the conduct of pre-bid / pre-proposal and pre-construction meetings Construction Management
As-needed pre-construction services
Project Management - including scheduling, project budgeting, and providing reporting via project management information systems.

Work with Owner, Architect, and General Contractor to clearly define roles and responsibilities during construction and develop a construction management plan.

Coordinate the work of the General Contractor without interfering in the progress of the project and make them a part of the project team.

Establish notification procedures for any shutdowns of utilities for the progress of the work.

Coordinate the testing and inspection of the project and review test reports and make recommendations as necessary.

Coordinate the activities of the multiple contracts between projects to assure that they are not interfering with each other.

Produce monthly cost reports to monitor the current and project final costs of the project. Prepare cash flow projections as needed.

Provide administrative assistance to manage the filing systems, meeting minutes and the office.

Develop and maintain correspondence logs.

Review and make recommendations on change order requests from the General Contractor.

Determine if the requests are legitimate, and/or negotiate as appropriate.

Review any Owner or design team document changes and prepare cost estimates for each.

Maintain a change order log reflecting the status of each change order and the total cost of changes. 01375.0001/964368.I 145610
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Develop and maintain submittal and shop drawing logs. Review both as they are received before transmittal to the design teams to assure that they are complete and accurate.

Develop and maintain a Request for Information (RFI) logs. Coordinate and track responses with the design teams.

Review the monthly payment requests for completeness and accuracy including proper payroll documentation and lien releases and make recommendation for payment to Owner.

Monitor the construction schedule provided by the General Contractor.

Provide progress photos and video taping of the project on a regular basis.

Review any potential claims. If any are received, review them, and make recommendations.

Field inspection to evaluate work in progress to confirm that it conforms to the contract documents.

Schedule City and special inspections.

Work with all local and government agencies to keep them informed of the progress of the project.

Meet with them as required.

Monitor the General Contractors' safety program.

Labor compliance reporting/documentation review.

Prepare, in conjunction with the design team and Owner, all punch-lists. Monitor the completion of the punch-lists by the General Contractor.

Coordinate and receive all close-out items including as-built drawings, operation and maintenance manuals, and warranties as required.

Assist with resolving all contract issues, warranties, bonds, etc. at closeout of project.

Maintain any and all records to ensure labor compliance.

Prepare a final close out report with recommendation as to final payment to contractor, notice of 01375.0001/964368.1 145610
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completion, and file system for retrieval of closeout documentation.

Assist with commissioning the building and owner training.

I. Consultant must perform all on-call Services in compliance with the following requirements:

B. Consultant must prepare a written description of the requested tasks including all components and subtasks; the costs to perform the task ("Task Budget"), using the itemized fees in Exhibit C, Schedule of Compensation, whenever a requested task is provided for in Exhibit C; explain how the cost was determined; and, a schedule for completion of the task ("Task Completion Date"); which shall all collectively be referred to as the "Task Proposal".

C. Department Contact shall in writing approve, modify or reject the Task Proposal, and may issue a Task Order.

D. The task shall be performed at a cost not to exceeding the Task Budget.

E. Consultant shall complete the task and deliver all deliverables to Department Contact by the Task Completion Date.

IV.Consultant will utilize the following personnel to accomplish the Services:

TBD
01375.0001/964368.l 145610
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EXHIBIT "B"

SPECIAL REQUIREMENTS
(Superseding Contract Boilerplate)
NIA
01375.0001/964368.1 145610
779
EXHIBIT "C"

B. Line items for all materials and equipment properly charged to the Services.

C. Line items for all other approved reimbursable expenses claimed, with supporting documentation.

D. Line items for all approved subcontractor labor, supplies, equipment, materials, and travel properly charged to the Services.

III. The total compensation for all Services during the entire term of this Agreement shall not exceed the Contract Sum as provided in the Cover Page of this Agreement.

IV. Consultant's billing rates for any hourly Services are attached as Exhibit C-1.

No mark up on expenses may be added.
01375.0001/964368.l 145610
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EXHIBIT C-1
781

ENGINEERING
Field Technician $85 - $95
Engineering Technician $95 - $105
Assistant CAD Drafter $105 - $120
Senior CAD Drafter $120 - $135
Associate Designer $135 $150
Senior Designer $150 - $165
Design Project Manager $190 - $200
Assistant Engineer $115 - $125
Associate / Staff Engineer $145 - $160
Senior Civil Engineer $200 $220
Traffic Analyst Technician $100 $110
Associate Traffic Analyst $150 - $160
Senior Traffic Analyst $160 - $170
Professional Transportation Planner $170 - $185
Traffic Engineer Technician $95 - $105
Associate/Staff Traffic Engineer $145 - $160
Traffic Engineer $170 - $185
Senior Traffic Engineer $185 - $205
Project Manager $185 - $205
Senior Project Manager $205 - $220
Deputy City Engineer $170 - $190
City Engineer $190 - $205
Principal Engineer $205 - $225

BUILDING & SAFETY
Permit Technician $75 - $85
Plan Check Technician/Analyst/Supervisor $125 $140
Building Inspector $115 - $130
Senior Inspector $125 - $140
Plans Examiner/Checker $140 - $155
Plan Check Engineer $150 - $170
Deputy Building Official $160 - $170
Building Official $165 $180
ON-CALL VERTICAL CONSTRUCTION/PROJECT MANAGEMENT SERVICES TransTech

7. Pricing Information
Following is Transtech's Fee Schedule for all staff classifications.

The above fees are increased each year July 1st automatically by the percentage change Los Angeles-Long Beach-Anaheim Cal omia Consumer Price Index-All Urban Consumers ('CPI-U') for the preceding twelve-month period as calculated for February by the U.S. Department of Labor Bureau of Labor Statistics and published by the United States Bureau of Labor Statistic.

CONSTRUCTION MANAGEMENT
Labor Compliance Analyst $145 - $155
Funds Coordinator $150 - $160
Office Engineer $145 - $155
Construction Inspector $140 - $150
Senior Construction Inspector $150 - $160
Construction Manager $170 - $185
Resident Engineer $185 - $200

PUBLIC WORKS INSPECTION
Public Works Inspector $140 - $150
Senior Public Works Inspector $150 - $160
Supervising PW Inspector $160 $170

SURVEY AND MAPPING
Survey Analyst $150 - $155
Senior Survey Analyst $155 - $160
2-Man Survey Crew $345 - $360
Survey & Mapping Specialist $185 - $200
Licensed Land Surveyor $210 - $220

FUNDING & GRANT WRITING
Funds Analyst $145 - $150
Senior Funds Analyst $150 - $160
Grant Writer $165 - $170
Funds & Grant Project Manager $185 - $195

PLANNING
Community Development Technician $80 - $90
Planning Technician $90 - $100
Assistant Planner $100 - $120
Associate Planner $120 $140
SeniorPlanner $145 - $165
Planning Manager $170 - $190

ADMINISTRATIVE STAFF
Administrative/Clerical $70 - $80
Project Accountant $80 - $90
Transtech
782
EXHIBIT "D"

SCHEDULE OF PERFORMANCE
I. Consultant shall perform Services on an on-call basis as set forth in Exhibit A.

II. Consultant shall deliver the following tangible work products to the City by the following dates.

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

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

4. Professional Liability (Errors and Omissions) Insurance appropriates to the Consultant's profession, with limit no less than $2,000,000 per occurrence or claim, $2,000,000 aggregate.

Cyber Liability Insurance, with limits not less than $2,000,000 per occurrence or claim, $2,000,000 aggregate. Coverage shall be sufficiently broad to respond to the duties and obligations as is undertaken by Vendor in this agreement and shall include, but not be 01375.0001/964368.I
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limited to, claims involving security breach, system failure, data recovery, business interruption, cyber extortion, social engineering, infringement of intellectual property, including but not limited to infringement of copyright, trademark, trade dress, invasion of privacy violations, information theft, damage to or destruction of electronic information, release of private information, and alteration of electronic information. The policy shall provide coverage for breach response costs, regulatory fines and penalties as well as credit monitoring expenses.

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

Primary Coverage
For any claims related to this contract, the Consultant's insurance coverage shall be primary and non-contributory and at least as broad as ISO CG 20 01 04 13 as respects the City, its officers, officials, employees, and volunteers. Any insurance or self-insurance maintained by the City, its officers, officials, employees, or volunteers shall be excess of the Consultant's insurance 01375.0001/964368. l
785
and shall not contribute with it. This requirement shall also apply to any Excess or Umbrella liability policies.

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

Notice of Cancellation
Each insurance policy required above shall provide that coverage shall not be canceled, except with notice to the City.

Acceptability of lnsurers
Insurance is to be placed with insurers authorized to conduct business in the state with a current A.M. Best's rating of no less than A:VII, unless otherwise acceptable to the City. 01375.0001/964368.l
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Claims Made Policies(note - should be applicable only to professional liability, see below) If any of the required policies provide claims-made coverage:

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

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

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

FEDERAL REQUIREMENTS
(Only applicable if required on cover page of agreement) 01375.0001/964368.l
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CITY OF MURRIETA
City Council Meeting Agenda
Report
5/7/2024
Agenda Item No. 9.

TO: HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL
FROM: Brian Ambrose, Community Services Director
PREPARED BY: Brian Crawford, Senior Program Manager - Parks & Recreation SUBJECT:

Change Order for Gametime Tot Lot Equipment Purchase

RECOMMENDATION
Authorize the City Manager to approve a change order for $12,948.91 to Gametime Purchase Order No.

P03649.

PRIOR ACTION/VOTE
On May 16, 2023, the City Council approved Purchase Orders for Landscape Structures, Inc., Gametime, Michael Baker International, and Anser Advisory for $1,658,659 to purchase tot lot equipment, engineering design services, and management services (Vote: 5-0).

On August 15, 2023, the City Council adopted Resolution No. 23-4699, approving the Fiscal Years 2023/24 to 2027/28 Capital Improvement Plan (Vote: 5-0).

CITY COUNCIL GOAL
Coordinate and deliver responsive, effective community services.

BACKGROUND
Staff is planning projects to construct new tot lot playgrounds at three (3) parks where none exist today and replace tot lot equipment at six (6) additional locations. Part of the process was ordering new equipment so that engineering designs could be completed and ensuring that tot lot equipment was in the City’s possession before construction.

In May 2023, the City Council approved a purchase order to one of the City’s tot lot equipment providers, Gametime, in the amount of $1,017,752.87. Due to higher-than-expected shipping and equipment storage costs, a change order to the purchase order in the amount of $12,948.91 must be made to pay the outstanding invoices to Gametime. No additional invoices for tot lot equipment are expected.

FISCAL IMPACT
Sufficient funding is available in Landscape & Lighting District 21 and 19 Reserves to cover the additional CITY OF MURRIETA Page 1 of 2 Printed on 5/2/2024
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Agenda Item No. 9.

Sufficient funding is available in Landscape & Lighting District 21 and 19 Reserves to cover the additional shipping and equipment storage costs.

ATTACHMENTS

1. Purchase Order Invoice Summary
CITY OF MURRIETA Page 2 of 2 Printed on 5/2/2024
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Purchase Order P03649 Summary:

Item PO Amount Invoiced Difference Additional Funding Additional Funding Source Northstar Park Equipment $ 393,801.19 $ 360,298.87 $ 33,502.32 $ - LLD 21* Palomar Park Equipment $ 204,428.74 $ 187,828.15 $ 16,600.59 $ - LLD 21* Monte Vista Park Equipment $ 294,817.14 $ 354,183.23 $ (59,366.09) $ (9,263.18) LLD 21 Oak Terrace Park Equipment $ 124,705.80 $ 128,391.53 $ (3,685.73) $ (3,685.73) LLD 19 $ 1,017,752.87 $ 1,030,701.78 $ (12,948.91) $ (12,948.91) *Surplus funds from Northstar and Palomar were transferred to Monte Vista line item via budget transfer request as all are funded by LLD 21 791

CITY OF MURRIETA
City Council Meeting Agenda
Report
5/7/2024
Agenda Item No. 10.

TO: HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL
FROM: Brian Ambrose, Director of Community Services
PREPARED BY: Brian Crawford, Senior Program Manager - Parks & Recreation SUBJECT:

Construction Contract Tot Lot Improvement Project Phase 2

RECOMMENDATION
Award the construction contract for the Tot Lot Improvement Project Phase 2, CIPs 22029, 22030, 22031, 22032, and 22040, to the lowest responsible bidder, R.E. Schultz Construction, Inc., in the amount of $451,850.00, plus a 15% contingency;
Authorize the Mayor to execute the agreement; and
Amend the Fiscal Year 2023/24 Capital Improvement Plan Budget for additional budget appropriation to CIPs 22029, 22030, 22031, 22032, and 22040.

PRIOR ACTION/VOTE
On May 16, 2023, the City Council approved Purchase Orders for Landscape Structures, Inc., Gametime, Michael Baker International, and Anser Advisory in the amount of $1,658,659, for the purchase of tot lot equipment, engineering design services and project/construction management services, respectively (Vote: 5- 0).

On August 15, 2023, the City Council adopted Resolution No. 23-4699, approving the Fiscal Years 2023/24 to 2027/28 Capital Improvement Plan (Vote: 5-0).

CITY COUNCIL GOAL
Coordinate and deliver responsive, effective community services.

BACKGROUND
The City of Murrieta (City) operates 53 parks; of those parks, 32 have some form of tot lot playground equipment. As some of this infrastructure has been in place since the City’s founding, new equipment needs to be installed. This project will replace equipment and construct access points and ramps to the play equipment that comply with current requirements for the Americans with Disabilities Act (ADA), which will significantly CITY OF MURRIETA Page 1 of 2 Printed on 5/2/2024
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Agenda Item No. 10.
increase the level of service for individuals with disabilities.

In late 2022, staff embarked on a project to design and construct the replacement of tot lot equipment at nine (9) locations. Due to the size of the project, staff separated these into two separate phases. The current phase applicable to this agenda report is for the five (5) tot lots, including Alta Murrieta Sports Park, Eastgate Park, Rancho Acacias Park, Sycamore Park, and Firefighter Park. Construction work will involve installing proper drainage, structurally required concrete footings, new tot equipment, and engineered wood chip play surfaces.

The City published the bid opportunity to PlanetBids on March 6, 2024, publicly advertised the Project in a regional newspaper on March 12, 2024, and again on March 22, 2024, and received three (3) construction bids on April 10, 2024, as follows:

Contractor Base Bid Additive Bid Items Total Bid
R.E. Schultz Construction $419,850.00 $32,000.00 $451,850.00 Act 1 Construction $533,807.37 $17,900.00 $551,707.37
HZS Construction $715,750.00 $80,000.00 $795,750.00
The bids were reviewed, and the item prices were determined to be consistent with today’s construction market. The additive bid items are for the purchase and installation of sump basins to aid in rainwater drainage at four (4) of the tot lot locations, if needed.

Staff recommends that the contract be awarded to the lowest responsible bidder, R.E. Schultz Construction, Inc., in the amount of $451,850.00, plus a fifteen percent (15%) contingency of $67,777.50 for a total contract amount of $519,627.50.

No bid protests were received for the Project.

FISCAL IMPACT
Staff requests the appropriation of additional funding from Park Developer Impact Fees (Fund 133):

Location CIP No. Construction Budget* Construction Bid** Add. Funding Alta Murrieta 22029 $28,750 $57,557.50 $28,807.50
Eastgate 22030 $34,500 $116,926.25 $82,426.25
Rancho Acacias 22031 $57,500 $109,480.00 $51,980.00
Sycamore 22032 $57,500 $164,536.25 $107,036.25
Firefighters 22040 $22,318 $71,127.50 $48,809.50
Totals $200,568.00 $519,627.50 $319,059.50
*Remaining Available Construction Budget
**Construction Bid includes construction, additive bid items, and construction contingency amounts.

ATTACHMENTS

1. Construction Contract & Proposal, R.E. Schultz, Tot Lot Improvements, 04.2024 CITY OF MURRIETA Page 2 of 2 Printed on 5/2/2024
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CITY OF MURRIETA, COMMUNITY SERVICES DEPARTMENT
01375.0001/977105.1 CONTRACT C 1 CITY PROJECT 23-472, TOT LOT REPLACEMENT PROJECT PHASE 2

CONTRACT
TOT LOT IMPROVEMENT PROJECT PHASE 2
CITY PROJECT NO. 23-472
CIP 22029, 22030, 22031, 22032, 22040
THIS CONTRACT, made and entered into the 7th day of May, 2024, by and between the City of Murrieta, a municipal corporation, hereinafter referred to as "CITY," and R.E. Schultz Construction, Inc., hereinafter referred to as "CONTRACTOR." WITNESSETH:

That CITY and CONTRACTOR, for the consideration hereinafter named, mutually agree as follows:

1. CONTRACT DOCUMENTS. The complete Contract includes all of the Contract Documents, to wit: Notice Inviting Bids, Instructions to Bidders, Proposal, Performance Bond, Labor and Materials Bond, Plans and Special Provisions entitled TOT LOT IMPROVEMENT PROJECT PHASE 2, Insurance Forms, this Contract, and all modifications and amendments thereto, and the latest version of the Standard Specifications for Public Works Construction, Parts 1 through 6, with the exception of Section 307, "Street Lighting and Traffic Signals," and the addition of the Standard Specifications, Department of Transportation, State of California State Standard Specifications, Section 86, "Signals, Lighting and Electrical Systems," and Section 56, "Signs," dated May 2006.

The Plans consist of:

TOT LOT IMPROVEMENT PROJECT PHASE 2
CITY PROJECT NO. 23-472
Copies of the Standard Specifications for Public Works Construction are available from the publisher:

In case of conflict between the Standard Specifications for Public Works Construction or State Standard Specifications, and the remaining Contract Documents, the remaining Contract Documents shall take precedence over and be used in lieu of such conflicting portions.

CITY OF MURRIETA, COMMUNITY SERVICES DEPARTMENT
01375.0001/977105.1 CONTRACT C 2 CITY PROJECT 23-472, TOT LOT REPLACEMENT PROJECT PHASE 2
Unless otherwise specified, CONTRACTOR shall furnish all labor, materials, tools, equipment, and incidentals, and do all the work involved in executing the Contract.

2. SCOPE OF WORK. CONTRACTOR shall perform the work as shown on the Contract Drawings,shall furnish all the labor, materials, necessary tools, expendable equipment, and all utility and transportation servicesrequired for the completion of the following project:

TOT LOT IMPROVEMENT PROJECT PHASE 2
CITY PROJECT NO. 23-472
CIP 22029, 22030, 22031, 22032, 22040
All of said work to be performed and materials to be furnished shall be in strict accordance with the Drawings and Specifications and the provisions of the Contract Documents hereinabove enumerated and adopted by CITY.

Said compensation shall cover all expenses, losses, damages, and consequences arising out of the nature of the work during its progress or prior to its acceptance, including those for well and faithfully completing the work and the whole thereof in the manner and time specified in the aforesaid contract documents and also includingthose arising from actions of the elements, unforeseen difficulties or obstructions encountered in the prosecution of the work, suspension or discontinuance of the work, and all other unknowns or risks of any description connected with the work.

CONTRACTOR agrees to complete the work on TOT LOT IMPROVEMENT PROJECT PHASE 1 in a period not to exceed Seventy-Five (75) working days per Section 6-7 of the Standard Specificationsfor Public Work Construction, commencing upon the date stated in the Notice to Proceed by CITY. Construction shall not commence until bonds and insurance are approved by CITY.

5. CHANGE ORDERS. All change orders shall be approved by the City Council, except that the City Manager or his designee is hereby authorized by the City Council to make, by written order, changes or additions to the work in an amount not to exceed fifteen (15) percent of this Contract amount and the City Manager or his designee shall notify City Council in a public meeting if changes or additions to the work exceed ten (10) percent of this Contract amount.
795

CITY OF MURRIETA, COMMUNITY SERVICES DEPARTMENT
01375.0001/977105.1 CONTRACT C 3 CITY PROJECT 23-472, TOT LOT REPLACEMENT PROJECT PHASE 2

6. PAYMENTS/ACCEPTANCE OF WORK. The text of Subsection 9-3.2 of the Standard Specifications for Public Works Construction is hereby deleted and replaced with the following:

Upon completion of the work, CONTRACTOR shall so notify the Project Manager, in writing, submit satisfactory evidence of payment for equipment, materials and labor, submit "CONTRACTOR'S AFFIDAVIT." Upon receipt of the notification, the Project Manager shall promptly, by personal inspection, determine the actual status of the work in accordance with the terms of the Contract. If he finds materials, equipment, or workmanship that do not meet the terms of the Contract, he shall prepare a preliminary punch list of such items and submit it to CONTRACTOR. Final determination of acceptability shall bemade by CITY. Upon acceptance of the work, CITY shall file a Notice of Completion.The conditions of the guarantee shall commence on the date that CITY files a Notice of Completion. CITY shall make final payment to CONTRACTOR in the manner provided by law following the expiration of thirty-five (35) days after filing the Notice of Completion.

The final paymentshall include the entire sum found to be due hereunder after deducting all previous payments and such other lawful amounts as the terms of this Contract describe.

7. LIQUIDATED DAMAGES; EXTENSION OF TIME. In accordance with Government Code Section 53069.85, CONTRACTOR agrees to forfeit and pay to CITY the sum of five hundred dollars ($500) per day for each calendar day completion is delayed beyond the time allowed pursuant to paragraph 4 of this Contract.

CONTRACTOR is required to promptly notify CITY of any such delay.

CITY OF MURRIETA, COMMUNITY SERVICES DEPARTMENT
01375.0001/977105.1 CONTRACT C 4 CITY PROJECT 23-472, TOT LOT REPLACEMENT PROJECT PHASE 2

Copies may be obtained at cost at the City Clerk's office of Murrieta. CONTRACTOR shall post a copy of such rates at the job site and shall pay the adopted prevailing wage rates as a minimum. CONTRACTOR shall comply with the provisions of Sections 1773.8, 1775, 1776, 1777.5, 1777.6, and 1813 of the Labor Code.

11. TIME OF THE ESSENCE. Time is of the essence in this Contract.

12. INDEMNIFICATION. All work covered by this Contract done at the site of construction or in preparing or delivering materials to the site shall be at the risk of CONTRACTOR alone. CONTRACTOR agreesto save, indemnify, hold harmless, and defend CITY, its officers, employees, and agents against any and all liability, injuries, or death of persons (CONTRACTOR's employees included) and damage to property, arising directly or indirectly out of the obligations herein undertaken or out of the operations conducted by CONTRACTOR, save and except claims or litigations arising through the sole active negligence or sole willful misconduct of CITY.

13. CONTRACTOR'S INDEPENDENT INVESTIGATION. No plea of ignorance of conditions that exist or that may hereafter exist or of conditions of difficulties that may be encountered in the execution of the work under this Contract, as a result of failure to make the necessary independent examinations and investigations, and no plea of reliance on initial investigations or reports prepared by CITY for purposes of letting this Contract out to bid will be accepted as an excuse for any failure or omission on the part of CONTRACTOR to fulfill in every detail all requirements of this Contract. Nor will such reasons be accepted as a basis for any claims whatsoever for extra compensation or for an extension of time.
797

CITY OF MURRIETA, COMMUNITY SERVICES DEPARTMENT
01375.0001/977105.1 CONTRACT C 5 CITY PROJECT 23-472, TOT LOT REPLACEMENT PROJECT PHASE 2

CONTRACTOR further warrants that no person in his employ has been employed by CITY within one (1) year of the date of Notice Inviting Bids.

17. SIGNATURE OF CONTRACTOR
Corporations:

Partnerships:

Joint Ventures:

Bids submitted as joint ventures must so state and be signed by each joint venturer.

Individuals:

Bids submitted by individuals must be signed by the bidder, unless an up-to-date power of attorney is on file in the City Clerk's office, in which case said person may sign for the individual.

The above rules also apply in the case of the use of a fictitious firm name. In addition, however, where the fictitious name is used, it must be so indicated in the signature. 798

CITY OF MURRIETA, COMMUNITY SERVICES DEPARTMENT
01375.0001/977105.1 CONTRACT C 6 CITY PROJECT 23-472, TOT LOT REPLACEMENT PROJECT PHASE 2

18. SUBSTITUTED SECURITY. In accordance with Section 22300 of the Public Contracts Code, CONTRACTOR may substitute securities for any monies withheld by CITY to ensure performance under the Contract.

At the request and expense of CONTRACTOR, securities equivalent to the amount withheld shall be deposited with CITY or with a State or Federally chartered bank or an escrow agent who shall pay such moniesto CONTRACTOR upon notification by CITY of CONTRACTOR's satisfactory completion of the Contract. The type of securities deposited and the method of release shall be approved by the City Attorney's office.

Section 9204 of the Public Contract Code prescribes a process for negotiation and mediation to resolve disputes on construction claims. The intent of this Section is to implement Sections 20104 et seq. and Section 9204 of the California Public Contract Code. This Section shall be construed to be consistent with said statutes.

The following requirements apply to all claims to which this section applies:
(a) Claim Submittal. The claim shall be in writing and include the documents necessary to substantiate the claim. Claims governed by this procedure must be filed on or before the date of final payment. Nothing in this section is intended to extend the time limit or supersede notice requirements otherwise provided in the Contract for the filing of claims, including all requirements pertaining to compensation or payment for extra work, disputed work, and/or changed conditions. Failure to follow such contractual requirements shall bar any claims or subsequent lawsuits for compensation or payment thereon.
(b) Supporting Documentation. The Contractor shall submit all claims in the following format:
(i) Summary of the claim, including references to the specific Contract Document provisions upon which the claim is based.
799

CITY OF MURRIETA, COMMUNITY SERVICES DEPARTMENT
01375.0001/977105.1 CONTRACT C 7 CITY PROJECT 23-472, TOT LOT REPLACEMENT PROJECT PHASE 2
(ii) List of documents relating to claim: (a) Specifications, (b) Drawings, (c) Clarifications (Requests for Information), (d) Schedules, and (e) Other. (iii) Chronology of events and correspondence related to the claim. (iv) Statement of grounds for the claim.
(v) Analysis of the claim’s cost, if any.
(vi) Analysis of the claim’s time/schedule impact, if any. (c) City’s Response. Upon receipt of a claim pursuant to this section, City shall conduct a reasonable review of the claim and, within a period not to exceed 45 calendar days, shall provide the Contractor a written statement identifying what portion of the claim is disputed and what portion is undisputed. Any payment due on an undisputed portion of the claim will be processed and made within 60 calendar days after the City issues its written statement.
(i) If the City needs approval from the City Council to provide the Contractor a written statement identifying the disputed portion and the undisputed portion of the claim, and the City Council does not meet within the 45 calendar days or within the mutually agreed to extension of time following receipt of a claim sent by registered mail or certified mail, return receipt requested, the City shall have up to three days following the next duly publicly noticed meeting of the City Council after the 45-day period, or extension, expires to provide the Contractor a written statement identifying the disputed portion and the undisputed portion.
(ii) Within 30 calendar days of receipt of a claim, the City may request in writing additional documentation supporting the claim or relating to defenses or claims the City may have against the Contractor. If additional information is thereafter required, it shall be requested and provided pursuant to this subdivision, upon mutual Contract of City and the Contractor.
(iii) The City’s written response to the claim, as further documented, shall be submitted to the Contractor within 30 calendar days (if the claim is less than $50,000, within 15 calendar days) after receipt of the further documentation, or within a period of time no greater than that taken by the Contractor in producing the additional information or requested documentation, whichever is greater. (d) Meet and Confer. If the Contractor disputes the City’s written response, or the City fails to respond within the time prescribed, the Contractor may so notify the City, in writing, either within 15 calendar days of receipt of the City’s response or within 15 calendar days of the City’s failure to respond within the time prescribed, respectively, and demand an informal conference to meet and confer for settlement of the issues in dispute. Upon receipt of a demand, the City shall schedule a meet and confer conference within 30 calendar days for settlement of the dispute. (e) Mediation. Within 10 business days following the conclusion of the meet and confer conference, if the claim or any portion of the claim remains in dispute, the City shall provide the Contractor a written statement identifying the portion of the claim that remains in dispute and the portion that is undisputed. Any payment due on an undisputed portion of the claim shall be processed and made within 60 calendar days after the City issues its written statement. Any disputed portion of the claim, as 800

CITY OF MURRIETA, COMMUNITY SERVICES DEPARTMENT
01375.0001/977105.1 CONTRACT C 8 CITY PROJECT 23-472, TOT LOT REPLACEMENT PROJECT PHASE 2
identified by the Contractor in writing, shall be submitted to nonbinding mediation, with the City and the Contractor sharing the associated costs equally. The City and Contractor shall mutually agree to a mediator within 10 business days after the disputed portion of the claim has been identified in writing, unless the Parties agree to select a mediator at a later time.
(i) If the Parties cannot agree upon a mediator, each Party shall select a mediator and those mediators shall select a qualified neutral third Party to mediate with regard to the disputed portion of the claim. Each Party shall bear the fees and costs charged by its respective mediator in connection with the selection of the neutral mediator. (ii) For purposes of this section, mediation includes any nonbinding process, including, but not limited to, neutral evaluation or a dispute review board, in which an independent third party or board assists the Parties in dispute resolution through negotiation or by issuance of an evaluation. Any mediation utilized shall conform to the timeframes in this section.
(iii) Unless otherwise agreed to by the City and the contractor in writing, the mediation conducted pursuant to this section shall excuse any further obligation under Public Contract Code Section 20104.4 to mediate after litigation has been commenced. (iv) All unresolved claims shall be considered jointly in a single mediation, unless a new unrelated claim arises after mediation is completed. (f) City’s Responses. The City’s failure to respond to a claim from the Contractor within the time periods described in this section or to otherwise meet the time requirements of this section shall result in the claim being deemed rejected in its entirety. A claim that is denied by reason of the City’s failure to have responded to a claim, or its failure to otherwise meet the time requirements of this section, shall not constitute an adverse finding with regard to the merits of the claim or the responsibility of qualifications of the Contractor. City’s failure to respond shall not waive City’s rights to any subsequent procedures for the resolution of disputed claims. (g) Government Code Claims. If following the mediation, the claim or any portion remains in dispute, the Contractor must comply with the claim procedures set forth in Government Code section 900 et seq. prior to filing any lawsuit against the City. Such Government Code claims and any subsequent lawsuit based upon the Government Code claims shall be limited to those matters that remain unresolved after all procedures pertaining to extra work, disputed work, construction claims, and/or changed conditions, including any required mediation, have been followed by Contractor. If no such Government Code claim is submitted, or if the prerequisite contractual requirements are not satisfied, no action against the City may be filed. A Government Code claim must be filed no earlier than the date that Contractor completes all contractual prerequisites to filing a Government Code claim, including any required mediation. A Government Code claim shall be inclusive of all unresolved claims unless a new unrelated claim arises after the Government Code claim is submitted. For purposes of Government Code section 900 et seq., the running of the period of time within which a claim must be filed shall be tolled from the time the Contractor submits his or her written claim to the City until the time the claim is denied, including any period of time utilized by the meet and confer conference or mediation that does not result in a complete resolutions of all claims. 801

CITY OF MURRIETA, COMMUNITY SERVICES DEPARTMENT
01375.0001/977105.1 CONTRACT C 9 CITY PROJECT 23-472, TOT LOT REPLACEMENT PROJECT PHASE 2
(h) Civil Actions for Claims of $375,000 or Less. The following procedures are established for all civil actions filed to resolve claims totaling $375,000 or less:
(i) Within 60 calendar days, but no earlier than 30 calendar days, following the filing or responsive pleadings, the court shall submit the matter to non-binding mediation unless waived by mutual stipulation of both Parties or unless mediation was held prior to commencement of the action in accordance with Public Contract Code section 9204 and the procedures in this Section. The mediation process shall provide for the selection within 15 calendar days by both Parties of a disinterested third person as mediator, shall be commenced within 30 calendar days of the submittal, and shall be concluded within 15 calendar days from the commencement of the mediation unless a time requirement is extended upon a good cause showing to the court or by stipulation of both Parties. If the Parties fail to select a mediator within the 15-day period, either Party may petition the court to appoint the mediator.
(ii) If the matter remains in dispute, the case shall be submitted to judicial arbitration pursuant to Chapter 2.5 (commencing with Section 1141.10) of Title 3 of Part 3 of the Code of Civil Procedure, notwithstanding Section 1141.11 of that code. The Civil Discovery Act (Title 4 (commencing with Section 2016.010) of Part 4 of the Code of Civil Procedure) shall apply to any proceeding brought under this subdivision consistent with the rules pertaining to judicial arbitration. (iii) Upon stipulation of the Parties, arbitrators appointed for these purposes shall be experienced in construction law, and, upon stipulation of the Parties, mediators and arbitrators shall be paid necessary and reasonable hourly rates of pay not to exceed their customary rate, and such fees and expenses shall be paid equally by the Parties, except in the case of arbitration where the arbitrator, for good cause, determines a different division.
(iv) In addition to Chapter 2.5 (commencing with Section 1141.10) of Title 3 of Part 3 of the Code of Civil Procedure, any Party who after receiving an arbitration award requests a trial de novo but does not obtain a more favorable judgment shall, in addition to payment of costs and fees under that chapter, pay the attorney’s fees of the other Party arising out of the trial de novo.

22. UTILITY LOCATION. CITY acknowledgesitsresponsibilities with respect to locating utility facilities pursuant to California Government Code Section 4215.

23. REGIONAL NOTIFICATION CENTERS. CONTRACTOR agrees to contact the appropriate regional notification center in accordance with Government Code Section 4216.2.

24. TRENCH PROTECTION AND EXCAVATION. CONTRACTOR shall submit its detailed plan for worker protection during the excavation of trenches required by the 802

CITY OF MURRIETA, COMMUNITY SERVICES DEPARTMENT
01375.0001/977105.1 CONTRACT C 10 CITY PROJECT 23-472, TOT LOT REPLACEMENT PROJECT PHASE 2
scope of the work in accordance with Labor Code Section 6705.

D. In the event of a dispute between CITY and CONTRACTOR as to whether the conditions materially differ, or involve hazardous waste, or cause a decrease or increase in CONTRACTOR's cost of, or time required for, performance of any part of the work, CONTRACTOR shall not be excused from any scheduled completion date, and shall proceed with all work to be performed under the contract. CONTRACTOR shall retain any and all rights that pertain to the resolution of disputes and protests between the parties.

25. INSPECTION. The work shall be subject to inspection and testing by CITY and its authorized representatives during manufacture and construction and all other times and places, including, without limitation, the plans of CONTRACTOR and any of its suppliers. CONTRACTOR shall provide all reasonable facilities and assistance for the safety and convenience of inspectors. All inspections and tests shall be performed in such manner as to not unduly delay the work. The work shall be subject to final inspection and acceptance notwithstanding any payments or other prior inspections. Such final inspection shall be made within a reasonable time after completion of the work.

27. GOVERNING LAW. This Contract and any dispute arising hereunder shall be 803

CITY OF MURRIETA, COMMUNITY SERVICES DEPARTMENT
01375.0001/977105.1 CONTRACT C 11 CITY PROJECT 23-472, TOT LOT REPLACEMENT PROJECT PHASE 2
governed by the law of the State of California.

28. WRITTEN NOTICE. Any written notice required to be given in any part of the Contract Documentsshall be performed by depositing the same in the U.S. Mail, postage prepaid, directed to the address of CONTRACTOR as set forth in the Contract Documents, and to CITY addressed as follows:

Brian Crawford
Senior Program Manager
City of Murrieta
1 Town Square
Murrieta, CA 92562
804

CITY OF MURRIETA, COMMUNITY SERVICES DEPARTMENT
01375.0001/977105.1 CONTRACT C 12 CITY PROJECT 23-472, TOT LOT REPLACEMENT PROJECT PHASE 2
IN WITNESS WHEREOF, the parties hereto have caused this Contract to be executed on the date first above written.

DATED: R.E. SCHULTZ CONSTRUCTION, INC.

By:

Richard E. Schultz (Sole Officer)
Print or type NAME
President
Print or type TITLE
714-649-2627
Phone Number
By:

Richard E. Schultz (Sole Officer)
Print or type NAME
Secretary
Print or type TITLE
714-649-2627
Phone Number
DATED:

APPROVED AS TO FORM:

Tiffany J. Israel, City Attorney
ATTEST:

Cristal McDonald, City Clerk

CITY OF MURRIETA
By:

Lori Stone, Mayor
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SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE

THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS.

INSURER(S) AFFORDING COVERAGE
INSURER F :

INSURER E :

INSURER D :

INSURER C :

INSURER B :

INSURER A :

NAIC #
NAME:

CONTACT
(A/C, No):

FAX
E-MAIL
ADDRESS:

PRODUCER
(A/C, No, Ext):

PHONE

INSURED
COVERAGES CERTIFICATE NUMBER: REVISION NUMBER:

IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed.

If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s).

THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS

CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.

OTHER:
(Per accident)
(Ea accident)
$
$
N / A
SUBR
WVD
ADDL
INSD

THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS

CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. $
$
$
$ PROPERTY DAMAGE
BODILY INJURY (Per accident)
BODILY INJURY (Per person)

COMBINED SINGLE LIMIT

AUTOS ONLY

AUTOS ONLY AUTOS

NON-OWNED

OWNED SCHEDULED

ANY AUTO

AUTOMOBILE LIABILITY
Y / N

WORKERS COMPENSATION

AND EMPLOYERS' LIABILITY
OFFICER/MEMBER EXCLUDED?
(Mandatory in NH)
DESCRIPTION OF OPERATIONS below
If yes, describe under

ANY PROPRIETOR/PARTNER/EXECUTIVE
$
$
$
E.L. DISEASE - POLICY LIMIT
E.L. DISEASE - EA EMPLOYEE
E.L. EACH ACCIDENT
ER

OTH- STATUTEPER
(MM/DD/YYYY) LIMITS POLICY EXP (MM/DD/YYYY)

POLICY EFF LTR TYPE OF INSURANCE POLICY NUMBER INSR
DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required)

EXCESS LIAB
UMBRELLA LIAB EACH OCCURRENCE $
AGGREGATE $
$
OCCUR

CLAIMS-MADE
DED RETENTION $
PRODUCTS - COMP/OP AGG $
GENERAL AGGREGATE $
PERSONAL & ADV INJURY $
MED EXP (Any one person) $
EACH OCCURRENCE $

DAMAGE TO RENTED
PREMISES (Ea occurrence) $

COMMERCIAL GENERAL LIABILITY

CLAIMS-MADE OCCUR
GEN'L AGGREGATE LIMIT APPLIES PER:

POLICY PROJECT LOC

CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY)

CANCELLATION

CERTIFICATE HOLDER
The ACORD name and logo are registered marks of ACORD
HIRED

AUTOS ONLY
04/11/2024 KGIB, INC. KNOX GENERAL INSURANCE BROKERS 226 SOUTH GLASSELL STREET ORANGE CA 92866 Carol Knox, Monica Avelar or Kim Rhodes (714) 744-3300 (714) 744-6537 [email protected], [email protected], [email protected] R.E. SCHULTZ CONSTRUCTION, INC 1767 N BATAVIA STREET ORANGE CA 92865 SCOTTSDALE INSURANCE COMPANY 41297 CLEAR BLUE SPECIALITY INSURANCE COMPANY 37745 A X X BCS2000828 08/16/2023 08/16/2024 1,000,000 100,000 EXCLUDED 1,000,000 2,000,000 2,000,000 B BW02-STR-2300180-00 06/19/2023 06/19/2024 1,000,000 A XLS2002647 08/16/2023 08/16/2024 2,000,000 2,000,000 Over General Liability & Work Comp --N/A-- RE: Tot Lot Improvement Project Phase 2 - City Project No. 23-472 - CIP 22029, 22030, 22031, 22032, and 22040 City of Murrieta, its officers, officials, employees, and volunteers are named as additional insured per form CG2010 12 19, ongoing operations and per form CG2037 12 19, Completed operations, Primary and Non-Contributory wording per form CG2001 12 19 and waiver of subrogation per form CG2404 12 19 with respect to General Liability as required by written contract. Excess Liability Policies follow underlying General Liability, Auto Liability.

City of Murrieta Community Service Department 1 Town Square Murrieta CA 92562 830
POLICY NUMBER: BCS2000828 COMMERCIAL GENERAL LIABILITY
CG 20 10 12 19
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

CG 20 10 12 19 © Insurance Services Office, Inc., 2018 Page 1 of 2 ADDITIONAL INSURED – OWNERS, LESSEES OR
CONTRACTORS – SCHEDULED PERSON OR

ORGANIZATION
This endorsement modifies insurance provided under the following:

COMMERCIAL GENERAL LIABILITY COVERAGE PART

SCHEDULE
Name Of Additional Insured Person(s)
Or Organization(s) Location(s) Of Covered Operations

ANY PERSON OR ORGANIZATION WHEN

REQUIRED BY WRITTEN CONTRACT OR

AGREEMENT, EXECUTED PRIOR TO THE

OCCURRENCE TO WHICH THIS INSURANCE

APPLIES, THAT SUCH PERSON OR

ORGANIZATION BE ADDED AS AN
ADDITIONAL INSURED ON YOUR POLICY.

ALL LOCATIONS
Information required to complete this Schedule, if not shown above, will be shown in the Declarations.

A. Section II – Who Is An Insured is amended to
include as an additional insured the person(s) or
organization(s) shown in the Schedule, but only
with respect to liability for "bodily injury", "property damage" or "personal and advertising injury"
caused, in whole or in part, by:

1. Your acts or omissions; or

2. The acts or omissions of those acting on your
behalf;
in the performance of your ongoing operations for
the additional insured(s) at the location(s)
designated above.

However:

1. The insurance afforded to such additional
insured only applies to the extent permitted by
law; and

2. If coverage provided to the additional insured is
required by a contract or agreement, the
insurance afforded to such additional insured
will not be broader than that which you are
required by the contract or agreement to provide
for such additional insured.

B. With respect to the insurance afforded to these
additional insureds, the following additional
exclusions apply:

This insurance does not apply to "bodily injury" or
"property damage" occurring after:

1. All work, including materials, parts or equipment
furnished in connection with such work, on the
project (other than service, maintenance or
repairs) to be performed by or on behalf of the
additional insured(s) at the location of the
covered operations has been completed; or

2. That portion of "your work" out of which the
injury or damage arises has been put to its
intended use by any person or organization
other than another contractor or subcontractor
engaged in performing operations for a principal
as a part of the same project.
831

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Murrieta City CouncilMay 7, 2024

Murrieta City Council
May 7, 2024